HomeMy WebLinkAbout2015-364-E DSS - Senior Care of Orange County, Inc. to provide Adult Day Health Services to OC DSS clients $20,000 DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract 968-2014
Senior Care of Orange County, Inc.
Contract# 68-2014 Fiscal Year Begins Ju1yl, 2015_Ends_June 30. 2016
This contract is hereby entered into by and between the Orange County Department of Social Services (the "County")and
Senior Care of Orange County,Inc.(the"Contractor")(referred to collectively as the"Parties"). The Contractor's federal tax
identification number or Social Security Number is
1. Contract Documents: This Contract consists of the following documents
(1) This contract
(2) The General Terms and Conditions (Attachment A)
(3) The Scope of Work, description of services, and rate (Attachment B)
(4) Federal Certification Regarding Drug-Free Workplace&Certification Regarding Nondiscrimination(Attachment C)
(5) Conflict of Interest(Attachment D)
(6) No Overdue Taxes(Attachment E)
(7) HIPAA Business Associate Addendum (Attachment 1)
(8) Certification of Transportation (Attachment J)
(9) IRS Federal Tax Exempt Letter or 501(c)(3)(Attachment K)
(10) State Certifications(Attachment M)
(11)Outcomes and Reporting(Attachment N)
(12)Contract Determination Questionnaire
These documents constitute the entire agreement between the Parties and supersede all prior oral or written statements or
agreements.
2. Precedence Among Contract Documents: In the event of a conflict between or among the terms of the Contract
Documents, the terms in the Contract Document with the highest relative precedence shall prevail. The order of
precedence shall be the order of documents as listed in Paragraph 1, above, with the first-listed document having the
highest precedence and the last-listed document having the lowest precedence. If there are multiple Contract
Amendments, the most recent amendment shall have the highest precedence and the oldest amendment shall have the
lowest precedence.
3. Effective Period: This contract shall be effective on July 1, 2015 and shall terminate on June 30, 2016.
This contract must be twelve months or less.
4. Contractor's Duties: The Contractor shall provide the services and in accordance with the approved rate as described in
Attachment B, Scope of Work, and shall meet the requirements set forth in Attachment N, Outcomes and Reporting.
5. County's Duties: The County shall pay the Contractor in the manner and in the amounts specified in the Contract
Documents. The total amount paid by the County to the Contractor under this contract shall not exceed$20,000. This
amount consists of$20,000 in Federal (CFDA # ), State and County funds, $0 (source of other funds if
applicable).
[X] a. There are no matching requirements from the Contractor.
[ ] b. The Contractor's matching requirement is $ , which shall consist of:
[ ] In-kind [ ] Cash
[ ] Cash and In-kind [ ] Cash and/or hi-kind
The contributions from the Contractor shall be sourced from non-federal funds.
The total contract amount including any Contractor match shall not exceed $20,000.
6. Reversion of Funds: Any unexpended grant funds shall revert to the County Department of Social Services upon
termination of this contract.
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7. Reporting Requirements: Contractor shall comply with audit requirements as described in N.C.G.S. § 143C-6-22&23
and OMB Circular—CFR Title 2 Grants and Agreements,Part 200,and shall disclose all information required by 42 USC
455.104, or 42 USC 455.105, or 42 USC 455.106.
8. Payment Provisions: Payment shall be made in accordance with the Contract Documents as described in the Scope of
Work, Attachment B.
9. Contract Administrators: All notices permitted or required to be given by one Party to the other and all questions about
the contract from one Party to the other shall be addressed and delivered to the other Party's Contract Administrator. The
name,post office address, street address,telephone number,fax number,and email address of the Parties'respective initial
Contract Administrators are set out below. Either Party may change the name, post office address, street address,
telephone number,fax number,or email address of its Contract Administrator by giving timely written notice to the other
Party.
For the County:
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Denise Shaffer, Social Work Program Director Denise Shaffer, Social Work Program Director
Orange County Department of Social Services Orange County Department of Social Services
P.O. Box 8181 2501 Homestead Road
Hillsborough, NC 27278 Chapel Hill,NC 27516
(919) 968-2000 ext.246
(919) 968-2012
dshaffer@co.orapge.nc.us
Program Contact:
Renee Bynum, Adult Services Supervisor
Orange County Department of Social Services
P.O. Box 8181
113 Mayo Street
Hillsborough,NC 27278
(919)245-2881
b •num(caco.oran*e.nc.us
For the Contractor:
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Alvonia Baldwin Alvonia Baldwin
Florence Gray Soltys Adult Day Health Program Florence Gray Soltys Adult Day Health Program
P.O. Box 8181 105 Meadowland Drive
Hillsborough, NC 27278 Hillsborough,NC 27278
(919)245-2017
(919) 245-2018
albaldwin( co.oran e.nc.us
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10. No Assignment or Sub-Contract: Contractor shall not sub-contract out any of the services provided for in this
Agreement or make any assignment of this Agreement(including rights to payments)without the prior written Consent of
the County as specified more fully in Attachment A, General Terms and Conditions.
11. Supplementation of Expenditure of Public Funds: The Contractor assures that funds received pursuant to this contract
shall be used only to supplement, not to supplant, the total amount of federal, state and local public funds that the
Contractor otherwise expends for contract services and related programs.Funds received under this contract shall be used
to provide additional public funding for such services; the funds shall not be used to reduce the Contractor's total
expenditure of other public funds for such services.
12. Disbursements: As a condition of this contract, the Contractor acknowledges and agrees to make disbursements in
accordance with the following requirements:
a. Implement adequate internal controls over disbursements;
b. Pre-audit all vouchers presented for payment to determine:
i. Validity and accuracy of payment
ii. Payment due date
iii. Adequacy of documentation supporting payment
iv. Legality of disbursement
c. Assure adequate control of signature stamps/plates;
d. Assure adequate control of negotiable instruments; and
e. Implement procedures to insure that account balance is solvent and reconcile the account monthly.
13. Outsourcing to Other Countries: The Contractor certifies that it has identified to the County all jobs related to the
contract that have been outsourced to other countries,if any.The Contractor further agrees that it will not outsource any
such jobs during the term of this contract without providing notice to the County.
14. Federal Certifications: Individuals and Organizations receiving federal funds must ensure compliance with certain
certifications required by federal laws and regulations. The contractor is hereby complying with Certifications regarding
Nondiscrimination, Drug-Free Workplace Requirements, Environmental Tobacco Smoke, Debarment, Suspension,
Ineligibility and Voluntary Exclusion Lower Tier Covered. Transactions, and Lobbying. These assurances and
certifications are to be signed by the contractor's authorized representative.
15. Relationship of the Parties: Contractor is an independent contractor of the County.Contractor represents that it has or
will secure,at its own expense,all personnel required in performing the services under this Agreement. Such personnel
shall not be employees of or have any contractual relationship with the County. All personnel engaged in work under this
Agreement shall be fully qualified and shall be authorized or permitted under state and local law to perform such services.
It is further agreed by Contractor that it shall obey all State and Federal statutes,rules and regulations which are applicable
to provisions of the services called for herein. Neither Contractor nor any employee of the Contractor shall be deemed an
officer, employee or agent of the County.
16. Signature Warranty:The undersigned represent and warrant that they are authorized to bind their principals to the terms
of this agreement. The Contractor and the County have executed this contract in duplicate originals,with one original
being retained by each party. This Agreement together with any amendments or modifications may be executed
electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and
Article 40 of North Carolina General Statute Chapter 66.
[SIGNATURE PAGE TO FOLLOW]
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DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract 468-2014
Senior Care of Orange County,Inc.
SENIO eAJRX F ORANGE COUNTY,INC.
7/20/2015
�-resosz�sa
Signature Date
Alvonia Baldwin Director
Printed Name Title
ORANGE COUNTY
rDocuSigned by:
OV�.littt �AaMIMt VS�t 1? 7/29/2015
Bonnie Hammersley, County Manager Date
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ATTACHMENT A
GENERAL TERMS AND CONDITIONS
Orange County Department of Social Services
Relationships of the Parties and Contractor that any such person or entity, other than
the County or the Contractor,receiving services or benefits
Independent Contractor: The Contractor is and shall be under this contract shall be deemed an incidental
deemed to be an independent contractor in the performance beneficiary only.
of this contract and as such shall be wholly responsible for
the work to be performed and for the supervision of its Indemnity and Insurance
employees. The Contractor represents that it has, or shall
secure at its own expense, all personnel required in Indemnification: The Contractor agrees to indemnify and
performing the services under this agreement. Such hold harmless the County and any of their officers,agents
employees shall not be employees of, or have any and employees,from any claims of third parties arising out
individual contractual relationship with the County. or any act or omission of the Contractor in connection with
the performance of this contract.
Subcontracting: The Contractor shall not subcontract any
of the work contemplated under this contract without prior Insurance: During the term of the contract,the Contractor
written approval from the County. Any approved at its sole cost and expense shall provide commercial
subcontract shall be subject to all conditions of this insurance of such type and with such terms and limits as
contract.Only the subcontractors specified in the contract may be reasonably associated with the contract. As a
documents are to be considered approved upon award of minimum, the Contractor shall provide and maintain the
the contract. The County shall not be obligated to pay for following coverage and limits:
any work performed by any unapproved subcontractor. (a) Worker's Compensation - The contractor shall
The Contractor shall be responsible for the performance of provide and maintain Worker's Compensation
all of its subcontractors. Insurance as required by the laws of North
Carolina,as well as employer's liability coverage
Assignment: No assignment of the Contractor's with minimum limits of$500,000.00,covering all
obligations or the Contractor's right to receive payment of Contractor's employees who are engaged in any
hereunder shall be permitted. However, upon written work under the contract. If any work is sublet,the
request approved by the issuing purchasing authority,the Contractor shall require the subcontractor to
County may: provide the same coverage for any of his
(a) Forward the Contractor's payment check(s) employees engaged in any work under the
directly to any person or entity designated by the contract.
Contractor, or (b) Commercial General Liability - General
(b) Include any person or entity designated by Liability Coverage on a Comprehensive Broad
Contractor as a joint payee on the Contractor's Form on an occurrence basis in the minimum
payment check(s). amount of$1,000,000.00 Combined Single Limit.
In no event shall such approval and action obligate the (Defense cost shall be in excess of the limit of
County to anyone other than the Contractor and the liability.)
Contractor shall remain responsible for fulfillment of all (c)Automobile Liability Insurance: The Contractor
contract obligations. shall provide automobile liability insurance with a
combined single limit of$500,000.00 for bodily
Beneficiaries: Except as herein specifically provided injury and property damage; a limit of
otherwise,this contract shall inure to the benefit of and be $500,000.00 for uninsured/under insured motorist
binding upon the parties hereto and their respective coverage; and a limit of$25,000.00 for medical
successors. It is expressly understood and agreed that the payment coverage. The Contractor shall provide
enforcement of the terms and conditions of this contract, this insurance for all automobiles that are:
and all rights of action relating to such enforcement, shall (a) owned by the Contractor and used in the
be strictly reserved to the County and the named performance of this contract;
Contractor.Nothing contained in this document shall give (b) hired by the Contractor and used in the
or allow any claim or right of action whatsoever by any performance of this contract; and
other third person.It is the express intention of the County
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(c) Owned by Contractor's employees and The contractor will maintain Insurance requirements if
used in performance of this contract("non- required as noted under Article 7 Rule R2-36 of the North
owned vehicle insurance"). Non-owned Carolina Utilities Commission.
vehicle insurance protects employers when
employees use their personal vehicles for Default and Termination
work purposes. Non-owned vehicle
insurance supplements, but does not Termination Without Cause: The County may terminate
replace,the car-owner's liability insurance. this contract without cause by giving 30 days written
notice to the Contractor.
