HomeMy WebLinkAbout2015-495-E Housing - Marianela Manana to provide Spanish translations DocuSign Envelope ID:6D70782A-BD9D-4DD3-AC4C-748221592134
ORANGE COUNTY
COUNTYWIDE TRANSLATOR
CONTRACT $15,000 OR LESS
NORTH CAROLINA
THIS AGREEMENT,made and entered into this 1 st day of July, 2015, ("Effective Date")
by and between Orange County, North Carolina, a body politic and corporate organized under the
laws of the State of'North Carolina, (the "County"), and Marianela Manana(the "Provider");
WITNESSETH:
For the purpose and subject to the following terms and conditions hereinafter set forth, the
County hereby contracts for the services of the Provider, and the Provider agrees to provide the
following Translation services (hereinafter referred to as "Services") to the County in accordance
with the terrns of this Agreement, time being of the essence.
1 Contract This Contract consists of this document and additional documents checked
below:
a„ For Health Department:
i ® Business Associates Agreement
b. For Department of Social Services:
i. ❑ the General Ierms and Conditions (Attachment A);
ii ® The Scope of Work, description of services, and rate (Attachment B);
iii. ® Federal Certification Regarding Drug-Free Workplace (Attachment C);
iv, ® Conflict of Interest(Attachment D);
v. ®No Overdue Iaxes (Attachment E);
vi. ❑ Outcomes and Reporting (Attachment N)
These documents constitute the entire agreement between the Pasties and supersede all prior oral
or written statements or agt eements
2. Provider's Responsibilities:
a. the Provider shall be qualified to translate between English and Spanish and English
and French with the County staff,
b Professional Conduct. The Provider shall adhere to the standards of professional
conduct of a translator while conducting the services to include the following:
i. the Provider will translate the information as clearly as possible without
changing the meaning and the intent of the document.
ii The Provider will translate the information to the best of his/her ability
c. Client Confidentiality
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i. The Provider acknowledges that she/he may have access to information that
is confidential and provided by state and federal laws and agrees to comply
with all privacy policies, regulations, and laws as well as the Health
Insurance Portability and Accountability Act (HIPAA) of 1996 (P.L 104-
191)
ii. The Provider agrees to protect confidential information (e.g, client name,
appointment type, telephone number; health information) that he/she may
receive in doing business with County The Provider should ensure proper,
safe storage and protection of client information during use, and
shredding/deletion of such information when it is no longer necessary for
business purposes
iii. Breaches of client confidentiality will result in automatic termination of this
Agreement
d Scope of Services
i Procedures and Guidelines when the Provider Accepts a Translation
Assignment:
1. When asked to translate from English into the second language, the
Provider will review the original English version and request any
clarification from County staff prior to translation.
2. As needed, the Provider will discuss with County staff
recommendations to improve the utility and cultural appropriateness
of material for the target audience prior to translation,
consultation with Provider, County staff may choose to modify the
English version before resubmitting for a direct translation.
Document consultation may be charged as part of the translation
service,but must be agreed upon in advance.
3. All translations should match the original version in terms of content
and format
4 The Provider will submit an electronic version of the translation
Documents must be formatted using an MS Word software program
and/or submitted as a PDF so that County staff can open and read the
document
3. County's Responsibilities. County will compensate Provider as provided in subsection 4
for translation services at the rate prescribed
4. Payment for Services: The County agrees to pay at the rates specified for Services
satisfactorily performed in accord with this Agreement The amount to be paid by the
County shall not exceed $ 5000 00 ($0.12./word for Translation services). Payment shall
be made within thirty (30) days of an invoice properly submitted to County. Should
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Provider fail to perform its duties under the terms of this Agreement, County may,
without fault or penalty, withhold any payment associated with the work to be performed
until such time as said work is completed The procedures for payment of services
r ender ed shall be as follows:
a. The Provider The Provider will complete and submit either the County Invoice for
Payment of Translation Services form to County staff at the time the service is
rendered. County staff will verify the information, sign and forward the forth for
payment of services.
