Loading...
HomeMy WebLinkAbout2015-365-E DSS - Vantage Care and Staffing to provide employees to perform in-home services to OC DSS clients $415,647 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract#68-2021 Vantage Care& Staffing, L.L.C. CONTRACT # 68-2021 Fiscal Year Begins Julyl, 2015 Ends June 30. 2016_ NORTH CAROLINA ORANGE COUNTY IN-HOME AIDE PROVIDER SERVICES AGREEMENT THIS AGREEMENT, is made and entered into this _ day of 2015 by and between Orange County, North Carolina for and on behalf of the Orange County Department of Social Services and the Orange County Department of Aging (the "County"); and Vantage Care & Staffing, L.L.C. (the "Contractor") whose federal tax identification number or Social Security Number is: WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth,the County hereby contracts for the services of the Contractor,and the Contractor agrees to provide the services to the County in accordance with the terms of this Agreement. 1. Contract Documents: This Agreement consists of this document as well as each of the documents listed below as indicated(collectively referred to as the"Contract Documents"), If the word "Yes"appears beside the title of the contract document at the time both parties execute this Agreement, then that document is included as part of this Agreement. If the word "No"appears beside the title of the contract document at the time both parties execute this Agreement, then that document is not included as part of this Agreement. Each of the Contract Documents made part hereof are attached hereto and incorporated herein by reference to the same: TITLE OF CONTRACT DOCUMENT YES/NO (1) The General Terms and Conditions(Attachment A) YES (2) The Scope of Work, services,and rate(Attachment B) YES (3) Federal Drug Free Workplace &Nondiscrimination Certification (Attachment C) YES (4) Conflict of Interest Policy(Attachment D) YES (5) No Overdue Taxes Certification(Attachment E) YES (6) Certification Regarding Lobbying(Attachment G) YES (7) Certification Regarding Debarment(Attachment H) YES (8) Business Associate Addendum (Attachment 1) YES (9) Certification Regarding Transportation (Attachment J) YES Page 1 of 6 Contract General (06/15) DocuSign Envelope ID: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 Contract 968-2021 Vantage Care& Staffing, L.L.C. (10) State Certifications(Attachment M) YES (11) Outcomes&Reporting(Attachment N) YES (12) Contract Determination Questionnaire YES 2. Precedence Among Contract Documents: In the event of a conflict between or among the terms of the Contract Documents and this Agreement,the terms of this Agreement shall control. In the event of a conflict between or among the terms of the Contract Documents,then the Contract Documents with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Section 1, above,with Attachment A having precedence over Attachment B and so forth. 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 Agreement shall be effective from July 1, 2015 through June 30, 2016. 4. Contractor's Duties: The Contractor shall provide the services to the County described in Attachment B 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. (a) The total amount paid by the County to the Contractor under this Agreement for the provision of services to the Department of Social Services shall not exceed: $41.5,647. This amount consists of$415,647 in Federal, State and County funds (CFDA# ), $0 (source of other funds if applicable). (b) The total amount paid by the County to the Contractor under this Agreement for the provision of services to the Department on Aging shall not exceed: $75,000. This amount consists of $75,000 in Federal, State and County funds(CFDA # ), $0 (source of other funds if applicable). ® (c) There are no matching requirements from the Contractor. ❑ (d) The Contractor's matching requirement is $ , which shall consist of: ❑ in-kind ❑ Cash ❑ Cash and In-kind ❑ Cash and/or In-kind The contributions from the Contractor for matching requirements for the provision of services to the Department of Social Services shall be sourced from non-federal funds. 6. Reversion of Funds: Any unexpended grant funds shall revert to the County Department of Social Services upon termination of this contract. 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. Page 2 of 6 Contract General (06115) DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract 468-2021 Vantage Care& Staffing,L.L.C. 8. Pa meet Provisions: Payment shall be made in accordance with the Contract Documents as described in the Scope of Work, Attachment B. 9. Contract Administrators: Ali 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 Services Performed on Behalf of the Department of Social Services: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Renee Bynum, Adult Services Supervisor Renee Bynum,Adult Services Supervisor Orange County Department of Social Services Orange County Department of Social Services P.O. Box 8181 113 Mayo Street Hillsborough,NC 27278 Hillsborough,NC 27278 (919) 245.2881 (919)644-3005 b ynum co.omnge.nc.us For Services Performed on Behalf of the Department on A in IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Janice Tyler, Director Janice Tyler, .Director Orange County Department on Aging Orange County Department on Aging 2551 Homestead Road 2551 Homestead Road Chapel Hill,NC 27516 Chapel Hill,NC 27516 (919)968-2071 't ylera.co.oran e.nc.us For the Contractor: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Mildred Akachukwu Mildred Akaebukwu Vantage Care& Staffing, L.L.C. Vantage Care& Staffing, L.L.C. 1112 Pebble Creek Crossing 1112 Pebble Creek Crossing Durham,NC 27714 Durham,NC 27714 (919)638-9456 Phone (919)667-1563 Fax akachukwunaol.com Page 3 of 6 Contract General (06/15) DocuSign Envelope ID: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 Contract 468-2021 Vantage Care& Staffing,L.L.C. 