The Contractor is not required to provide and maintain
automobile liability insurance on any vehicle—owned, Termination for Cause: if, through any cause, the
hired, or non-owned-- unless the vehicle is used in the Contractor shall fail to fulfill its obligations under this
performance of this contract. contract in a timely and proper manner, the County shall
(d) The insurance coverage minimums specified in have the right to terminate this contract by giving written
subparagraph(a) are exclusive of defense costs. notice to the Contractor and specifying the effective date
(e) The Contractor understands and agrees that the thereof. In that event,all finished or unfinished deliverable
insurance coverage minimums specified in items prepared by the Contractor under this contract shall,
subparagraph (a) are not limits, or caps, on the at the option of the County, become its property and the
Contractor's liability or obligations under this contract. Contractor shall be entitled to receive just and equitable
(f) The Contractor may obtain a waiver of any one or more compensation for any satisfactory work completed on such
of the requirements in subparagraph (a) by materials,minus any payment or compensation previously
demonstrating that it has insurance that provides made. Notwithstanding the foregoing provision, the
protection that is equal to or greater than the coverage Contractor shall not be relieved of liability to the County
and limits specified in subparagraph (a). The County for damages sustained by the County by virtue of the
shall be the sole judge of whether such a waiver Contractor's breach of this agreement,and the County may
should be granted. withhold any payment due the Contractor for the purpose
(g) The Contractor may obtain a waiver of any one or more of setoff until such time as the exact amount of damages
of the requirements in paragraph(a)by demonstrating due the County from such breach can be determined. In
that it is self-insured and that its self-insurance case of default by the Contractor, without limiting any
provides protection that is equal to or greater than the other remedies for breach available to it,the County may
coverage and limits specified in subparagraph(a). The procure the contract services from other sources and hold
County shall be the sole judge of whether such a the Contractor responsible for any excess cost occasioned
waiver should be granted. thereby. The filing of a petition for bankruptcy by the
(h) Providing and maintaining the types and amounts of Contractor shall be an act of default under this contract.
insurance or self-insurance specified in this paragraph
is a material obligation of the Contractor and is of the Waiver of Default: Waiver by the County of any default
essence of this contract. or breach in compliance with the terms of this contract by
(i) The Contractor shall only obtain insurance from the Provider shall not be deemed a waiver of any
companies that are authorized to provide such subsequent default or breach and shall not be construed to
coverage and that are authorized by the Commissioner be modification of the terms of this contract unless stated
of Insurance to do business in the State of North to be such in writing, signed by an authorized
Carolina.All such insurance shall meet all laws of the representative of the County and the Contractor and
State of North Carolina. attached to the contract.
(j) The Contractor shall comply at all times with all lawful
terms and conditions of its insurance policies and all Availability of Funds: The parties to this contract agree
lawful requirements of its insurer. and understand that the payment of the sums specified in
(k) The Contractor shall require its subcontractors to this contract is dependent and contingent upon and subject
comply with the requirements of this paragraph. to the appropriation, allocation, and availability of funds
(1) The Contractor shall demonstrate its compliance with for this purpose to the County.
the requirements of this paragraph by submitting
certificates of insurance to the County before the Force Majeure: Neither party shall be deemed to be in
Contractor begins work under this contract. default of its obligations hereunder if and so long as it is
prevented from performing such obligations by any act of
Transportation of Clients by Contractor: war,hostile foreign action,nuclear explosion,riot,strikes,
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civil insurrection,earthquake,hurricane,tornado,or other
catastrophic natural event or act of God. Health Insurance Portability and Accountability Act
(HIPAA): The Contractor agrees that, if the County
Survival of Promises: All promises,requirements,terms, determines that some or all of the activities within the
conditions, provisions, representations, guarantees, and scope of this contract are subject to the Health Insurance
warranties contained herein shall survive the contract Portability and Accountability Act of 1996,P.L. 104-91,
expiration or termination date unless specifically provided as amended("HIPAA"), or its implementing regulations,
otherwise herein, or unless superseded by applicable it will comply with the HIPAA requirements and will
Federal or State statutes of limitation. execute such agreements and practices as the County
may require to ensure compliance.
Intellectual Property Rights
(a) Data Security: The Contractor shall adopt and
Copyrights and Ownership of Deliverables: All apply data security standards and procedures
deliverable items produced pursuantto this contract are the that comply with all applicable federal, state and
exclusive property of the County. The Contractor shall not local laws, regulations, and rules.
assert a claim of copyright or other property interest in
such deliverables. (b) Duty to Report: The Contractor shall report a
suspected or confirmed security breach to the
Federal Intellectual Property Bankruptcy Protection local Department of Social Services Contract
Act: The Parties agree that the County shall be entitled to Administrator within twenty-four(24)hours
all rights and benefits of the Federal Intellectual Property after the breach is first discovered, provided that
Bankruptcy Protection Act,Public Law 100-506,codified the Contractor shall report a breach involving
at 11 U.S.C. 365 (n)and any amendments thereto. Social Security Administration data or Internal
Revenue Service Data within one(1) hour after
Compliance with Applicable Laws the breach is first discovered.
Compliance with Laws: The Contractor shall comply (c) Cost Borne by Contractor: If any applicable
with all laws, ordinances, codes, rules, regulations, and federal, state, or local law,regulation or rule
licensing requirements that are applicable to the conduct of requires the Contractor give written notice of a
its business, including those of federal, state, and local security breach to affected persons,the Contract
agencies having jurisdiction and/or authority. Pursuant to shall bear the cost of the notice.
the terms of North Carolina General Statute 153A-449(b)
no County may enter into a contract with a contractor Trafficking Victims Protection Act of 2000: The
unless the contractor and the contractor's subcontractors Contractor will comply with the requirements of Section
comply with the requirements of Article 2 of Chapter 64 of 106(g) of the Trafficking Victims Protection Act of
the North Carolina General Statutes. Where applicable, 2000, as amended(22 U.S.C. 7104)
failure to maintain compliance with the requirements of
Article 2 of Chapter 64 of the General Statutes constitutes Executive Order 4 24: It is unlawful for any vendor,
Provider's breach of this Agreement. By executing this contractor, subcontractor or supplier of the state to make
Agreement Provider affirms Provider is in compliance with gifts or to give favors to any state employee. For
Article 2 of Chapter 64 of the North Carolina General additional information regarding the specific
Statutes. requirements and exemptions, contractors are
encouraged to review Executive Order 24 and G.S. Sec.
Title VI,Civil Rights Compliance: In accordance with 133-32.
Federal law and U.S. Department of Agriculture(USDA)
and U.S. Department of Health and Human Services Confidentiality
(HHS) policy, this institution is prohibited from
discriminating on the basis of race,color, national origin, Confidentiality: Any information, data, instruments,
sex, age or disability. Under the Food Stamp Act and documents, studies or reports given to or prepared or
USDA policy, discrimination is prohibited also on the assembled by the Contractor under this agreement shall be
basis of religion or political beliefs. kept as confidential and not divulged or made available to
any individual or organization without the prior written
Equal Employment Opportunity: The Contractor shall approval of the County.The Contractor acknowledges that
comply with all federal and State laws relating to equal in receiving,storing,processing or otherwise dealing with
employment opportunity. any confidential information it will safeguard and not
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further disclose the information except as otherwise sales of tangible personal property to purchasers in North
provided in this contract. Carolina. The conditions include: (a) maintenance of a
retail establishment or office; (b) presence of
Oversight representatives in the State that solicit sales or transact
business on behalf of the vendor; and (c) systematic
Access to Persons and Records: The State Auditor shall exploitation of the market by media-assisted, media-
have access to persons and records as a result of all facilitated, or media-solicited means. The Contractor
contracts or grants entered into by State agencies or certifies that it and all of its affiliates (if any) collect all
political subdivisions in accordance with General Statute required taxes.
147-64.7. Additionally,as the State funding authority,the
Department of Health and Human Services shall have E-Verify
access to persons and records as a result of all contracts or
grants entered into by State agencies or political Pursuant to G.S. 143-48.5 and G.S. 147-33.95(g), the
subdivisions. undersigned hereby certifies that the Contractor named
below,and the Contractor's subcontractors,complies with
Record Retention: Records shall not be destroyed, the requirements of Article 2 of Chapter 64 of the NC
purged or disposed of without the express written consent General Statutes, including the requirement for each
of the Division. State basic records retention policy employer with more than 25 employees in North Carolina
requires all grant records to be retained for a minimum of to verify the work authorization of its employees through
five years or until all audit exceptions have been resolved, the federal E-Verify system." E-Verify System Link:
whichever is longer. If the contract is subject to federal www.uscis.gov
policy and regulations,record retention may be longer than
five years since records must be retained for a period of Miscellaneous
three years following submission of the final Federal
Financial Status Report, if applicable, or three years Choice of Law: The validity of this contract and any of its
following the submission of a revised final Federal terms or provisions, as well as the rights and duties of the
Financial Status Report. Also, if any litigation, claim, parties to this contract,are governed by the laws of North
negotiation, audit, disallowance action, or other action Carolina. The Contractor, by signing this contract, agrees
involving this Contract has been started before expiration and submits,solely for matters concerning this Contract,to
of the five-year retention period described above, the the exclusive jurisdiction of the courts of North Carolina
records.must be retained until completion of the action and and agrees, solely for such purpose, that the exclusive
resolution of all issues which arise from it,or until the end venue for any legal proceedings shall be Orange County,
of the regular five-year period described above,whichever North Carolina. The place of this contract and all
is later. The record retention period for Temporary transactions and agreements relating to it, and their situs
Assistance for Needy Families (TANF) and MEDICAID and forum,shall be Orange County,North Carolina,where
and Medical Assistance grants and programs must be all matters,whether sounding in contract or tort,relating to
retained for a minimum of ten years. the validity,construction,interpretation,and enforcement
shall be determined.
Warranties and Certifications
Amendment: This contract may not be amended orally or
Date and Time Warranty: The Contractor warrants that by performance. Any amendment must be made in written
the product(s) and service(s) furnished pursuant to this form and executed by duly authorized representatives of
contract("product"includes,without limitation,any piece the County and the Contractor,
of equipment,hardware,firmware,middleware,custom or
commercial software,or internal components,subroutines, Severability: In the event that a court of competent
and interfaces therein)that perform any date and/or time jurisdiction holds that a provision or requirement of this
data recognition function, calculation, or sequencing will contract violates any applicable law, each such provision
support a four digit year format and will provide accurate or requirement shall continue to be enforced to the extent it
date/time data and leap year calculations. This warranty is not in violation of law or is not otherwise unenforceable
shall survive the termination or expiration of this contract. and all other provisions and requirements of this contract
shall remain in full force and effect.