5. Term. The term of this Agreement shall be from July 1, 2015_to June 30, 2016
6. Errors and Omissions. Provider represents and agrees that Provider is qualified to
perform and fully capable of performing and providing the services required or
necessary under this Agreement in a fully competent, professional and timely manner to
the satisfaction of the County. Provider shall be responsible far all errors or omissions,
in the performance of the Agreement Provider shall correct any and all errors,
omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the
County,
7. Additional Ierms and Condition. The County may have additional terms and conditions
that shall be provided as an attachment(s) and is (are)hereby incorporated by reference
8. Precedence Among Contract Documents: In the event of a conflict between or among
the terms of the Contract Documents, the terms in the Contract Document with the
highest relative precedence shall prevail The order of precedence shall be the order of
documents as listed in Paragraph 1, above, with this contract document having the
highest precedence then the first listed document and the last-listed document having the
lowest precedence. If there are multiple Contract Amendments, the most recent
amendment shall have the highest precedence and the oldest amendment shall have the
lowest precedence
9 Non waiver: Failure by County at any time to require the performance by Provider of
any of the provisions hereof shall in no way waive or affect the County's right hereunder
to enforce the same, not shall any waiver by the County of any breach be held to be a
waiver of any succeeding breach or a waiver,of this Non-Waiver Clause
10 Independent Contractor: The Provider shall operate as an independent Provider, and the
County shall not be responsible for any of the Provider's acts or omissions. The
Provider shall not be treated as an employee with respect to the Services performed
hereunder for federal or state tax, unemployment or workers' compensation purposes
the Provider understands that neither federal, nor state, nor shall payroll tax of any kind
be withheld or paid by the County on behalf of the Provider or the employees of the
Provider.
I1 Insurance: The Provider shall obtain, at its sole expense, all insurance needed to
adequately insure itself during the petformanec of these services
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12 Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County
from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including
reasonable attorney's fees) arising fiom bodily injury, including death, to any person or
persons or damage to or destruction of any property caused in whole or in part by any
negligent or intentional act or omission on the part of the Provider.
13. I ermination: This Agreement may be terminated at any time by mutual written
agreement of the parties or by the County upon written notice to the Provider
14 Entire Agreement: The parties have read this Agreement 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 unless and until modified in writing and signed by the
parties Modifications may be evidenced by telefacsimile signature. 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 I A and
Article 40 of North Carolina General Statute Chapter 66
15. _Governing Law: Both parties agree that this Agreement shall be governed by the laws of
the State of North Carolina. Should either party initiate litigation to settle any dispute
involving the terms of this Agreement such litigation shall be initiated in the General
Court of Justice of North Carolina seated in Orange County, North Carolina Provider
shall at all tinges remain in compliance with all applicable local, state, and federal laws,
rules, and regulations including but not limited to all anti-discrimination laws
16 Non Appropriation: Provider acknowledges that County is a governmental entity, and
the validity of this Agreement is based upon the availability of public funding under the
authority of its statutory mandate. In the event that public funds are unavailable and not
appropriated for the performance of County's obligations under this Agreement, then
this Agreement shall automatically expire without penalty to County immediately upon
written notice to.Provider of the unavailability and non-appropriation of public funds
IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement,
effective as of the day first written above
O Q1 Es, ,,Q�,1NIY PROVjj?LA;Warianela Mariana
�el�,w By it. Lkaw,w,t,V'Sley El.aVia�,t,l,a� d�t.a1^cun,a.
By 063 994 @�53€A 7a... 648 43 AF4K...
Bonnie Hammersley, County Manager Title: Translator
200 S Cameron St 257 Congressional LA,
P.O Box 8181 Apt 219
Hillsborough, NC 27278 Rockville, MD 20852
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BUSINESS ASSOCIAIE AGREEMENT
Ihis Business Associate Agreement ("Agreement") is made effective the First day of July, 2015,
by and between Orange County Government through its Orange County Health Department ("Covered
Entity"), and Marianela Manana, ("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 Agreement(s)"); and
WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in
fulfilling its responsibilities under such arrangement;
THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement,
compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this
Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect
the interests of both Parties.