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. Sunplementation 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 the funds shall not be used to reduce the Contractor's total expenditure of other public such services; P P 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. Termination: This Agreement may be terminated as specified in Attachment A, General Terms And Conditions. Page 4 of 6 Contract General (06115) DocuSign Envelope ID: FCE3F262-3C43-41 138-(30(37-AE5E968413477 Contract 468-2021 Vantage Care& Staffing,L.L.C. 17. Insurance Requirements_ Contractor shall obtain, at its sole expense, all insurance as required in Attachment A, General Terms And Conditions. 18. Indemnification: Contractor agrees to defend, indemnify, and hold harmless the County, for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by Contractor in accordance with Attachment A, General Terms And Conditions. It is the intent of this Section that Contractor indemnify County to the full extent permitted by law. 19. Entire A reement: The parties have read this Agreement, including the Contract Documents, and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties. 20. Interpretation: When the context in which words are used in this Agreement indicates that such is the intent, words shall in the singular number shall include the plural and vice versa. The masculine gender shall include the feminine and neuter. 21. 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 1 IA and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF, the County and the Contractor have been first duly authorized, have executed and entered into this Agreement as of the day and year first above written. VANTAGE Y; A7AFFING,L.L.C. �I�t t( o� Q�WU By: 7/21/2015 Signature Date Mildred Akachukwu Agency Director Printed Name Title ORANGE CO 6? TM CAROLINA j6Vcl&df, ( AMmtysb-� 7/29/2015 By: ®yssG��a,,. Bonnie Hammersley, County Manager Date Page 5 of 6 Contract General (06/15) DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract#68-2021 Vantage Care& Staffing, L.L.C. ATTACHMENT A GENERAL TERMS AND CONDITIONS Orange County Department of Social Services y person and Contractor that an such or entity,Relationships of the Parties p 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 General Terms and Conditions (04/14) Page 1 of 5 DocuSign Envelope ID: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 Contract#68-2021 Vantage Care&Staffing,L.L.C. (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, General Terms and Conditions—(04114) Page 2 of 5 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract 468-2021 Vantage Care& Staffing, L.L.C. 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 of this contract are subject to the Health Insurance conditions, provisions, representations, guarantees, and scope J p 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 unless the contractor and the contractor's subcontractors The Contractor will comply with the requirements of comply with the requirements of Article 2 of Chapter 64 of Section 106(g)of the Trafficking Victims Protection Act the North Carolina General Statutes. Where applicable, of 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#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. See. 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 underthis 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 General Terms and Conditions—(04114) Page 3 of 5 DocuSign Envelope ID: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 Contract 468-2021 Vantage Care& Staffing,L.L.C. 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 uired taxes.q i 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 al I 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 General.Terms and Conditions—(04/14) Page 4 of 5 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract#68-2021 Vantage Care& Staffing,L.L.C. 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 I IA 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 General Terms and Conditions—(04114) Page 5 of 5 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract 968-2021 Vantage Care& Staffing,L.L.C. ATTACHMENT B SCOPE OF WORK Orange County Department of Social Services and Orange County Department on Aging Federal Tax Id. or SSN Contract 0 68-2021 A. CONTRACTOR INFORMATION 1. Contractor Agency Name: Vantage Care& Staffing, L.L.C. 2. If different from Contract Administrator Information in General Contract: Address Telephone Number: Fax Number: Email: sdickev apremierhomelicaltlicare.com 3. Name of Program (s): In-Home Services 4. Status: ( ) Public ( ) Private,Not for Profit (X)Private, For Profit 5. Contractor's Financial Reporting Year July 1, 2015 through June 30,2016 B. Explanation of Services to be provided and to whom(include SIS Service Code): The Contractor will provide employees to perform in-home services for the Department of Social Services' clients and the Department on A in 's clients at the level amount and frequency specified by the social worker in the In-Home Aide Services Plan. (SIS Code 042)The Contractor will provide Level II Home Management and Level III Personal Care. 