Certification Regarding Collection of Taxes: G.S. 143-
59.1 bars the Secretary of Administration from entering Headings: The Section and Paragraph headings in these
into contracts with vendors that meet one of the conditions General Terms and Conditions are not material parts of the
of G.S. 105-164.8(b)and yet refuse to collect use taxes on
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agreement and should not be used to construe the meaning Department of Revenue for a refund of all sales and use
thereof. taxes paid by them in the performance of this contract,
pursuant to G.S. 105-164.14; and (b) exclude all
Time of the Essence: Time is of the essence in the refundable sales and use taxes from all reportable
performance of this contract. expenditures before the expenses are entered in their
reimbursement reports.
Key Personnel: The Contractor shall not replace any of
the key personnel assigned to the performance of this Advertising: The Contractor shall not use the award of
contract without the prior written approval of the County. this contract as a part of any news release or commercial
The term "key personnel" includes any and all persons advertising.
identified as such in the contract documents and any other
persons subsequently identified as key personnel by the Orange County Living Wage: Orange County is
written agreement of the parties. committed to providing its employees with a living wage
and encourages agencies to which it provides funding to
Care of Property: The Contractor agrees that it shall be pursue the same goal. The County's living wage hourly
responsible for the proper custody and care of any property standard, as adopted by the Orange County Board of
furnished to it for use in connection with the performance County Commissioners annually, can be found in the
of this contract and will reimburse the County for loss of, Orange County Budget Ordinance. To the extent possible,
or damage to, such property. At the termination of this Orange County recommends that the Contractor and all
contract, the Contractor shall contact the County for subcontractors provide a living wage, as defined in this
instructions as to the disposition of such property and shall section,to their employees.
comply with these instructions.
Signatures: This Agreement together with any
Travel Expenses: Reimbursement, if provided in this amendments or modifications may be executed
Agreement, to the Contractor for travel mileage, meals, electronically. All electronic signatures affixed hereto
lodging and other travel expenses incurred in the evidence the intent of the Parties to comply with Article
performance of this contract shall not exceed the rates 11 A and Article 40 of North Carolina General Statute
established in County policy. Chapter 66.
Sales/Use Tax Refunds: If eligible,the Contractor and all
subcontractors shall: (a) ask the North Carolina
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ATTACHMENT B
SCOPE OF WORK
Orange County Department of Social Services
Federal Tax Id.or SSN
Contract# 68-2014
A. CONTRACTOR INFORMATION
1. Contractor Agency Name: Senior Care of Orange County, Inc.
2. If different from Contract Administrator Information in General Contract:
Address
Telephone Number: _ Fax Number: Email:
3. Name of Program (s): Adult Dav Health Service
4. Status: ( )Public (X)Private, Not for Profit ( }Private, For Profit
5. Contractor's Financial Reporting Year July 1 2015 through .Tune 30 2016
B. Explanation of Services to be provided and to whom (include SIS Service Code): The
Contractor will provide Adult Day Health Services(SIS Code 091)to clients of the Orange
County Department of Social Services. These services will include assistance with Activities_ of
Daily Living,, health monitoring by an RN, and therapeutic recreational programs.._.The
Contractor is required to meet all goals and outcomes listed in Attachment N.
C. Rate per unit of Service(define the unit):
1. If Standard Fixed Rate,Maximum Allowable,(See Rates for Services Chart)
Minimum daily rate: $38.92/d4y per client_
2.Negotiated County Rate.
D.Number of units to be provided:
E. Details of Billing process and Time Frames; The Counly will reimburse the Contractor for
services described in this contract up to the budgetary limits of the contract allotment. The
County will reimburse the Contractor at a rate of 3 8.92/dAy fora roved services provided. For
reimbursement,the Contractor must submit an original and two codes of an invoice by the fifth
of the month for the preceding month's expenditures to the designated CountKAdministrato_r.
The Courity will reimburse the Contractor monthly upon receipt of a complete and correctly filed
report.
The service(s)under contract with the Contractor are services for which a client may voluntarily_
contribute to the cost. Policies regarding the solicitation and acceptance of voluntary
contributions are contained in Family Services Manual,Volume VI, Chapter 11I. If a client
Contract-Scope of Work(06104) Page lof 2
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract#68-2014
Senior Care of Orange County,Inc.
voluntarily ontributes to the cost of service the Count will inform the Contractor of the amount
y Y °
of the contribution and of any subsequent changes. The Contractor will establish a plan with the
client for accepting the contribution on at least a monthly basis; and when contributions are not
received within ten days of the agreed upon date, will notify the client in writing and send a copy
of the notification to the County. No other fees for services may be charged to the client. Client
contributions are to be reported monthly to the Coun1y.
F. Area to be served/Delivery site(s): Oran e Coun
DocuSigned by: DocuSigned by:
Nawcy (hSt6v, - �
DAE1 E196A83B455._ _ UB5f152B6,SE1BAG3
Nancy Coston,Social Services Director (Signature of Contractor)
7/24/2015 7/20/2015
(Date Submitted) (Date Submitted)
Contract-Scope of Work(06/04) Page 2of 2
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract 968-2014
Senior Care of Orange County,Inc.
ATTACHMENT C
CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS
AND CERTIFICATION REGARDING NONDISCRIMINATION
Orange County Department of Social Services
1. By execution of this Agreement the Contractor certifies that it will provide a drug-free workplace by:
A. Publishing a statement notifying employees that the unlawful manufacture, distribution,
dispensing, possession or use of a controlled substance is prohibited in the Contractor's
workplace and specifying the actions that will be taken against employees for violation of such
prohibition;
B. Establishing a drug-free awareness program to inform employees about:
(1)The dangers of drug abuse in the workplace;
(2)The Contractor's policy of maintaining a drug-free workplace;
(3)Any available drug counseling, rehabilitation, and employee assistance programs; and
(4) The penalties that may be imposed upon employees for drug abuse violations
occurring in the workplace;
C. Making it a requirement that each employee be engaged in the performance of the agreement be
given a copy of the statement required by paragraph (A);
D. Notifying the employee in the statement required by paragraph (A)that, as a condition of
employment under the agreement,the employee will:
(1)Abide by the terms of the statement; and
(2)Notify the employer of any criminal drug statute conviction for a violation occurring
in the workplace no later than five days after such conviction;
E. Notifying the County within ten days after receiving notice under subparagraph(D)(2) from an
employee or otherwise receiving actual notice of such conviction;
F. Taking one of the following actions, within 30 days of receiving notice under subparagraph
(D)(2), with respect to any employee who is so convicted:
(1) Taking appropriate personnel action against such an employee, up to and including
termination; or
(2) Requiring such employee to participate satisfactorily in a drug abuse assistance or
rehabilitation program approved for such purposes by a Federal, State, or local health,
law enforcement, or other appropriate agency; and
Making a goad faith effort to continue to maintain a drug-free workplace through implementation of
paragraphs(A), (B), (C), (D), (E), and (F).
Federal Certification-Drug-Free Workplace(07110) Page 1 of 2
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract#68-2014
Senior Care of Orange County,Inc.
11. The site(s)for the performance of work done in connection with the specific agreement are listed
below:
1.
(Street address)
(City, county, state, zip code)
2.
(Street address)
(City, county, state, zip code)
Contractor will inform the County of any additional sites for performance of work under this agreement.
False certification or violation of the certification shall be grounds for suspension of payment, suspension
or termination of grants, or government-wide Federal suspension or debarment(45 C.F.R. Section
82.510. Section 4 CFR Part 85, Section 85.615 and 86.620).
CERTIFICATION REGARDING NONDISCRIMINATION
The Vendor certifies that it will comply with all Federal statutes relating to nondiscrimination. These
include but are not limited to: (a)Title VI of the Civil Rights Act of 1964(P.L. 88-352)which prohibits
discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of
1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686),which prohibits discrimination on the basis
of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits
discrimination on the basis of handicaps; (d)the Age Discrimination Act of 1975, as amended(42 U.S.C.
§§6101-6107), which prohibits discrimination on the basis of age; (e)the Drug Abuse Office and
Treatment Act of 1972 (P.L. 92-255), as amended,relating to nondiscrimination on the basis of drug
abuse; (f)the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation
Act of 1970(P.L. 91-616), as amended,relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; (g)Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended,
relating to nondiscrimination in the sale, rental or financing of housing; (h)the Food Stamp Act and
USDA policy, which prohibit discrimination on the basis of religion and political beliefs; and(i)the
requirements of any other nondiscrimination statutes which may apply to this Agreement.
DocuSigned by:
a^^�� g�.A_ Director
EZ85052a658eaa,3.,,,
Signature Title
senior care of orage county; inc. 7/20/2015
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Federal Certification-Drug-Free Workplace(07/10) Page 2 of 2
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract Name: Senior Care of Orange County,Inc.
Contract No.6 8-2014
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is made effective the lday of July, 2015, by
and between Orange County Government through its Orange County Department of Social
Services("Covered Entity"), and Senior Care of Orange County, Inc., ("Business Associate"). Covered
Entity and Business Associate may be referred herein individually as a "Party" or collectively as the
Agreement between
"Parties". This Agreement supersedes any previously executed Business Associate A g
the Parties.
WITNESSETH:
WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"), Public Law 104-191, as modified by the Health Information
Technology for Economic and Clinical Health Act ("HITECH"), Public Law 111-5, known as "the
Administrative Simplification provisions," direct the Department of Health and Human Services to
develop standards to protect the security, confidentiality and integrity of health information; and
WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and
Human Services ("Secretary") has issued regulations modifying the Privacy, Security, Breach
Notification, and Enforcement Rules at 45 CFR Parts 160 and 164, as the same may be amended from
time to time(the "HIPAA Security and Privacy Rule"); and
WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business
Associate will provide certain services to Covered Entity, and, pursuant to such arrangements, Business
Associate may be considered a '`Business Associate"of Covered Entity as defined in the HIPAA Security
and Privacy Rule (the agreement evidencing such arrangement is detailed below and hereinafter referred
to as the"Service Agreement(s)"); and
WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in
fulfilling its responsibilities under such arrangement;
THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement,
compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this
Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect
the interests of both Parties.
1. DEFINITIONS
(a) Service Agreement. Agreement(s) for services affected by this HIPAA Business
Associate Agreement, which this Business Associate Agreement shall be attached to, and is (are) hereby
incorporated by reference, and which shall be taken and considered as a part of this document the same as
if fully set out herein:
Contract 468-2014
(b) Catch-all Provision. Except as otherwise defined herein, any and all capitalized terms in
this Agreement shall have the definitions set forth in the HIPAA Security and Privacy Rule, 45 CFR Parts
160 and 164, subparts A and E. In the event of an inconsistency between the provisions of this Agreement
and mandatory provisions of the HIPAA Security and Privacy Rule, as amended,the HIPAA Security and
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Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the
HIPAA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy
Rule,the provisions of this Agreement shall control.
(c) Electronic Protected Health Information. Protected Health Information that is transmitted
by or maintained in Electronic Media(as defined in the HIPAA Security and Privacy Rule).
(d) Protected Health Information. "Protected Health Information" shall have the same
meaning as the term in 45 CFR § 160.103, limited to the information created or received by Business
Associate from or on behalf of Covered Entity and includes without limitation "Electronic Protected
Health Information." Business Associate acknowledges and agrees that all Protected Health Information
that is created or received by Covered Entity and disclosed or made available in any form, including paper
record, oral communication, audio recording, and electronic display by Covered Entity or its operating
units to Business Associate or is created or received by Business Associate on Covered Entity's behalf
shall be subject to this Agreement.