I 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:
COUNTYWIDE INIERPREIER CONTRACT ($15,000 OR LESS)
(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
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
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(c) Electronic Protected Health Information. Protected Health Infbrmation 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 CkR § 160 103, limited to the information created or received by Business
Associate from or on behalf' of Covered Entity and includes without limitation "Electronic Protected
Health Information." Business Associate acknowledges and agrees that all Protected Health Information
that is created or received by Covered Entity and disclosed or made available in any form, including paper
record, oral communication, audio recording, and electronic display by Covered Entity or its operating
units to Business Associate or is created or received by Business Associate on Covered Entity's behalf
shall be subject to this Agreement
(e) Required by Law "Required by Law" shall have the same meaning as the term in 45
CFR § 164-103
IT OBLIGAIIONS AND ACIWIIIES 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. Io 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 Ihis 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 hom 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
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
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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. Fox 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 xegard 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 agr ee
(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'anykind.
(i) Electronic Iransactions If Business Associate conducts any Standard Transactions fox or
on behalf'of Covered Entity, Business Associate shall comply with the requir ements under the Eleetronic
Iransaction 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 Irade Commission's Red Flag Rules
(1) HITECH Compliance Business Associate shall:
A Not receive, directly ox 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;
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B Comply with the marketing and other restrictions applicable to Business
Associates contained in HITECH § 13406 and the HIPPA Regulations;
C I 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,
III. PEERMIITED 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 Coveted Entity or would not violate the Covered Entities minimum necessary policies..
(b) Other Uses of Protected Health Information Except as otherwise limited in this
Agreement, Business Associate may use Protected Health Information within its workforce for the proper
management and administration of Business Associate not to include Marketing or Commercial Use and
to carry out the legal responsibilities of Business Associate; and
(c) Third Party Confidentiality Except as otherwise limited in this Agreement, Business
Associate may disclose Protected Health Information for the proper management and administration of
Business Associate or to carry out the legal responsibilities of Business Associate, provided that if
Business Associate discloses any Protected Health Information to a third party for such purpose, the
Business Associate shall enter into a written agreement with such third party requiring the following:
A. Disclosure only as Required by Law; or
B. Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that the information will remain confidential and will be used or
further disclosed only as Required by Law or for the purpose for which it was disclosed
to the person, and the person notifies Business Associate of any instances of which it is
aware in which the confidentiality, integrity, and or availability of the Protected Health
Information has been br cached immediately upon becoming aware
(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
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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 r, 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 Coveted 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 Coveted Entity
directs or agrees to pursuant to the HIPAA Security and Privacy Rule at the request of Coveted Entity of
an individual, within ten(10)days of r eceipt of a request from Covered Entity and in the time and manner
designated by Coveted 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
(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.
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(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 52.2 to the extent that such
restriction may affect Business Associate's use of Protected Health Information.
VI PERMISSABLE REQUESIS BY COVERED ENIIIY
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) Ierm 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) Iermination far 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 I'his 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 of destroy the ictained Protected Health
Information when it is no longer needed by Business Associate.
(d) Survival Ihis 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
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(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 Agieement, 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 her
(e) Ownership of Information. Covered Entity holds all right, tide, 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, tide, 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
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 Patty
7
October 2013
DocuSign Envelope ID:6D70782A-BD9D-4DD3-AC4C-748221592134
(1) Independent Contractor. None of the provisions of this Agreement are intended to create,
not 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.
(j) 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.