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) $14.40/hour 2. Negotiated County Rate. D. Number of units to be provided: E. Details of Billing process and Time Frames; The County 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$14.40/hour for approved services provided. For reimbursement,the Contractor must submit an original and two copies of an invoice by the fifth of the month for the preceding month's expenditures to the designated County Administrator. All invoices for the provision of services to the Department of Social Services shall be submitted to the Administrator for said Department. All invoices for the provision of services to the Department on Aging shall be submitted to the Administrator for said Department. The County Contract-Scope of Work(07/08) Page 1 of 2 DocuSign Envelope ID: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 Contract 968-2021 Vantage Care& Staffing,L.L.C. will reimburse the Contractor monthly upon receipt of a complete and correctly filed report. F.Area to be served/Delivery site(s): Qrane County DocuSigned by: DocuSigned by: Q lE la6AA32455... DA,Ef,,',,, 6 Nancy Coston, Social Service Director (Signature of Contractor) 7/21/2015 7/21/2015 (Date Submitted) (Date Submitted) DocuSigned by: B7_E962R16F454EA.__ Janice Tyler,Dept. on Aging Director 7/21/2015 (Date Submitted) Contract-Scope of Work(07/08) Page 2of 2 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract#68-2021 Vantage Care& Staffing,L.L.C. ATTACHMENT C CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS AND CERTIFICATION REGARDING NONDISCRIMINATION Orange County Department of Social Services and Department on Aging 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 good 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: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 Contract 968-2021 Vantage Care& Staffing,L.L.C. 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; (n 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: hUmi 9WAWU. Agency Director A Eft 9B3[�' ... Signature Title Vantage care & staffing, LLC 7/21/2015 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: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract#68-2021 Vantage Care& Staffing,L.L.C. ATTACHMENT D CONFLICT OF INTEREST POLICY Orange County Department of Social Services and Orange County Department on Aging 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/Trustees or other governing body, officers, staff and agents are obligated to always 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 duties, 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/vendors, 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 member may, with the approval of Board or other governing body, receive honoraria for lectures 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 may, 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: I. 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. Duty 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,officer, employee, or agent(person(s))must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of Conflict of Interest Policy(06/04) Page I of 3 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract 968-2021 Vantage Care& Staffing,L.L.C. committees with governing board delegated powers considering the possible conflict of interest. After disclosure of all material 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 Directors/Trustees or other governing body. F. Violations of the Conflicts of Interest Policy -- If the Board of Directors/Trustees 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 corrective action. G. Record of Conflict -- The minutes of the governing board and all committees with board delegated powers shall contain: 1. The names of the persons who disclosed or otherwise were found to have an actual or possible conflict of interest, the nature of the conflict of interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest 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 transaction or arrangement, and a record of any votes taken in connection with the proceedings. Approved by: N e of Organization ture of Organization Official \ DA Conflict of Interest Policy(06104) Page 2 of 3 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract#68-2021 Vantage Care& Staffing,L.L.C. NOTARIZED CONFLICT OF INTEREST POLICY State of North Carolina County of Orange I, � C�.J1GS ` S` i"1 Notary Public for said County and State, certify that TYN' r• L-,v IC W U personally appeared before me this day and acknowledged that he/she is �r�✓ of Vc'•w, �'C _ Skc£�►�-t . and by that authority duly given and as the act of the corporation, affirmed that the foregoing Conflict of Interest Policy was adopted by the Board of Directors in a meeting held on the day of ,u V%A- 017 Sworn to and subscribed before me this day of U"4— ,'L tc o1111111111` (Official Sea]) Notary Public �} Z My Commission expires D 2-06-1,0 , 20 Z COUttl+ 1f1111 Conflict of Interest Policy(06/04) Page 3 of 3 DocuSign Envelope ID: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 Contract#68-2021 Vantage Care&Staffing,L.L.C. ATTACHMENT E OVERDUE TAXES Orange County Department of Social Services and Orange County Department on Aging 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. ANTAGE CARE & STAFFING, LLC 1112 Pebble Creek Crossing Durham, North Carolina 27713 TELEPHONE: 919-638-9456 FACSIMILE: 919-667-1563 Jun�015 To: Orange County Department of Social Services Certification: We certify that the trr G�artg, =does not have any overdue tax debts, as defined by N.C.G.S. 105-243.1 , 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. 