(e) Required by Law. "Required by Law" shall have the same meaning as the term in 45
CFR § 164.103.
II. OBLIGATIONS AND ACTWITIES OF BUSINESS ASSOCIATE
(a) Use and Disclosure. Business Associate agrees to fully comply with the requirements
under the HIPPA Security and Privacy Rule applicable to Business Associates and not to use or disclose
Protected Health Information other than as permitted or required by this Agreement, the Service
Agreement or as Required by Law. To the extent Business Associate carries out obligations of Covered
Entity under the HIPAA Security and Privacy Rule, Business Associate shall comply with the applicable
provisions of the HIPAA Security and Privacy Rule as if such use or disclosure were made by Covered
Entity. Business Associate agrees to comply with Covered Entity's policies regarding the minimum
necessary use or disclosure of Protected Health Information.
(b) Appropriate Safeguards. Business Associate agrees to use appropriate safeguards to
prevent use or disclosure of Protected Health .Information other than as provided for by this Service
Agreement(s), this Agreement or as Required by Law. This includes the implementation physical,
technical and administrative safeguards to prevent use or disclosure of Protected Health Information other
than as permitted in this Agreement or Required by Law and reasonably and appropriately protect the
confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates,
receives, maintains, or transmits on behalf of Covered Entity as required by the .HIPAA Security and
Privacy Rule. The Business Associate shall maintain appropriate documentation of its compliance with
the HIPPA Security and Privacy Rule, including, but not limited to, its policies, procedures, records of
training and sanctions of members in its workforce.
(c) Assurances. Business Associate agrees to provide Covered Entity with written
assurances that any Protected Health Information placed on any type of mobile media, including, but by
no means limited to, lap top computers, Ipads and mobile phones, is encrypted in accordance with
guidance issued by the Secretary.
(d) Agents and Subcontractors. Business Associate shall require any agents, including any
subcontractors, to whom it provides Protected Health Information from Covered Entity that is created,
received, maintained or transmitted on behalf of Business Associate to agree by written contract with
Business Associate to the same (or greater) restrictions, conditions and requirements that apply to
Business Associate with respect to such information, and to agree to implement reasonable and
appropriate safeguards to protect any of such information that is Electronic Protected Health Information.
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In addition, Business Associate agrees to take reasonable steps to ensure that its employees' actions or
omissions do not cause Business Associate to breach the terms of this Agreement.
(e) Mitigation of Breach. Business Associate agrees to mitigate, to the extent practicable,
any harmful effect that is known to Business Associate of a use or disclosure of Protected Health
Information by Business Associate in violation of the requirements of this Agreement, as well as to
provide complete cooperation to Covered Entity should Covered Entity elect to review or investigate such
noncompliance or Security Incident. Business Associate shall cooperate in Covered Entity's breach
analysis and/or risk assessment, if requested. Furthermore, Business Associate shall cooperate with
Covered Entity in the event that Covered Entity determines that any third parties must be notified of a
Breach, provided that Business Associate shall not provide any such notification except at the direction of
Covered Entity.
(f) Breach Reporting. Business Associate shall report in writing to Covered Entity's Privacy
Officer (see Exhibit A), any use or disclosure of Protected Health Information that is not in compliance
with the terms of this Agreement, as well as any Security Incident and any actual or suspected Breach, of
which it becomes aware, without unreasonable delay, and in no event later than forty-eight (48) hours of
such discovery. For purposes of this Agreement, "Security Incident" means the attempted or successful
unauthorized access, use, disclosure, modification, or destruction of information or interference with
system operations in an information system. Such notification shall contain the elements required by 45
C.F.R. § 164.410.
(g) Compliance. To the extent applicable, Business Associate will comply with (i) Covered
Entity's Notice of Privacy Practices; (ii) any limitations to which Covered Entity has agreed in regard to
an Individual's permission to use or disclose his or her Protected Health Information; and (iii) any
restrictions to the use or disclosure of Protected Health Information to which Covered Entity has agreed
or is required to agree.
(h) Government Access. Business Associate will make its internal practices, books and
records available to the Secretary of the Department of Health and Human Services for purposes of
determining compliance with the terms of the HIPAA Security and Privacy Rule, and, at the request of
the Secretary, will comply with any investigations and compliance reviews, permit access to information,
and cooperate with any complaints, as Required by Law. Without unreasonable delay and, in any event,
no more than 48 hours of receipt of the request or notification, Business Associate will notify Covered
Entity in writing of any request by any governmental entity, or its designee, to review Business
assessment of any kind.
(i) Electronic Transactions. If Business Associate conducts any Standard Transactions for or
on behalf of Covered Entity, Business Associate shall comply with the requirements under the Electronic
Transaction Rule.
0) Audit. Business Associate shall permit Covered Entity, in its discretion, to conduct an
audit of Business Associate's compliance with this Agreement, HIPAA, and HITECH. Such audit may
consist of an onsite visit, a series of inquiries that require written responses, or both. Business Associate
shall promptly and completely respond to Covered Entity's requests for information in support of the
audit, which shall not be conducted more than once annually except in cases of an actual or reasonably
suspected Security Incident or reasonably suspected noncompliance with this Agreement, HIPAA or
HITECH. Each Party shall bear its own costs associated with the audit.
(k) Identity Theft. Business Associate shall implement Identity Theft Monitoring Policies
and Procedures to protect any patient information that may be breached by the Business Associate to the
extent applicable under the Federal Trade Commission's Red Flag Rules.
(1) HITECH Compliance. Business Associate shall:
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A. Not receive, directly or indirectly, any impermissible remuneration in exchange
for Protected Health Information or Electronic Protected Health Information,
except as permitted by HITECH § 13405(d)or the HIPPA Regulations;
B. Comply with the marketing and other restrictions applicable to Business
Associates contained in HITECH § 13406 and the HIPPA Regulations;
C. To the extent required under HITECH § 13404, fully comply with the applicable
requirements of 45 CFR 164.502(e)(2) for each use and disclosure of Protected
Health Information;
D. To the extent required under HITECH § 13401, fully comply with 45 CFR §§
164.308, 164.310, 164.312,and 164.316;
E. To the extent required under HITECH §§13401 and 13404, comply with the
additional privacy and security requirements that apply to Covered Entities in the
same manner and to the same extent as Covered Entity is required to do so; and
F. To the extent required under the HIPPA Regulations, comply with the privacy
and security requirements that apply to Business Associates.
(m) State Privacy Laws. Business Associate shall understand and comply with state privacy
laws to the extent that such privacy laws are not preempted by HIPPA or HITECH.
M. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
(a) Use of Protected Health Information on Behalf of Covered Entity. Except as otherwise
limited in this Agreement, Business Associate may use or disclose Protected Health Information to
perform functions, activities or services for, or on behalf of, Covered Entity described in the Service
Agreement, provided that such use or disclosure would not violate the HIPPA Security and Privacy Rule
if it were made by Covered Entity or would not violate the Covered Entities minimum necessary policies.
(b) Other Uses of Protected Health Information. Except as otherwise limited in this
Agreement, Business Associate may use Protected Health Information within its workforce for the proper
management and administration of Business Associate not to include Marketing or Commercial Use and
to carry out the legal responsibilities of Business Associate; and
(c) Third Party Confidentiality. Except as otherwise limited in this Agreement, Business
Associate may disclose Protected Health Information for the proper management and administration of
Business Associate or to carry out the legal responsibilities of Business Associate, provided that if
Business Associate discloses any Protected Health Information to a third party for such purpose, the
Business Associate shall enter into a written agreement with such third party requiring the following:
A. Disclosure only as Required by Law; or
B. Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that the information will remain confidential and will be used or
further disclosed only as Required by Law or for the purpose for which it was disclosed
to the person, and the person notifies Business Associate of any instances of which it is
aware in which the confidentiality, integrity, and or availability of the Protected Health
Information has been breached immediately upon becoming aware.
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(d) Business Associate may provide data aggregation services relating to the health care
operations of Covered Entity pursuant to any agreements between the Parties evidencing their business
relationship as permitted by 45 CFR § 164.504(e)(2)(i)(B).
(e) Other Uses Strictly Limited. Nothing in this Agreement shall permit the Business
Associate to share Protected Health Information with Business Associate's affiliates or contractors except
for the purposes of the Service Agreement(s) between the Covered Entity and Business Associate(s)
identified in Section I(a) of this Agreement.
(f) Covered Entity Authorization for Additional Uses. Any use of Protected Health
Information by Business Associate, its affiliate or Contractor, other than those purposes of this
Agreement, shall require express written authorization by the Covered Entity, and a Business Associate
Agreement or amendment as necessary. Activities which are prohibited include, but are not limited to,
Marketing, as defined by 45 CFR § 164.503 or the sharing for Commercial Use or any purpose construed
in or Commercial Use even if such sharing would be ermitted b federal
b Covered Entity as Market g p Y
Y
Y g
or state laws.
(g) Business Associate may de-identify Protected Health Information only at the specific
direction of and only for the use of Covered Entity. Business Associate may not sell Protected Health
Information except at the direction of Covered Entity and in compliance with the requirements of the
HIPAA Security and Privacy Rule.
IV. AVAILABILITY OF PHI
(a) Access to Protected Health Information. Business Associate agrees, in the event the
Business Associate maintains protected health information in a Designated Record Set,to make available,
within ten (10) days of a request by Covered Entity in a time and manner designated by Covered Entity,
Protected Health Information in a Designated Record Set, to Covered Entity or as directed by Covered
Entity, to an individual in order to meet the requirements of 45 CFR § 164.524 of the HIPAA Security
and Privacy Rule.
(b) Amendments to Protected .Health Information. In the event that the Business Associate
maintains Protected Health Information in a Designated .Record Set, Business Associate agrees to make
any amendment(s) to Protected Health Information in a designated record set that the Covered Entity
directs or agrees to pursuant to the HIPAA Security and Privacy Rule at the request of Covered Entity of
an individual,within ten(10)days of receipt of a request from Covered Entity and in the time and manner
designated by Covered Entity.
(c) Accounting of Disclosures. Business Associate agrees to maintain and make available
the information required to provide an accounting of disclosures, as required by 45 CFR § 164.528 of the
HIPAA Security and Privacy Rule. Business Associate will comply with Covered Entity's policy
regarding accounting of disclosures.
(d) Document Disclosures. In the event an individual makes a request under this Section of
the Agreement directly to Business Associate, Business Associate will notify Covered Entity of such
request within three (3) business days and shall cooperate with, and act only at the direction of Covered
Entity in responding to such request.
V. OBLIGATIONS OF COVERED ENTITY
(a) Notice of Privacy Practices. Covered Entity shall provide Business Associate with the
notice of privacy practice that Covered Entity produces in accordance with 45 CFR § 164.520, as well as
any changes to that notice.
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(b) Notice of Changes in Individual's Access or Protected Health Information. Covered
Entity shall provide Business Associate with any changes in, or revocation of, permission by an
Individual to use or disclose Protected. Health Information, is such changes affect Business Associate's
permitted or required uses.