(I) 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
Orange County Housing, Human Rights
& Community Development Matianela Mariana
ATTN: Marlyn Valeiko 257 Congressional LA
300 W. Tryon Street Apt 219
Hillsborough NC, 27278 Rockville, MD 20852
(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
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 Patties for purposes of'this
Agreement and the Service Agreement(s)
S
Qctober2013
DocuSign Envelope ID:6D70782A-BD9D-4DD3-AC4C-748221592134
(p) E-Verify Employers and their subcontractors with 25 or move 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
COV Us1~Ztld�_Q-.T'Y: BUS,LN CIATE:
1°�bin gut (�c�wrwrc lrS�c LMZA-rB7AM—...aV'�aun,t,�,a ftwaka
By' e�s9ae-,jE47 By'
Title: County Manager Title: Translator
9
October 201.3
DocuSign Envelope ID:6D70782A-BD9D-4DD3-AC4C-748221592134
EXHIBIT A
COVERED ENTITY PRIVACY OFFICER CONTACT 1NFORIMAIION
To report to Coveted Entity any use or disclosure of'Pzotected 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 Coveted Entity any Security Incident(as defined
in the Agreement),Business Associate should contact Carla Julian(919) 245-2434, or the Security
Officer at the Orange County Health Department
10
October 2013
DocuSign Envelope ID:6D70782A-BD9D-4DD3-AC4C-748221592134
ATTACHMENT B
SCOPE OF WORK
Orange County Department of Social Services
Federal Tax Id. or SSN
Contract#
A. CONTRACTOR INFORMATION
1. Contractor Agency Name:
2 If diffe),ent from Contract Administrator Information in General Contract:
Address
Telephone Number: F ax Number: Email:
3, Name of Program (s): Iranslation 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):
C Rate per unit of Service (define the unit):
1 If Standard Fixed Rate, Maximum Allowable, (See Rates for Services Chart)
2 Negotiated County Rate
$0.12/word for Translation
D Number of units to be provided:
E Details of Billing process and'lime 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$0.12 cent per word in translation
services for approved services provided. F'or reimbursement, the Contractor must submit
the Orange County Department of Social Services Invoice for Payment of translating
Services form to the County staff at the time services are rendered. County staff will
verify the information, sign the form, and forward the form to the designated County
Contract-Scope of Wotk{06104) Page Iof 2
DocuSign Envelope ID:6D70782A-BD9D-4DD3-AC4C-748221592134
Administrator._The County will reimbuise the Contractor monthly Lipon receipt of a
co__mplete and car -ectly filed ieporfi.
F, Area to be served/Delivery site(s): Orange County
DocuSigned by: DocuSigned by:
?61AIA,it (ka w�w�t V S1 t y �1 a Vta t�a �l aV�al�a
869q�9946F55E47;... -- .-
(signature of County Authorized Person) (Signature of Contractor)
9/11/2015 8/18/2015
(Date Submitted) (Date Submitted)
Contract-Scope of Work(06/04) Page 2of 2
DocuSign Envelope ID:6D70782A-BD9D-4DD3-AC4C-748221592134
ATTACHMENT C
CERTIFICATION REGARDING DRUG-FRET;WORKPLACE REQUIREMENTS
Orange County Department of Social Services
I 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.. Iaking 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-Flee Workplace(06104) Page 1 of 2
DocuSign Envelope ID:6D70782A-BD9D-4DD3-AC4C-748221592134
11 the site(s) for the performance of'work done in connection with the specific agreement are
listed below:
113 Mayo Street
(Street address)
_ Hillsboiough,Oranize,NC, 27278 _
(City, county, state, zip code)
2. _ 2501 Homestead Road
(Street address)
Chapel Hill, Orange,NC, 27516
(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 fbr suspension of payment,
suspension or termination of grants, or government-wide Federal suspension or debarment
(Section 4 CFR Part 85, Section 85 615 and 86.620).
ocuSigned by:
L DTranslator
Signature Title
8/18/2015
Agency/Organization Date
(Certification signature should be same as Contract signature )
Federal Certification- Drug-Free Workplace (06/04) Page 2 of 2
DocuSign Envelope ID:6D70782A-BD9D-4DD3-AC4C-748221592134
ATTACHMENT D
CONFLICT OF INTEREST POLICY
Orange County Department of Social Services
Conflict of Interest Defined:
A conflict of'interest is defined as an actual or perceived interest by a(Contractor/staff'
member/Board member) in an action that results in, or has the appearance of resulting in,
personal, organizational, or professional gain. A conflict of interest occurs when an
employee/Contractor/Board member has a direct or fiduciary interest in another
relationship. A conflict of'interest could include:
➢ Ownership with a member of the Board of'Directors/Trustees or an employee
where one or the other has supervisory authority over the other or with a client
who receives services..