143C-6-23(c) is guilty of a criminal offense punishable as provided by N.C.G.S. 143C-10-I(b). Sworn Statement: Mildred Akachukwu being duly sworn, say that I am the Agency Director of Vantage Care& Staffing, LLC of Durham in the State of North Carolina and that the foregoing certification is true,accurate and complete to the best of my knowledge and was made and subscribed by me. I also acknowled a and understand that any misuse of State funds will be reported to the appropria aut ities for further action. � oo Agency for V� TA a _z �,o R� = - - "°Jl cl v G.S. 105-243.1 defines:Overdue tax debt.—Any part of a tax debt that rem ari W 90 days o or er the notice of final assessment was mailed to the taxpayer.The term does not include i ?te taxpayer entered into an installment agreement for the tax debt under G.S. 105-237 within 9 ice of final assessment was mailed and has not failed to make any payments due under the installment agreement." Overdue Taxes—(07108) Page 1 of 2 DocuSign Envelope ID: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 Contract 468-2021 Vantage Care& Staffing, L.L.C. Sworn to and subscribed before me on the day of the date of said certification. ALS���-ti My Commission Expires: O. 3-6'-.'4uZU (N ry(ignature and Seal) r���11f11Jft�+��r G0413 *i �aojaAl- � s .. . '4UB �G G Overdue Taxes (07108) Page 2 of 2 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract 468-2021 Vantage Care&Staffing,L.L.C. ATTACHMENT G CERTIFICATION REGARDING LOBBYING Orange County Department of Social Services and Department on Aging Certification for Contracts Grants Loans and Cooperative A gements The undersigned certifies,to the best of his or her knowledge and belief,that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of any Federal, state or local government agency, a Member of Congress, a Member of the General Assembly, an officer or employee of Congress,an officer or employee of the General Assembly, an employee of a Member of Congress, or an employee of a Member of the General Assembly in connection with the awarding of any Federal or state contract,the making of any Federal or state grant,the making of any Federal or state loan,the entering into of any cooperative agreement, and the extension,continuation, renewal, amendment, or modification of any Federal or state contract, grant, loan,or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal, state or local government agency, a Member of Congress, a Member of the General Assembly, an officer or employee of Congress, an officer or employee of the General Assembly, an employee of a Member of Congress, or an employee of a Member of the General Assembly in connection with the awarding of any Federal or state contract,the making of any Federal or state grant,the making of any Federal or state loan,the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal or state contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. (4) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than$100,000 for each such failure. Notwithstanding other provisions of federal OMB Circulars A-]22 and A-87, costs associated with the following activities are unallowable: Paragraph A. (1) Attempts to influence the outcomes of any Federal, State, or local election,referendum, initiative, or similar procedure,through in kind or cash contributions, endorsements,publicity, or similar activity; (2) Establishing, administering, contributing to, or paying the expenses of a political party, campaign, political action committee, or other organization established for the purpose of influencing the outcomes of elections; (3) Any attempt to influence: (i)The introduction of Federal or State legislation; or(ii)the enactment or modification of any pending Federal or State legislation through communication with any member or employee of the Congress or State legislature (including efforts to influence State or local Federal Certification—Lobbying(07108) Page ] of 3 DocuSign Envelope ID: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 Contract#68-2021 Vantage Care& Staffing,L.L.C. officials to engage in similar lobbying activity), or with any Government official or employee in connection with a decision to sign or veto enrol led legislation; (4) Any attempt to influence: (i)The introduction of Federal or State legislation; or(ii)the enactment or modification of any pending Federal or State legislation by preparing, distributing or using publicity or propaganda, or by urging members of the general public or any segment thereof to contribute to or participate in any mass demonstration,march, rally, fundraising drive, lobbying campaign or letter writing or telephone campaign; or (5) Legislative liaison activities, including attendance at legislative sessions or committee hearings, gathering information regarding legislation, and analyzing the effect of legislation,when such activities are carried on in support of or in knowing preparation for an effort to engage in unallowable lobbying. The following activities as enumerated in Paragraph B are excepted from the coverage of Paragraph A: Paragraph B. (1) Providing a technical and factual presentation of information on a topic directly related to the performance of a grant, contract or