(c) Notice of Restriction in Individual's Access to Protected Health Information. Covered
Entity shall notify Business Associate of any restrictions to the use or disclosure of Protected Health
Information that Covered Entity has agreed in accordance with 45 CFR § 164.522 to the extent that such
restriction may affect Business Associate's use of Protected Health Information.
VL PERMISSABLE RE VESTS BY COVERED ENTITY
Requests Permissible Under HIPAA. Covered Entity shall not request Business Associate to use
or disclose Protected Health Information in any manner that would not be permissible under the Privacy
or Security Rule.
VII. TERMINATION
(a) Term. This Agreement shall be effective as of the date first set forth above and shall
terminate upon the earlier of (i) the termination of all agreements between the parties, and (ii) the
termination by Covered Entity for cause as provided herein.
(b) Termination for Cause. Notwithstanding anything in this Agreement to the contrary,
Covered Entity shall have the right to terminate this Agreement and the Service Agreement immediately
if Covered Entity determines that Business Associate has or will violated any material term of this
Agreement. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered
Entity shall provide an opportunity for Business Associate to cure the breach or end the violation.
Covered Entity may terminate this Agreement if Business Associate does not cure the breach or end the
violation within the time period specified by Covered Entity. If termination, cure or end of the violation
is not feasible, Covered Entity may report the violation to the Secretary.
(c) Obligation of Business Associate Upon Termination. At termination of this Agreement,
the Service Agreement(or any similar documentation of the business relationship of the Parties), or upon
request of Covered Entity, whichever occurs first, Business Associate, shall:
A. if feasible, return (in a manner or process approved by the Covered Entity) or destroy
all Protected Health Information, regardless of form, including but not limited to
paper or electronic format, received from Covered Entity, or created, maintained or
received by Business Associate on behalf of Covered Entity. Business Associate
shall retain no copies of the Protected Health Information. This provision shall also
apply to Protected Health Information and other confidential information in the
possession of sub-contractors or agents of Business Associate.
B. If such return or destruction is not feasible, Business Associate shall (i) retain only
that Protected Health Information necessary for Business Associate to continue its
proper management and administration or to carry out its legal responsibilities; (ii)
return or destroy the remaining Protected Health Information that the Business
Associate still maintains in any form; (iii)extend the protections of this Agreement to
the retained Protected Health Information; (iv) limit further uses and disclosures to
those purposes that make the return or destruction of the Protected Health
Information not feasible; and (v) return or destroy the retained Protected Health
Information when it is no longer needed by Business Associate.
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(d) Survival. This paragraph shall survive the termination of this Agreement and shall apply
to Protected Health Information created, maintained, or received by Business Associate and any of its
subcontractors.
VIII. MISCELLANEOUS
(a) Indemnification. Business Associate agrees to indemnify, defend, and hold harmless
Covered Entity, its officers, agents, contractors and agents, against, and in respect of, any and all claims,
losses, expenses, costs, damages, obligations, penalties, and liabilities which Covered Entity may incur
by reason of Business Associate's breach of or failure to perform any its obligations pursuant to this
Agreement, including but not limited to any injury or damages arising from any noncompliance with this
Agreement or any Security Incident attributable to the negligence of Business Associate, including
failure to execute the terms of this Agreement. Further, Business Associate agrees to indemnify, defend,
and hold harmless Covered Entity, its officers, employees, contractors and agents, against all costs and
expenses, including but not limited to, reasonable legal expenses, which are incurred by or on behalf of
Business Associate in connection with the defense of such claims.
(b) Disclaimer. Covered Entity makes no warranty or representation that compliance by
Business Associate with this Agreement, HIPAA, HITECH, or the HIPAA Regulations will be adequate
or satisfactory for Business Associate's own purposes. Business Associate is solely responsible for all
decisions made by Business Associate regarding the safeguarding of Protected Health Information.
(c) Assistance in Litigation or Administrative Proceedings. Business Associate shall make
itself, and any subcontractors, employees, affiliates or agents assisting Business Associate in the
performance of its obligations under this Agreement, available to Covered Entity, at no cost to Covered
Entity, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being
commenced against Covered Entity, its directors, officers or employees based upon a claimed violation
of HIPAA, HITECH, the HIPAA Regulations, or other laws relating to security and privacy, except
where Business Associate or its subcontractor, employee or agent is named adverse party.
(d) Survival. The obligations of Business Associate under this Agreement shall survive the
expiration, termination, or cancellation of this Agreement, the Service Agreement and/or the business
relationship of the parties, and shall continue to bind Business Associate, its agents, employees,
contractors, successors, and assigns as set forth herein.
(e) Ownership of Information. Covered Entity holds all right, title, and interest in and to the
Protected Health Information and Business Associate does not hold and will not acquire by virtue of this
Agreement or by virtue of providing goods or services to Covered Entity, any right, title, or interest in or
to the PHI or any portion thereof.
(f) Right to Injunctive Relief. Business Associate expressly acknowledges and agrees that
the breach, or threatened breach,by it of any provision of this Agreement may cause Covered Entity to be
irreparably harmed and that Covered Entity may not have an adequate remedy at law. Therefore,Business
Associate agrees that upon such breach, or threatened breach, Covered Entity will be entitled to seek
injunctive relief to prevent Business Associate from commencing or continuing any action constituting
such breach without having to post a bond or other security and without having to prove the inadequacy
of any other available remedies. Nothing in this paragraph will be deemed to limit or abridge any other
remedy available to Covered Entity at law or in equity. Except as expressly stated herein or in the HIPAA
Security and Privacy Rule, the parties to this Agreement do not intend to create any rights in any third
parties.
(g) Amendment. The Parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the
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HIPSS Regulations. In addition, this Agreement may be amended or modified by the Parties only in
writing.
(h) Assignment. No Party may assign its respective rights and obligations under this
Agreement without the prior written consent of the other Party.
(i) Independent Contractor. None of the provisions of this Agreement are intended to create,
nor will they be deemed to create any relationship between the Parties other than that of independent
parties contracting with each other solely for the purposes of effecting the provisions of this Agreement
and any other agreements between the Parties evidencing their business relationship. This Agreement
will be governed by the laws of the State of North Carolina. No change, waiver or discharge of any
liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance
of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other
occasion.
0) Regulatory References. A reference in this Agreement to a section in HIPAA, HITECH
or the HIPAA Regulations means the section as it currently is in effect or as amended.
(k) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning
that permits Covered Entity to comply with the HIPAA Regulations. The parties agree that, in the event
that any documentation of the arrangement pursuant to which Business Associate provides services to
Covered Entity contains provisions relating to the use or disclosure of Protected Health Information that
are more restrictive than the provisions of this Agreement, the more restrictive provisions will control.
The provisions of this Agreement are intended to establish the minimum requirements regarding Business
Associate's use and disclosure of Protected Health Information.
(1) Severability. In the event any part or parts of this Agreement are held to be
unenforceable, the remainder of this Agreement will continue in effect. In addition, in the event a party
believes in good faith that any provision of this Agreement fails to comply with the then-current
requirements of the HIPAA Security and Privacy Rule, such party shall notify the other party in writing.
For a period of up to (30) thirty days, the parties shall address in good faith such concern and amend the
terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, a parry
believes in good faith that the Agreement fails to comply with the HIPAA Security and Privacy Rule,
then either party has the right to terminate upon written notice to the other party.
(m) Notices and Communications. All instructions, .notices, consents, demands, or other
communications required or contemplated by this Agreement shall be in writing and shall be delivered to
the Parry at the address below:
For Covered Entity: For Business Associate
Alvonia Baldwin Nancy Coston
PO Box 8181 113 Mayo Street
Hillsborough,NC 27278 PO Box 8181
Hillsborough,NC 27278
(n) Strict compliance. No failure by any Party to insist upon strict compliance with any
terms or provisions of this Agreement, to exercise any option,to enforce any right, or to seek any remedy
upon any default of any other Party shall affect, or constitute a waiver of, any Parry's right to insist upon
such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that
default or any prior, or contemporaneous, or subsequent default. No custom or practice of the Parties at
variance with any provisions of this Agreement shall affect, or constitute a waiver of, any Party's right to
demand strict compliance with all provisions of this Agreement.
(o) Governing Law. This Agreement shall be governed and construed in accordance with the
laws of the State of North Carolina except to the extent that North Carolina laws have been pre-empted by
8
May 2014
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
HIPAA and without giving effect to principals of conflicts of law. Jurisdiction shall be Orange County,
North Carolina, for purposes of litigation resulting from disagreements of the Parties for purposes of this
Agreement and the Service Agreement(s).
(p) E-Verify. Employers and their subcontractors with 25 or more employees as defined in
Article 2 of Chapter 64 of the NC General Statutes must comply with E-Verify requirements to contract
with governmental units. E-Verify is a Federal program operated by the United States Department of
.Homeland Security and other federal agencies, or any successor or equivalent program used to verify the
work authorization of newly hired employees pursuant to federal law. Where applicable, failure to
maintain compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General
Statutes shall constitute breach of this Agreement. If applicable, by executing this Agreement, Business
Associate affirms that they are in compliance with Article 3 of Chapter 64 if the North Carolina General
Statutes.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written
above.
COVERED ENLTUTX ned by: BUSINESS SoS gIA E:
�, Natn,(,� C StNu
By: - By: oAE,�,�
E7B'SV'5266566 ...
Title: Director Title: 7/24/2015
9
Moy 2014
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
EXHIBIT A
COVERED ENTITY PRIVACY OFFICER CONTACT INFORMATION
To report to Covered Entity any use or disclosure of Protected Health Information not in compliance with
the terms of this Agreement that might be considered a privacy breach, Business Associate should contact
the Privacy Officer at the applicable entity. To report to Covered Entity any Security Incident(as defined
in the Agreement), Business Associate should contact Nancy Coston, Social Services Director,or the
Security Officer at The Orange County Health Department.
10
Moy 2014
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract f+68-2014
Senior Care of Orange County,Inc,
ATTACHMENT D
CONFLICT OF INTEREST POLICY
Orange County Department of Social Services
The Board of Directors/Trustees or other governing persons, officers, employees or agents are to
avoid any conflict of interest, even the appearance of a conflict of interest, The Organization's
Board of Directors/Tntstees or other governing body, officers, staff and agents are obligated to
alwvays act in the best interest of the organization.This obligation requires that any Board member
or other governing person, officer, employee or agent, in the performance of Organization dirties,
seek only the furtherance of the Organization mission. At all times, Board members or other
governing persons, officers, employees or agents, are prohibited from using their job title, the
Organization's name or property, for private profit or benefit.
A. The Board members or other governing persons, officers, employees, or agents of the
Organization should neither solicit nor accept gratuities, favors, or anything of monetary value
from current or potential contractors/venders, persons receiving benefits from the Organization or
persons who may benefit from the actions of any Board member or other governing person,
officer, employee or agent. This is not intended to preclude bona-fide Organization fund raising-
activities.