➢ Employment of or by a member of the Board of Directors/'Trustees or an
employee where one or the other has supervisory authority over the other or
with a client who receives services.
➢ Contractual relationship with a member of the Board of Directors/Trustees or
an employee where one or the other has supervisory authority over the other or
with a client who receives services
➢ Creditor or debtor to a member of the Board of'Directors/Trustees or an
employee where one or the other has supervisory authority over the other or
with a client who receives services.
➢ Consultative or consumer relationship with a member of the Board of
Directors/Trustees or an employee where one or the other has supervisory
authority over the other or with a client who r eceives services
The definition of conflict of interest includes any bias or the appearance of bias in a
decision-making process that would reflect a dual role played by a member of the
organization or group An example, for instance,might involve a person who is an
employee and a Board member, or a person who is an employee and who hires
family members as consultants..
Employee/Contractor-[Board Member Responsibilities:
It is in the interest of the organization,individual staff, and Board members to strengthen
trust and confidence in each other, to expedite resolution of problems, to mitigate the
effect and to minimize organizational and individual stress that can be caused by a
conflict of interest.
Employees are to avoid any conflict of interest, even the appearance of a conflict of
interest This organization serves the community as a whole rather than only serving a
special interest group The appearance of a conflict of interest can cause embarrassment
to the organization and jeopardize the credibility of the organization. Any conflict of
interest, potential conflict of interest, or the appearance of a conflict of interest is to be
reported to your supervisor immediately Employees are to maintain independence and
objectivity with clients, the community, and organization. Employees are called to
Conflict of Interest Policy(06104) Page 1 of 2
DocuSign Envelope ID:6D70782A-BD9D-4DD3-AC4C-748221592134
maintain a sense of fairness, civility, ethics and personal integrity even though law,
regulation, or custom does not require them.
Acceptance of Gifts:
Employees,members of employee's immediate family, and members of the Board are
prohibited fiom accepting gifts,money or gratuities from the following:
a. Persons receiving benefits or services from the organization;
b, Any person or organization performing or seeking to perform services under
contract with the or ganization; and
c.. Persons who are otherwise in a position to benefit from the actions of any
employee of the organization
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 the employee is acting in any official capacity,honoraria
received by an employee in connection with activities relating to employment with the
organization are to be paid to the organization
NOIARIZED CONFLICT OF INTEREST POLICY
&''?' k.<
State of 17 �Uhm
County of 19rMTgU
certify that I have read the forgoing
information,understand it, and that no conflict of interest exists in the execution of this
ontract
Si ature
Sworn to and subscribed before me on the r� day of 5 v 2015
My Commission Expires: 0111,5! '�
alot ry Signature and Seal)
FRIG DAN LEE
Notary Public
Montgomery County
Maryland Rey Cft!Ynmission E.pires January 15, 2Q
Conflict of Interest Policy(06104) Page 2 of 2
DocuSign Envelope ID:6D70782A-BD9D-4DD3-AC4C-748221592134
Exhibit E
Marianela Manana
12034 Chase Crossing Circle
Apartment##203
North Bethesda,MD 20852
To: Orange County Department of'Social Services
Certification:
I certify that I do not have any overdue tax debts, as defined by N C.G S. 105-243.1, at
the federal, State, or local level I farther understand that any person who makes a false
statement in violation of'N,C.G,S. 143-6 2(b2)is guilty of a criminal Offense punishable
as provided by N C.G.S. 143-34(b)
Sworn Statement:
I, being duly sworn, say that I am Marianela Manana; and that the foregoing certification
is true, accurate and complete to the best of'rny knowledge and was made and subscribed
by me, I also acknowledge and understand that any misuse of State funds will be
reported to the appropriate authorities for further action.
A
ignature
f�
Sworn to and subscribed before me on the i `� day of 5 , 2015.
Z My Commission Expires: cal j� ''Zvr7
Signature and Seal)
ERIC DAN LEE
Notary Public
Maritgomery County
Maryland
My Commission Expires January 15, 2017