other agreement through hearing testimony, statements or letters to the Congress or a State legislature, or subdivision, member, or cognizant staff member thereof, in response to a documented request(including a Congressional Record notice requesting testimony or statements for the record at a regularly scheduled hearing)made by the recipient member, legislative body or subdivision, or a cognizant staff member thereof; provided such information is readily obtainable and can be readily put in deliverable form; and further provided that costs under this section for travel, lodging or meals are unallowable unless incurred to offer testimony at a regularly scheduled Congressional hearing pursuant to a written request for such presentation made by the Chairman or Ranking Minority Member of the Committee or Subcommittee conducting such hearing. (2) Any lobbying made unallowable by subparagraph A(3)to influence State legislation in order to directly reduce the cost, or to avoid material impairment of the organization's authority to perform the grant, contract, or other agreement. (3) Any activity specifically authorized by statute to be undertaken with funds from the grant,contract, or other agreement. Paragraph C. (1) When an organization seeks reimbursement for indirect costs,total lobbying costs shall be separately identified in the indirect cost rate proposal, and thereafter treated as other unallowable activity costs in accordance with the procedures of subparagraph B.(3). (2) Organizations shall submit,as part of the annual indirect cost rate proposal, a certification that the requirements and standards of this paragraph have been complied with. (3) Organizations shall maintain adequate records to demonstrate that the determination of costs as being allowable or unallowable pursuant to this section complies with the requirements of this Circular. (4) Time logs, calendars, or similar records shall not be required to be created for purposes of complying with this paragraph during any particular calendar month when: (1)the employee engages in lobbying(as defined in subparagraphs(a) and(b))25 percent or less of the employee's compensated hours of employment during that calendar month, and (2)within the preceding five- year period,the organization has not materially misstated allowable or unallowable costs of any nature, including legislative lobbying costs. When conditions(1)and(2)are met, organizations are not required to establish records to support the allowability of claimed costs in addition to records already required or maintained. Also, when conditions(1)and(2)are met,the absence of time logs, calendars, or similar records will not serve as a basis for disallowing costs by contesting estimates of lobbying time spent by employees during a calendar month. Federal Certification—Lobbying(07108) Page 2 of 3 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract#68-2021 Vantage Care&Staffing, L.L.C. (5) Agencies shall establish procedures for resolving in advance, in consultation with OMB, any significant questions or disagreements concerning the interpretation or application of this section. Any such advance resolution shall be binding in any subsequent settlements, audits or investigations with respect to that grant or contract for purposes of interpretation of this Circular; provided, however,that this shall not be construed to prevent a contractor or grantee from contesting the lawfulness of such a determination. Paragraph D. Executive lobbying costs.Costs incurred in attempting to improperly influence either directly or indirectly, an employee or officer of the Executive Branch of the Federal Government to give consideration or to act regarding a sponsored agreement or a regulatory matter are unallowable. Improper influence means any influence that induces or tends to induce a Federal employee or officer to give consideration or to act regarding a federally sponsored agreement or regulatory matter on any basis other than the merits of the matter. Docu�Siggned by: �'��'�`mj QWAWU Agency Director Signature Title Vantage care & staffing, LLC 7/21/2015 Agency/Organization Date (Certification signature should be saute as Contract signature.) Federal Certification—Lobbying(07108) Page 3 of 3 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract 968-2021 Vantage Care& Staffing, L.L.C. ATTACHMENT H CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS Orange County Department of Social Services and Department on Aging Instructions for Certification 1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below. 2. The certification in this clause is a material representation of the fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government,the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant will provide immediate written notice to the person to which the proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter any lower tier covered transaction with a person who is debarred, suspended, determined ineligible or voluntarily excluded from participation in this covered transaction unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency of which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. Federal Certification- Debarment(07108) Page 1 of 2 DocuSign Envelope ID: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 Contract#68-2021 Vantage Care& Staffing, L.L.C. 9. Except for transactions authorized in paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government,the department