B. A board or other governing body mernber may, with the approval of Board or other governing
body, receive honoraria for lculhires and other such activities while not acting in any official
capacity for the Organization. Officers may, with the approval of the Board or other governing
body, receive honoraria for lectures and other such activities while on personal days,
compensatory time, annual leave, or leave without pay. Employees nifty, with the prior written
approval of their supervisor, receive honoraria for lectures and other such activities while on
personal days, compensatory time, annual leave, or leave without pay. If a Board or other
governing body member, officer, employee or agent is acting in any official capacity, honoraria
received in connection with activities relating to the Organization are to be paid to the
Organization,
C.No Board member or other governing person, officer, employee, or agent of the Organization
shall participate in the selection, award, or administration of a purchase or contract with a vendor
where,to his knowledge,any of the following has a financial interest in that purchase or contract:
1. The Board member or other governing person,officer,employee,or agent;
2. Any member of their family by whole or half blood, step or personal relationship or
relative-in-law;
3. An organization in which any of the above is an officer,director,or employee;
4. A person or organization with whom any of the above individuals is negotiating or has
any arrangement concerning prospective employment or contracts.
D. Dirty to Disclosure-- Any conflict of interest, potential conflict of interest, or the appearance
of a conflict of interest is to be reported to the Board or other governing body or one's supervisor
immediately.
E.Board Action--When a conflict of interest is relevant to a matter requiring action by the
Board of Directors/'Trustees or other governing body,the Board member or other governing
person,offi
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract#68-20 M
Senior Care of Orange County,Inc.
committees with governing board delegated powers considering the possible conflict of interest.
After disclosure of all rnatcrial facts,and after any discussion with the person, he/she shall leave
the governing board or committee meeting while the determination of a conflict of interest is
discussed and voted upon. The remaining board or committee members shall decide if a conflict
of interest exists. In addition,the person(s)shall not participate in the final deliberation or
decision regarding the matter under consideration and shall leave the meeting during the
discussion of and vote of the Board of Directors1frustees or other governing body.
F. Violations of the Conflicts of Interest Policy -- If the Board of Directors/Trustcos or other
governing body has reasonable cause to believe a member, officer, employee or agent has failed
to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such
belief and afford the person an opportunity to explain the alleged failure to disclose. If, after
hearing the person's response and after making further investigation as warranted by the
circumstances, the Board of Directors/Trustees or other governing body determines the member,
officer, employee or agent has failed to disclose an actual or possible conflict of interest, it shall
take appropriate disciplinary and con•ective action.
G. Record of Conflict -- The minutes of the governing board and all committees with board
delegated powers shall contain:
1. The tnarnes of the persons who disclosed or otherwise were foinsd to have an actual or
possible conflict of interest, the nature of the conflict of interest, any action taken to
dctennine whether a conflict of interest was present, and the governing board's or
committees decision as to whether a conflict of urterest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the
transaction or arrangement that presents a possible conflict of interest,the content of the
discussion, including any alternatives to the tn•ansaction or arrangement, and a record of
any votes taken in connection with the proceedings.
Approved by:
5eWjov- Cov- c4
Name of Organization
ignature of Organization Official
Conflict of Interest Policy(06104) Page 2 of 3
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract#68-2014
Senior Care of Orange County,Inc.
NOTARIZED CONFLICT OF INTEREST POLICY
State of North Carolina
County of Orange
Notary Public for said County and State,
certify than to_I,��ru1-< personally appeared before Rye this
day and acknowledged that lie/she is _ _ , � of
and by that authority duly given and as the
act of the corporation, affirmed that the foregoing Convict of Interest Policy was adopted by lire
Board of Directors in a meeting held on the day of Af
Sworn to and subscribed before ine this 0 day of ,
oo2� � c--Kyvt Cr-ic K- nk (official Seal)
Notary Public
My Commission expires ,20 I
yp111nIm1111jf
4'
o
''. NCE 0,y\
«ff111 11 1 4 17 N\\
Conflict of Interest Policy(46144) Page 3 of 3
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract#63-2014
Senior Care of Orange County, Inc.
ATTACHMENT
OVERDUE TAXES
Orange County,Department of Social Services
Instructions: Grantee/Provider should complete this certification for all funds received. Entity
should enter appropriate data in the yellow highlighted areas. The completed and signed form
must be provided to the County Department of Social Services.
Florence Cray Soltys Adult Day Health Program
Operated by: Senior Care of Orange Coutrty,lite.
105 Meadowland Drive
Hillsborough,North Carolina 27278
06124/2015
To: Orange County Department of Social Services
Certification:
We certify that the Senior Care of Orange County; Inn does not have any overdue tax debts,as
defined by N.C.G.S. 105-243.11, at the federal, State,or local level. We further understand that
any person who makes a false statement in violation of N.C.G.S. 1430-6-23(c) is guilty of a
criminal offense punishable as provided by N.C.G.S. 1430-10-1(b),
Sworn Statement:
John Hammond and David Wilkerson] being duly sworn, say that we are the Board Chair and
Treasurer,respectively,of Senior Care of Orange County; Inc of Hillsborough in the State of
North Carolina; and that the foregoing certification is true,accurate and complete to the best of
our knowledge and was made and subscribed by its. We also acknowledge and understand that
any misuse of State funds Will be Deported to the appropriate authorities foi-further action.
N E 0�+4,1;
a •d Ch e 0
AUBOG =s
Sworn to and subscribed before me on the day of the date of said certification. +'•�''4 \3
SCE GO0
"fill
#� t t yr My Commission Expires:�����k ao
otary dignature and Seat)
t G.S. 105-243.1 defines:Overdue t;tx debt_—Any part of a tax debt that remains unpaid 90 days or more after the
notice oftinal assessment was mailed to Elie taxpayer.The term does not include a tax debt,however,if the taxpayer
entered into an installment agreern4mL for the tax debt under G.S. 105-237 within 90 days after the notice of fina[
assessment was mailed pd has not failed to make any payments due under the installment agreement."
Overdue Taxes--(07108) Page I of l
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract 968-2014
Senior Care of Orange County, Inc.
ATTACHMENT J
CERTIFICATION REGARDING TRANSPORTATION
Orange County Department of Social Services
By execution of this Agreement the Contractor certifies that it will provide safe client transportation by:
1. Insuring that all drivers (including employees, contractors, contractor's employees, and
volunteers) shall be at least 18 years of age;
2. Insuring that all drivers (including employees, contractors, contractor's employees, and
volunteers) shall be licensed to operate the specific vehicle used in transporting clients in
accordance with Chapter 20-7 of the General Statutes of North Carolina and the Division of
Motor Vehicle requirements;
3. Insuring that all vehicles transporting clients shall have at least the minimum level of liability
insurance appropriate for the type of vehicle as defined by Article 7, Rule R2-36 of the North
Carolina Utilities Commission;
4. Insuring that the contractor shall have written policies and procedures regarding how drivers
handle and report client emergencies and/or vehicle crashes involving clients to contractor and
how contractor notifies the Orange County Department of Social Services;
5. Contractor will maintain records documenting the following(County may require contractor to
provide):
a.Valid current copies of Drivers License for all drivers;
b.Current valid Vehicle Registration, for all vehicles transporting clients;
c.Driving records for all drivers for the past three years and with annual updates;
d.Criminal Background checks through North Carolina Law Enforcement or NC1C
prior to employment and every three years thereafter;
e.Alcohol and Drug Testing policy to meet the Federal Transit Authority guidelines.
6. Disclosing, at the outset of the contract, upon renewal and upon request, any criminal convictions
or other reasons for disqualifications from participation in Medicare, Medicaid or Title XX
pr as9nSignature on this farm confirms this statement.
Q'"'" ,,,A - Director
Ezs� s�.Z443...
Signature Title
senior care of orage county; Inc. 7/20/2015
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Transportation Certification(05/09) Page 1 of 1
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract#68-2014
Senior Care of Orange County, Inc.
ATTACHMENT K
501(c)(3) and TAX EXEMPT STATUS
Orange County Department of Social Services
What is a Private Non Profit Agency?
Answer: A private non profit is an organization that is incorporated under State law and whose
purpose is not to make a profit,but rather to further a charitable, civic, religious, scientific, or
other lawful purpose. The Secretary of State's office grants corporate status to organizations in
North Carolina.
What is a 501(c)(3) designation?
Answer: When the agency becomes a state private non profit corporation, it can then apply for
501(c)(3) designation through the IRS. Once the IRS grants 501(c)(3) status,the organization is
exempt from certain taxes and any donations to the charitable organization are tax deductible.
Many individuals and organizations prefer to make donations to 501(c)(3) private non profits.
Who can obtain a 501(c)(3) designation?
Answer: Any organization or group can apply for 501(c)(3) status, provided their charter or
mission focuses on the non profit's objective.
Another option is to apply for a 509(a)(1) status which falls under the 501(c)(3) umbrella. Being
a 509(a)(1) designates an organization as a tax-free public charity that receives most of its
support from a governmental unit or from the general public. Becoming a 509(a)(1) provides
public recognition of tax-exempt status, advance assurance to donors of deductibility of
contributions, exemption from certain State and federal taxes, and non profit mailing privileges.
Organizations that typically qualify are churches, educational institutions, hospitals, and
governmental units.
To learn more about non profits, visit www.irs.gov, or call the tax-exempt helpline at 877-829-
4933.
How does a Private Non Profit obtain Tax Exempt Status?
A private non profit must apply to the IRS for tax exempt status. To qualify, applicants must
complete and submit to the IRS Form 1023. Once federal tax exempt status is granted, the
private non profit applies for State tax exempt status by completing Form CD-435 and
submitting it to the N. C. Department of Revenue.
- - — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — -
Please attach proof of 501(c)(3) or IRS tax-exempt status to this page.
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
11/10/2008 09;53 43197328173 RC NEIGH8pLPS CO INC PAGE 02
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(877) 629-5500
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aim 30
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3,70(b) (1) (A) (•v3.)
Form $90 Requdxetl=
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YES
Wffcct3ve Dace of 8tioat
NARCO 39, 2004
►acCri.t�as ir. ;Fc ;s! }:.3 7,`v. CantiibrW iaa Deductibil,i�=
d.,.I. ,r. k:y;� ?r,:; x.°: • ..
Advance Ruling 8ndiza Dates
:''17fii i�• •° OWM 30, 2809
,• Dess �,ppl$,Caat:
r.e:v:.;,• c,: •we Are. �i��l�a to.ice$" Yau that review of YO= application
:�C� ti�7C
oll av a 'C": "`B RLi19•{ )baVC 'asrmi v�f e4 that '7= aM R+Pt f7 Yede�ea'L i0com �83G
:3? v.>xz;: sv+�rdt-54l(�) (31 •Of the TACexaal Reveaue Code. Contrib<ttS.oaaa to YOU
d title andej� a4Pet•iiM 1'10 of tiffie Code. You - also qualiacd to XOM ve
Cs:+:r• r:� tax:..dmuwtililw-..b este i�a7mvie". transfers or gifts Under Mection 3055. 21136
aak :'�' j•r:... cx'8533 .bf�Bbe rQ�'oti .=;�5ecauee this lattar Cmda help xogol aay CjMSt>tion6
'` te.^`,• 4 i, �'A�`eft otet you shotal.d keep it in y3nS peat records.
spa euaii t 4ba$ b=MWt melgr Sect.ioaa Sol{C) 13) of the Code aV furtber claasi.fled
d'%1 Ag•A&:Lth6r yublic charities or pxivete f0andat IOes. During your adtranca Zulu* t
w'? period. ywu vai31 be tmated as a public fixity. 'Ycmr advw=a r�rliag Period
bee*w with the effgctivae dale of yams exem�stioa and e»a� with �►dv&ace ruling
wading date ebOrm in !ha h6adi=91 of the letter. Y
y befars t1w .end of your advance 7r aing Period, we wiXl send r= Fortin
6734, support Scbedde f= Adv on ftl.ing Period. You will Nava 90 days OftAW
e of youx advance railing•period to %Vtuim the 00VIeted fQ=- NO wi7.l
the ti7,y gave, in writing, about yo%= pulbj:Lc cberity status..