or agency with which this transaction originated may pursue available remedies, including suspension, and/or debarment. Certification Regarding Debarment, Suspension,Ineligibility and Voluntary Exclusion -Lower Tier Covered Transactions (1) The prospective lower tier participant certifies, by submission of this proposal,that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. DocuSiggned by: hiLW 9WAWU. Agency Director A7E-,_-A-9B,2B,B4c ... Signature Title Vantage care & staffing, LLC 7/21/2015 Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification-Debarment(07/08) Page 2 of 2 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract Name: Vantage Care& Staffing,L.L.C. Contract No.68-2021 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is made effective the 1 day of July, 2015, by and between Orange County Government through its Orange County Department of Social Services and Department on Aging("Covered Entity"), and Vantage Care & Staffing, L.L.C., ("Business Associate"). Covered Entity and Business Associate may be referred herein individually as a"Party" or collectively as the "Parties"'. This Agreement supersedes any previously executed Business Associate Agreement between 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 Agreements)"); 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#68-2021 (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 1 May 2014 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 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§ 164.143. lI. OBLIGATIONS AND ACTIVITIES 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. 2 May 2014 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 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: 3 May 2014 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 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. Ill. 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 Parry 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. 4 May 2014 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 (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 by Covered Entity as Marketing or Commercial Use, even if such sharing would be permitted by federal 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. S May 2014 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 (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. VI. PERMISSABLE REQUESTS 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. 6 May 2014 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 (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 7 May 2014 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 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 party 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 Party at the address below: For Covered Entity: For Business Associate Mildred Akachukwu Nancy Coston 1112 Pebble Creek Crossing 113 Mayo Street Durham,NC 27713 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 Party'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: FCE3F262-3C43-41 138-130137-AE5E968413477 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 ENT-41X usigned by: BUSINESS A dAMy: hiCb4 Qw WL' B N" (hSfav, �� B � ... Title: Agency Director Title: Director 9 May 2014 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 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 May 2014 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract#68-2021 Vantage Care&Staffing,L.L.C. ATTACHMENT J CERTIFICATION REGARDING TRANSPORTATION Orange County Department of Social Services and Orange County Department on Aging 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 a]I 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 NCIC 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 ro9rau ignrs.ed y§Si.gnature on this form confirms this statement. oc awAmL Agency Director Signature DA7EFCA9D2DD4C4— Title Vantage care & staffing, LLC 1 7/21/2015 Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification-Drug-Free Workplace(06/04) Page 1 of 1 DocuSign Envelope ID: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 Contract#68-2021 Vantage Care& Staffing, L.L.C. 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://www.nggq.state.nc.us/EnactedLegislation/Statutes/PDF/B,yArticle/Cbapter_64/Article_2.pdf • The text of G.S. 105-164.8(b) can be found online at: http//www,nega.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_105/GS_105-164.8.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.nc.us/Sessions/2013/Bills/House/PDF/H786v6.pdf • The text of G.S. 143-59.1 can be found online at: http://www.ncga.state..nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143/GS_143-59.l.pdf • The text of G.S. 143-59.2 can be found online at: http://Nvww.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chgpter_143/GS_143-59.2.pdf • The text of G.S. 147-33.95(g)(S.L. 2013-418, s. 2. (e))can be found online at: http://www.ncga.state.nc.us/Sessions/2013/Bi Its/House/PDF/H786v6.pdf Certifications (1) Pursuant to G.S. 143-48.5 and G.S. 147-33.95(8), 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: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 Contract#68-2021 Vantage Care& Staffing,L.L.C. 