5
Pleame see gzualosed =fO=Kticn fox amewpt 0xguni.$aticaas Under 5ecticaz
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LBLtiaa 1045 (DD/CG)
i ,
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract 468-2014
Senior Care of Orange County,Inc.
ATTACHMENT M
STATE CERTIFICATION
Contractor Certifications Required by North Carolina Law
Orange County Department of Social Services
Instructions
The person who signs this document should read the text of the statutes listed below and consult with counsel and other
knowledgeable persons before signing.
• The text of Article 2 of Chapter 64 of the North Carolina General Statutes can be found online at:
http://Nvww.ncga.state.ne.us/EnactedLegislation/Statutes/PDF/ByArticle/Chapter_64/Article 2_.pd3'
• The text of G.S. 105-164.8(b)can be found online at:
http://tivww.neya.state.ne.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_105/GS_1.05-164.8.pdf
• The text of G.S. 143-48.5 (S.L. 2013-418, s. 2.(d))can be found online at:
http://www.ncga.state.ne.us/Sessions/2013/Bills/House/PDF/H786v6.pdf
• The text of G.S. 143-59.1 can be found online at:
http://wwtiv.ncga.state.ne.us/EnactedLegistation/Statutes/PDF/BySection/Chapter_143/GS_143-59.I.pdf
• The text of G.S. 143-59.2 can be found online at:
http://www.nc r a.state.ne.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143/GS_143-59.2.pdf
• The text of G.S. 147-33.95(8)(S.L. 2013-418, s. 2. (e))can be found online at-
fittp://www.nc 2a.state.ne.us/Sessions/2013/BiIIs/House/PDF/H786v6. df
Certifications
(1) Pursuant to G.S. 143-48.5 and G.S. 147-3395(g), the undersigned hereby certifies that the Contractor named
below, and the Contractor's subcontractors, complies with the requirements of Article 2 of Chapter 64 of the NC
General Statutes, including the requirement for each employer with more than 25 employees in North Carolina to
verify the work authorization of its employees through the federal E-Verify system." E-Verify System Link:
www.uscis.gov
Local government is specifically exempt from Article 2 of Chapter 64 of the North Carolina General Statutes.
However, local government is subject to and must comply with North Carolina General Statute §153A-99.1.,
which states in part as follows:
Counties Must Use E-Verify. -Each county shall register and participate in E-Verify to verify the work
authorization of new employees hired to work in the United States.
(2) Pursuant to G.S. 143-59.1(b), the undersigned hereby certifies that the Contractor named below is not an
"ineligible Contractor"as set forth in G.S. 143-59.1(a)because:
(a) Neither the Contractor nor any of its affiliates has refused to collect the use tax levied under Article 5 of
Chapter 105 of the General Statutes on its sales delivered to North Carolina when the sales met one or
Contractor Certifications Required by North Carolina Law Page 1 of 2
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract#68-2014
Senior Care of Orange County,Inc.
more of the conditions of G.S. 105-164.8(b); and
(b) [check one of the following boxes]
❑ Neither the Contractor nor any of its affiliates has incorporated or reincorporated in a "tax haven
country" as set forth in G.S. 143-59.1(c)(2) after December 31, 2001; or
❑ The Contractor or one of its affiliates has incorporated or reincorporated in a"tax haven country"
as set forth in G.S. 143-59.1(c)(2) after December 31, 2001 but the United States is not the
principal market for the public trading of the stock of the corporation incorporated in the tax
haven country.
(3) Pursuant to G.S. 143-59.2(b), the undersigned hereby certifies that none of the Contractor's officers, directors,
or owners (if the Contractor is an unincorporated business entity) has been convicted of any violation of Chapter
78A of the General Statutes or the Securities Act of 1933 or the Securities Exchange Act of 1934 within 10 years
immediately prior to the date of the bid solicitation.
(4) The undersigned hereby certifies further that:
(a) He or she is a duly authorized representative of the Contractor named below;
(b) He or she is authorized to make, and does hereby make, the foregoing certifications on behalf of the
Contractor; and
(c) He or she understands that any person who knowingly submits a false certification in response to the
requirements of G.S. 143-59.1 and-59.2 shall be guilty of a Class I felony.
senior care of orage county; inc.
DocuSigne y:
Contractor s Name
g"A -- 7/20/2015
€71151152 .®aaa... --
Signature of Contractor's Authorized Agent Date
Alvonia Baldwin Director
Printe Ne-oa tractor's Authorized Agent Title
vt��tvy vice.
61BFBEa81a56447 office Manager
Signature of Witness Title
Kristin Price 7/20/2015
Printed Name of Witness Date
The witness should be present when the Contractor's Authorized Agent signs this certification and should sign and date
this document immediately thereafter.
Contractor Certifications Required by North Carolina Law Page 2 of 2
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract#68-2014
Senior Care of Orange County, Inc.
ATTACHMENT N
OUTCOMES AND REPORTING
Orange County Department of Social Services
By signing and submitting this document,the Contractor certifies that it agrees to the following:
1. The Contractor agrees to participate in program, fiscal and administrative monitoring and/or audits,
making records and staff time available to Federal, State and County staff.
2. The Contractor agrees to take necessary steps for corrective action, as negotiated within a corrective
action plan,for any items found to be out of compliance with Federal, State, and County laws, regulations,
standards and/or terms of the Contract.
3. The Contractor agrees that continuation of and/or renewal of this Contract is contingent on meeting the
following requirements. The Contractor agrees to:
A. Provide Adult Day Health Services, according to the North Carolina State Standards for
Certification, to clients referred by the County.
B. Comply with all State licensing standards, all applicable accrediting standards and any other
standards or criteria established by the North Carolina Department of Health and Human
Services to assure quality of services
C. Maintain all financial and program records for a period of three years from the date of final
payment under this agreement for inspection by the County,the Area Agency on Aging and the
Comptroller General of the United States, or any of their duly authorized representatives. If any
claim, litigation, negotiation, audit or other action involving the Contractor's records has been
started before the expiration of the three-year period,the records must be retained until
completion of the action and resolution of all issues that arise from it.
D. Maintain appropriate program records, client case files which document the provision of the
agreed upon service(s); and maintain a valid authorization for services for each client
determined to be eligible by the County and authorized by the County for service(s)provided
under this agreement.
E. Furnish financial and program data as required to document the basis for the reimbursement rate
and to document that applicable standards have been met.
F. Be responsible for compliance with the audit requirements of the Department of Health and
Human Services.
a. An annual audit is to be performed in accordance with OMB Circular A-110 by an
"independent auditor." "Independent auditor"means either:
i. A state government auditor for the Department of Human Resources or the
Department of Administration, Office of the State Auditor; or
ii. A certified public accountant.
b. Upon completion of the audit, a copy of the audit report must be forwarded to the
County.
G. Notify the County of participant absences of more than 5 days.
H. Notify the County, in a timely manner,of significant changes in the clients' conditions or
situations.
Outcomes (06104) Pagel of 2
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
Contract 468-2014
oocuSigned by: Senior Care of Orange County, Inc.
E^�-� g" - Director
E�asoszassa
Signature Title
senior care of orage county; Inc. 7/20/2015
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Outcomes (06/04) Page 2 of 2
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
L&P Contribution Notice
Liability & Property Declarations
N O R T H C C A R O L I N A
ASSOCIATION OF COUNTY COMMISSIONERS
RISK MANAGEMENT POOLS Contract General Provisions
Covering the Counties that Cover our State
Property Coverage
Senior Care of
Orange County Business Automobile Coverage 5
July 1 , 2015-July 1 , 2016
Grime Coverage
_ liability & Property Pool
Contribution Notice, Public Official Liability
Declarations and
Coverage Documents
Employment Practices Liability
Environmental Impairment
Liability Coverage
Cyber Liability and Expense 10
N CACC Staff 11
NCACC Risk Control Services 12
O Copyright �
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
NO' R T H G A R O 1. r N A NCACC Risk Management Pools
AsSOCIATION OF COUNTY CJ0MM'ISSION,ERS Liability and Property
SECTION V
PUBLIC OFFICIALS LIABILITY
CONTRACT DECLARATIONS
Participant SENIOR CARE OF ORANGE COUNTY CO., INC
Contract Number LP-SE-525.15
Contract Period July 1,2015 to July 1, 2016
Effective Time 12:01 A.M., Eastern Daylight Time
SCHEDULE OF COVERAGES AND LIMITS
COVERAGE LIMIT
Coverage Agreement A, Public Officials'Wron ful Act, Each Occurrence $2,000,000
Coverage Agreement B, Sexual Misconduct, Each Person $500,000
Coverage Agreement B, Sexual Misconduct, Per Contract Period $1,000,000
DEDUCTIBLE
Coverage Agreement A, Public Officials Wrongful Act, Each Occurrence $5,000
Coverage Agreement B, Public Officials Wrongful Act, Each Occurrence $5,000
NCACC RMP Public Officiais Liability Declarations Page Issued
Edition 7/112014 7/10/2015
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
SECTION V: PUBLIC OFFICIALS LIABILITY COVERAGE
i
i The Pool agrees with the Participant in consideration of the payment of the contribution and in reliance
upon the statements in the Application and subject to the limits of liability, exclusions, conditions, and
other terms of this Contract as follows:
A. Public Officials Liability Coverage Agreement
1. The Pool will pay on behalf of a Covered Person any Damages the Covered Berson becomes
legally obligated to pay because of a Public Officials Wrongful Act that occurs during the Contract
Period.
2. The Pool shall have the right and duty to defend any claim or Suit against a Covered Person
alleging a Public Officials Wrongful Act for which coverage is afforded under Section V(A)(1).
3. The coverage afforded under Section V(A)(1) shall not apply to punitive damages, attorney's
fees, treble damages, fines, penalties, or multiplied damages.
B. Limited,Sexual Misconduct_Coverage Agreement
1. The Pool will pay on behalf of a Covered Person any Damages for Bodily Injury or Personal Injury
the Covered Person becomes legally obligated to pay because of Sexual Misconduct occurring
during the Contract Period, where such Damages were caused by the Covered Person's
negligence in hiring, training or supervision practices,
3 2. The indemnity coverage afforded under Section V(B)(1) shall not apply:
a, on behalf of a Covered Person who personally commits Sexual Misconduct;
b. on behalf of a Covered Person who remains passive upon gaining any knowledge of Sexual
Misconduct; or
c, to punitive damages, attorney's fees, treble damages, fines, penalties, or multiplied damages.
3. The Pool shall have the right and duty to defend any claim or Suit against a Covered Person in
which Sexual Misconduct covered under Section V(S)(1) is alleged. In accordance with Section
V(D) (Defense Costs and Expenses), coverage for costs and expenses the Pool incurs in
defending such claims or Suits shall be provided in addition to any applicable limits and/or sub-
limits of liability.
4, The Pool shall have the right and duty to defend any claim or Suit for which indemnity coverage is
excluded pursuant Section V(13)(2)(a) and/or Section V(8)(2)(b); however, .the costs and
expenses the Pool incurs in defending such claims or Suits shall erode any applicable limits
and/or sub-limits of liability.
5. The coverage afforded under this Section V(B) (Limited Sexual Misconduct Coverage
Agreement) is subject to the following sub-iimits of liability:
a. $500,000.00 per person alleging Sexual Misconduct, regardless of the number of claimants,
claims made, incidents involving that person, or the number of Covered Persons involved.
i
b. $1,000,000.00 aggregate per Contract Period.
NCACC RRAP PUBLIC OFFICIALS LIABILITY SECTION Page 1 of 9
EDITION 711/2615
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
C. Immunity
The parties to this Contract intend for no coverage to exist under Section V (Public Officials Liability
Coverage) as to any claim for which the Covered Person is protected by sovereign immunity andfor
governmental immunity under North Carolina law. It is the express intention of the parties to this
Contract that none of the coverage set out herein be construed as waiving in any respect the
entitlement of the Covered Person to sovereign immunity and/or governmental immunity.
D. Defense Costs and Expenses
1. Except as stated in Section V(13)(3), for any claim or Suit the Pool defends for which coverage is
afforded under this Section V of the Contract, the Pool will pay at its expense, in addition to the
limits of liability stated in the Contract Declarations and Section V(G), and the sub-limits of liability
stated in Section V(8)(4):
a. Expenses incurred in the investigation, adjustment, defense, and settlement of covered
claims or Suits;
b. Other reasonable expenses, except salaries of a Covered Person, incurred by a Covered
Person at the Pool's request; and
c. Court costs required by law, including pre judgment interest.
2. However, if the Pool defends any claim or Suit for which coverage is not afforded under this
Section V of the Contract, the Pool shall have the right to seek reimbursement from the
Participant for any costs and expenses the Pool incurs in defending any uncovered claim or Suit.
E. Covered Persons
The following are Covered Persons, as the term is used in this Section V of the Contract:
1. The Participant;
2. Lawfully elected or appointed officials of the Participant while acting under the jurisdiction of the
Participant and within the course and scope of his or her authority as a lawfully elected or
appointed official under the jurisdiction of the Participant;
3. Employees of the Participant or employees of lawfully elected or appointed officials of the
Participant working at the direction or control of a lawfully elected or appointed official of the
Participant, but only while working within the course and scope of their employment, and provided
the employee is not a Covered Person under any other Section of the Contract; and
4. Members of a commission, board, or other unit operating under the jurisdiction of the Participant,
within apportionment of its total operating budget. Coverage shall not apply to any of the following
boards, commissioners, or units, unless specifically endorsed hereon or specifically included on
the Application: schools, airports, transit authorities, hospitals and health clinics, municipally-
owned gas or electric companies, housing authorities, or fire stations. However, coverage shall
apply to transit authorities and health clinics owned by a health department, which have paid a
premium to the Pool to be included as a named Participant under the Contract.
J
NCACC RMP PUBLIC OFFICIALS LIABILITY SECTION Page 2 of 9
EDITION 71112Q15
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
F .0
Policy No. SM-895158
EVANSTON INSURANCE COMPANY Prev. No. GN200 119
MARKEL"
DECLARATIONS—SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY
INSURANCE—CLAIMS MADE COVERAGE
SPECIFIED MEDICAL PROFESSIONS GENERAL LIABILITY(INCLUDING
PRODUCTS AND COMPLETED OPERATIONS LIABILITY) INSURANCE
CLAIMS MADE COVERAGE
Claims Made Coverage: The coverage afforded by this policy is limited to liability for only those Claims
that are first made against the Insured during the Policy Period or the Extended Reporting Period, if
exercised.
Notice: This is a duty to defend policy. Additionally,this policy contains provisions that reduce the limits of
liability stated in the policy by the costs of legal defense and permit legal defense costs to be applied against
the deductible, unless the policy is amended by endorsement. Please read the policy carefully,
1. NAMED INSURED: Senior Care of Orange County,Inc.
2. BUSINESS ADDRESS:
105 Meadovdand Dr.
Hillsborough, NC 27278
3. POLICY PERIOD: From July 13,2013 to July 13,2014
12:01 A.M.Standard Time at address of Insured stated above
4. PROFESSIONAL SERVICES:
Adult Day Care
5. SPECIFIED PRODUCTS,GOODS,OPERATIONS AND PREMISES COVERED:
Adult Day Care Services; all related premises and operations of the Insured
6. LIMITS OF LIABILITY:
I. For Professional Liability:
A. Each Claim: $ 1,000,000
B. Aggregate: $ 3,000,000
H. ForGeneral Liability:
A. For Coverage A. (Bodily Injury and Property Damage Liability):
(1) Each Occurrence: $ 1,000,000
(ii) Damage to Premises—Any One Premises: $ 50,000
B. For Coverage B.(Personal Injury and Advertising Injury Liability):
(i) Each Person or Organization: $ 1,000,000
C. For Coverage C.(Medical Payments):
(t) Each Injured Person: $ 5,000
D. Aggregate—All Coverages: $ 3,000,000
Page 1
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
N O R `I°W' C A R O L I N A NCACC Risk Management Fools
AssociA-riON OF 00UNTY COMMISSIONERS Liability and Pi-opel-ty
SECTION 1
PROPERTY& INLAND MARINE COVERAGE
CONTRACT DECLARATIONS
Participant SENIOR CARE OF ORANGE COUNTY,INC.
Contract Number LP-SE-525-14
Contract Period July 1,2014 to July 1,2015
Effective Time 12:01 A.M,, Eastern Daylight Time
SCHEDULE OF PROPERTY AND INLAND MARINE LIMITS
Real and Personal Property covers e: Blanket Limit $8,000
Inland Marine coverage: Blanket Limit $0
(including, but not limited to: Mobile equipment, voting machines,
mobile radios,telephone equipment, communications towers,
landfill equipment,and miscellaneous equipment.
Do s or horses: Declared and Schedule values) $0
DEDUCTIBLES
Real and Personal Property er Occurrence $1,000
Inland Marine per Occurrence $1,000
Flood per Occurrence $P5,000
Earthquake per Occurrence $25,000
Terrorism per Occurrence $10,000
Mold per Occurrence $10,004
2%Wind Deductible NO
The following conditions apply to certain property and inland marine:
Any building over$1,000,000 in value and over fifty(50)years old requires an appraisal if
replacement cost is to apply. Otherwise,coverage shall be made on an actual cash value basis.
With regard to Law Enforcement Dogs&Horses values must be declared for coverage to apply.
If a new exposure is acquired by the Participant(Member during the year,such new exposure
must be reported for coverage to apply. This applies to exposures for which a limit is not already
shown on this Property and Inland Marine Contract Declarations page of automatically covered in the
Property Coverage document,
Any single Item of Fine Arts valued over$250,000 must be scheduled and have a recent appraisal.
( Coverage Extensions
NCACC RMP Property and Inland Marine Declarations Page
Edition 7/112414 issued
1 6/27/2014
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
The following Sub limits apply on a per occurrence basis, unless otherwise stated. Any
Sub limit shown as an annual aggregate applies per occurrence and to all losses for that
peril/coverage in the aggregate during the contract term.
For additional coverages and sub-limits are found in the Property Coverage document, under 7. Limits
of Liability and a description of the coverage is found under the PROPERTY DAMAGE-SECTION B,
3.ADDITIONAL COVERAGES section of the PROPERTY COVERAGE document.
Coverage Limits
Animal Mortality Coverage applies If
scheduled and endorsed
Landfill fires:Cost of extinguishing(any one occurrencelannual a re ale) $250,000 annual aggregate
TIME LIMITS OR LIMITATIONS
In Addition to the time limits shown elsewhere in this Contract,the following app I
Automatic Coverage 90 Day Period
Interruption by Civil Authorities 30 Day Period
Ingress/Egress 30 Day Period
Extended Period of Indemnity 180 Day Period
Snared Reinsurance Limits:
Earthquake: $5,000,000 limit per Occurrence subject to a$5,000,040 annual aggregate with a Sharer{
Reinsurance Limit with other members of CRL, Inc. of$300,000,000 annual aggregate.
Flood Coverage(Zones A and V)-$1,000,000 limit per Occurrence with a$1,000,000 annual aggregate
with a Shared Reinsurance Limit with other members of CRL, Inc.of a$20,000,000 annual aggregate.
Flood Coverage(Zones other than A and V)-$5,000,000 limit per Occurrence with a$5,000,000 annual
aggregate with a Shared Reinsurance Limit with other members of CRL, Inc. of$200,000,000
annual aggregate.
NAMED STORM including storm surge - $50,000,000 limit per member of the Pool with a
with a limitation of$200,000,000 for all locations combined within Tier One and Tier Two
and with a Shared Reinsurance Limit with other members of CRL, Inc.of a maximum of
$300,000,000 for all other locations.
NCACC RMP Property and Inland Marine Declarations Page
Edition 7/1/2014 Issued
2 6/27/2014
DocuSign Envelope ID: EAAlB08E-4226-45A4-818B-A35B979DD90C
�T INSURANCE A � ] Policy No. SM-895158
Ell A oil T zX tl tl� JI Prod.No. CN2003119
j ARKEV
DECLARATIONS—SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY
INSURANCE—CLAIMS MADE COVERAGE
SPECIFIED MEDICAL PROFESSIONS GENERAL.LIABILITY(INCLUDING
PRODUCTS AND COMPLETED OPERATIONS LIABILITY) INSURANCE -
CLAIMS MADE COVERAGE
Claims Made Coverage: The coverage afforded by this policy is limited to liability for only those Claims
that are first made against the Insured during the Policy Period or the Extended Reporting Period, if
exercised.
Notice: This Is a duty to defend policy.Additionally, this policy contains provisions that reduce the limits of
liability stated in the policy by the costs of legal defense and permit legal defense costs to be applied against
the deductible,unless the policy is amended by endorsement. Please read the policy carefully.
1. NAMED INSURED: Senior Care of Orange County, Inc.
2. BUSINESS ADDRESS:
105 Meadowland Ear.
Hillsborough,NC 27278
3. POLICY PERIOD: From July 13,2013 to July 13,2014
12:01 A.M.Standard Time at address of Insured stated above
4. PROFESSIONAL SERVICES:
Aduft Day Care
S_ SPECIFIED PRODUCTS,GOODS,OPERATIONS AND PREMISES COVERED:
Adult Day Care Services;all related premises and operations of the Insured
6. LIMITS OF LIABILITY:
I. For Professional Liability:
A. Each Claim: $ 1,000,000
B, Aggregate: $ 3,000,000
IL For General Liability:
A. For Coverage A. (Bodily Injury and Property Damage Liability):
(1) Each Occurrence: $ 1,000,000
(ii) Damage to Premises—Any One Premises: $ 50,000
B. For Coverage B, (Personal Injury and Advertising Injury Liability):
() Each Person or Organization: $ 1,000,000
C. For Coverage C. (Medical Payments):
() Each Injured Person: $ 5,000
D Co e
Aggregate ate—All v ra es; 3000 000
9g 9 ff $ ,
Page 1