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. Vantage care & staffing, LLC Contr IrValt y: 7/21/2015 CA Signature o on ac or's Authorized Agent Date Mildred Akachukwu Agency Director Printed V°a 98"IUMtrraccttor's Authorized Agent Title ((��{{�ho Agency Director Signature of fitness u Title 7/21/2015 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: FCE3F262-3C43-41 138-130137-AE5E968413477 Contract#68-2021 Vantage Care&Staffing,L.L.C.. ATTACHMENT N OUTCOMES AND REPORTING Orange County Department of Social Services and Orange County Department on Aging 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. Allow the County to complete the assessment of each client. The County will complete an In- Home Aide Service Plan as part of the assessment. The County will provide the In-Home Aide Service Plan to the Contractor prior to the start of service. The County will update the In-Home Aide Service Plan as needed. B. Provide employees to perform in-home services for the County's clients, at the level, amount and frequency specified by the social worker in the In-Home Aide Service Plan. C. Assure that employees meet the competency requirements for the level(s)of service provided. The Contractor will provide verification, upon request, that the selected employee has been properly licensed and trained and is qualified to perform assigned tasks. D. Select and assign qualified employees to clients according to the clients' needs and the employees' abilities and experience. The Contractor agrees to honor requests made by the County for a change in assignment. E. Fulfill all employer financial obligations. F. In a timely manner, provide the County with information on significant changes in the clients' conditions or situations. G. Assure that the client is treated with dignity and respect, assist in protecting the client's assets and possessions, and assure confidentiality of client's circumstances. H. Allow aides to provide transportation, within reason,for both medical and personal reasons. I. Provide care at Level II as appropriate to the needs of the client. J. Complete, for employees serving Level Il clients, at least a quarterly on site visit to the home of at least one client the employee is serving. K. 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. L. Monthly contact and annual on-site visits with the County. The Contractor agrees to client contact per Home and Community Care Block Grant guidelines. M. Protective Service In-Home Aide requests are to be staffed within 24 hours and the hours to be worked are to be strictly adhered to. Referral acceptance by the Contractor is conditional on worker availability. The Contractor will notify the County within two hours if the request cannot be honored. N. Provide backup service when a client's usual In-Home Aide is unavailable. Outcomes (06104) Page 1 of 2 DocuSign Envelope ID: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 Contract 468-2021 Vantage Care& Staffing,L.L.C.. O. High Risk In-Home Aide Service requests are to be staffed within five days. All other requests are to be filled within ten working days of the request. P. Changes in the service hours are to be made by the County. Requests for changes may be made by the Contractor, but are not finalized until notification is given by the County. Q. The Contractor will immediately notify the County when Protective Services Cases are not staffed, when In-Home Aide workers are absent,and/or when any of the following occur: a. The client dies. b. The client enters a rest home,nursing home, or hospital. c. The client moves from the original address on the request. d. The client refuses to accept the services or to comply with care requirements. e. There are significant factors that affect the client or significant changes in a client's situation. Ft'c u�Siggned by: QW' MA, Agency Director e " Signature Title Vantage care & staffing, LLC 7/21/2015 Agency/Organization Date (Certification signature should be same as Contract signature.) Outcomes (06/04) Page 2 of 2 DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 ® DATE IMWDDNYYY) ACORD CERTIFICATE OF LIABILITY INSURANCE 7114/2015 SWI THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT George Stevens _ AX George Stevens =E.m 9194033611 ; C.No: 1 403 George Stevens Insurance Agency a DRESS: 1320 HILL STREET INSURERS AFFORDING COVERAGE NAICi! DURHAM NC, 27707 INSURERA: Mstern VV Ad In-surancP CD INSURED INSURER B: Vantage Care& Staffing, L L C INSURER C: W. 1112 Pebble Creek Crossing INSURER D: Durham, NC 27713 INSURER E' INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADOL 5 POLICY NUMBER/ MMf IONYW MIAfDCurm EXP i - LIMITS LTR GENERAL LIABILITY EACH OCCURRENCE s 1,000,000 A LAJJD-K 7/2/2015 71212016 A TO RENTED rI COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ ❑ ❑ CLAIMS-MADE rw]OCCUR MED !XP(Any one person) S 5.000 PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER, PRODUCTS-COMPIOP AGG $ Inclucipri —� _ POLICY PRO LDC $ COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY (Ea aCCIQBMI .ANY AUTO BODILY INJURY(Per person) $ ALLOWNED SCHEDULED BODILY INJURY(Per accident), $ AUTOS AUTOS /JON-OWNED PeOr acciden DAMAGE $ HIREDAUTOS — AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE �AGGREGATE S DED RETENTION$ S WORKERS COMPENSATION -- WC STATU I OTH- AND EMPLOYERS'LUIBILITY YIN ANY PROPRIETOR1PAR7NERlEXECUTIVE❑ NIA. E.L.EACH ACCIDENT $ OFFICFRIMEMBER EXCLUDED? (Mandatary in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS f LOCATIONS f VEHICLE$ (Attach ACORD 101,Additional Renarks Schedule,if mare space is required) Sexual Abuse and Molestation Liability$25,000 per occurrence$50,000 aggregate CERTIFICATE HOLDER CANCELLATION Orange County Social Services SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 113 Mayo Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Hillsborough, NC ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1968-2010 ACORD CORPORATION. All rights reserved. ACORD 26(2010105) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s),authorized representative or producer,and the certificate holder,nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 26(2009101) DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 Print Date: 11/2712013 HEALTHCARE PROVIDERS SERVICE CNA ORGANIZATION PURCHASING GROUP mnso CCert%ffrate of In5ttra nce nurses service organization-, OCCURENCE POLICY FORM Producer Branch Prefix Policy Number Policy Period 018098 970 HPG 0597268785 from 11/26113 to 11/26/14 at 12:01 AM Standard Time Named Insured and Address: Program Administered by: Vantage Care&Staffing, LLC Nurses Service Organization 712 Stinhurst Dr 159 E. County Line Road Durham, NC 27713-7550 Hatboro, PA 19040-1218 1-888-288-3534 www.nso.com Medical Specialty: Code: Insurance is provided by: Nursing Firm 80964 American Casualty Company of Reading, Pennsylvania 333 S. Wabash Avenue, Chicago, IL 60604 Excludes Cosmetic Procedures Professional Liability $1,000,000 each claim $3,000,000 aggregate Your professional liability limits shown above include the following: * Good Samaritan Liability * Malplacement Liability Personal Injury Liability * Sexual Misconduct Included in the PL limit shown above subject to $25,000 aggregate sublimit Coverage Extensions License Protection S25,000 per proceeding $25,000 aggregate Defendant Expense Benefit S1,000 per day limit $25;000 aggregate Deposition Representation $ 10,000 per deposition $ 10;000 aggregate Assault $ 25,000 per incident $25;000 aggregate Includes Workplace Violence Counseling Medical Payments $ 25,000 per person S100,000 aggregate First Aid $ 10,000 per incident $ 10;000 aggregate Damage to Property of Others $ 10,000 per incident S 10;000 aggregate Information Privacy(HIPAA) Fines and Penalties $ 25,000 per incident S 25;000 aggregate General Liability General Liability $1,000,000 each claim 1 $3,000,000 aggregate Fire &Water Legal Liability Included in the GL limit shown above subject to$250,000 aggregate sublimit Total: $ 770.00 Base Premium $770.00 Policy Forms& Endorsements(Please see attached list for a general description of many common policy forms and endorsements.) G-121500-D GSL10546NC G-121501-C G-1 45184-A G-147292-A GSL15563 GSL15564 GSL15565 GSL17101 GSL13424 GSL13425 G-123846-C32 GSL3886 GSL3908 G-121504-C GSL19904 Keep this document in a safe place.It .... and proof of payment are your proof of coverage. There is no coverage in force unless the premium is paid in full.In order to activate your coverage, please remit Chairman of the Board Secretary premium in full by the effective date of this Certificate of Insurance. Master Policy#188711433 G-141241-8(0312010) Coverage Change Date: Endorsement Change Date: DocuSign Envelope ID: FCE3F262-3C43-41 138-130137-AE5E968413477 POLICY FORMS & ENDORSEMENTS The list below contains general descriptions of the policy forms and endorsements that may or may not apply to your professional liability insurance policy. Please refer to your Certificate of Insurance for the policy forms& endorsements specific to your state and your policy period. Coverages, rates and limits may differ or may not be available in all states. All products and services are subject to change without notice. Think Green —expanded definitions and copies of these policy forms and endorsements are available online at www,nso.com/policyforms COMMON POLICY FORMS& ENDORSEMENTS FORM # DESCRIPTION G-121500-D Common Policy Conditions GSL10546NC North Carolina Amendatory Endorsement G-121501-C Occurrence Policy Form G-1 45184-A Policyholder Notice-OFAC Compliance Notice G-147292-A Policyholder Notice- Silica, Mold &Asbestos Disclosure GSL15563 Information Privacy Coverage Endorsement HIPAA Fines, Penalties&Notification Costs GSL15564 Sexual Misconduct Sublimits of Liability Professional Liability& Sexual Misconduct Exclusion GSL15565 Healthcare Providers Professional Liability Assault Coverage GSL17101 Exclusion of Specified Activities Reuse of Parenteral Devices and Supplies GSL13424 Services to Animals GSL13425 Business Owner Coverage Extension Endorsement G-123846-C32 North Carolina Cancellation and Non-Renewal GSL3886 Coverage &Cap on Losses from Certified Acts Terrorism GSL3908 Notice-Offer of Terrorism Coverage & Disclosure of Premium GSL19904 Exclusion of Cosmetic Procedures OPTIONAL ENDORSEMENTS FORM# DESCRIPTION G-121504-C General Liability Form PLEASE REFER TO YOUR CERTIFICATE OF INSURANCE FOR THE POLICY FORMS & ENDORSEMENTS SPECIFIC TO YOUR STATE AND YOUR POLICY PERIOD. For NJ residents: The PLIGA surcharge shown on the Certificate of Insurance is the NJ Property& Liability Insurance Guaranty Association. For KY residents: The Surcharge shown on the Certificate of Insurance is the KY Firefighters and Law Enforcement Foundation Program Fund and the KY LGPT is the KY Local Government Premium Tax which includes charges at a municipality and/or county level. For WV residents: The surcharge shown on the Certificate of Insurance is the WV Premium Surcharge. For FL residents: The FICA Assessment shown on the Certificate of Insurance is the FL Insurance Guaranty Association -2012 Regular Assessment. Form#:G-141241-B(0312010) Named Insured:Vantage Care &Staffin Master Policy#:188711433 Policy#: 0597268785