HomeMy WebLinkAbout2016-127-E DSS - The Community Empowerment Fund for Emergency Solutions Grant DocuSign Envelope ID: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1
Conti-act#68-2025
The Community Empowerment Fund
Contract# 68-2025 Fiscal Year Begins Jul 1,2015 Ends June 30, 2016
This contract is hereby entered into by and between the Orange County Department of Social Services(the"County")and The
Community Empowerment Fund(the "Contractor")(referred to collectively as the"Parties"). The Contractor's federal tax
identification number or Social Security Number is
Contract Documents: This Contract consists of the following documents
(1) This contract
(2) The General Terms and Conditions (Attachment A)
(3) The Scope of Work,description of services, and rate(Attachment B)
(4) Federal Certification Regarding Drug-Free Workplace&Certification Regarding Nondiscrimination(Attachment C)
(5) Conflict of Interest(Attachment D)
(6) No Overdue Taxes(Attachment E)
(7) Federal Certification Regarding Lobbying(Attachment G)
(8) Federal Certification Regarding Debarment(Attachment H)
(9) Business Associate Agreement(Attachment 1)
(10) Certification Regarding Transportation (Attachment J)
(11) IRS Federal Tax Exemption (Attachment K)
(12) State Certifications(Attachment M)
(13)Outcomes and Reporting(Attachment N)
(14) Contract Determination Questionnaire
These documents constitute the entire agreement between the Parties and supersede all prior oral or written statements or
agreements.
1. Precedence Among Contract Documents: In the event of a conflict between or among the terms of the Contract
Documents, the terms in the Contract Document with the highest relative precedence shall prevail, The order of
precedence shall be the order of documents as listed in Paragraph 1, above, with the first-listed document having the
highest precedence and the last-listed document having the lowest precedence. If there are multiple Contract
Amendments, the most recent amendment shall have the highest precedence and the oldest amendment shall have the
lowest precedence.
2. Effective Period: This contract shall be effective on June 1,2015 and shall terminate on December 31,2015,unless the
contract is extended by the state. This contract must be twelve months or less.
3. Contractor's Duties: The Contractor shall provide the services and in accordance with the approved rate as described in
Attachment B, Scope of Work, and shall meet the requirements set forth in Attachment N, Outcomes and Reporting.
4. County's Duties: The County shall pay the Contractor in the manner and in the amounts specified in the Contract
Documents, The total amount paid by the County to the Contractor under this contract shall not exceed $25,000. This
amount consists of$25,000 in Federal (CFDA State and County funds, $0 (source of other funds if
applicable).
[X] a. There are no matching requirements from the Contractor.
b. The Contractor's matching requirement is$ 'which shall consist of:
In-kind ] Cash
Cash and In-kind ] Cash and/or In-kind
The contributions from the Contractor shall be sourced from non-federal funds.
The total contract amount including any Contractor match shall not exceed $25,000.
5. Reversion of Funds:
Any unexpended grant funds shall revert to the County Department of Social Services upon termination of this contract.
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6. 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.
7. Payment Provisions:
Payment shall be made in accordance with the Contract Documents as described in the Scope of Work,
Attachment B.
8. Contract Administrators: All notices permitted or required to be given by one Party to the other and all questions about
the contract from one Party to the other shall be addressed and delivered to the other Party's Contract Administrator. The
name,post office address,street address,telephone number,fax number.,and email address of the Parties'respective initial
Contract Administrators are set out below. Either Party may change the name, post office address, street address,
telephone number,fax number,or email address of its Contract Administrator by giving timely written notice to the other
Party.
For the County:
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Suzanne Hitt, Social Work Supervisor 11 Suzanne Hitt, Social Work Supervisor 11
Orange County Department of Social Services Orange County Department of Social Services
P.O. Box 8181 P.O. Box 8181
Hillsborough,NC 27278 Hillsborough,NC 27278
(919)245-2850
hitt@orangecourilLneGov
For the Contractor:
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Maggie West, Program Coordinator Maggie West, Program Coordinator
The Community Empowerment Fund The Community Empowerment Fund
108 W. Rosemary St. 108 W. Rosemary St.
Chapel Hill,NC 27516 Chapel Hill,NC 27516
(919)200-0233
maggiew@communityempoweri-neiitfund.org
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9. 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,
10. Supplementation of Expenditure of Public Funds: The Contractor assures that funds received pursuant to this contract
shall be used only to supplement, not to supplant, the total amount of federal, state and local public funds that the
Contractor otherwise expends for contract services and related programs.Funds received under this contract shall be used
to provide additional public funding for such services; the funds shall not be used to reduce the Contractor's total
expenditure of other public funds for such services.
11. 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.
12. 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.
13. 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.
14. 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.
15. Signature Warranty: The undersigned represent and warrant that they are authorized to bind their principals to the terms
of this agreement, The Contractor and the County have executed this contract in duplicate originals, with one original
being retained by each party. This Agreement together with any amendments or modifications may be executed
electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I I A and
Article 40 of North Carolina General Statute Chapter 66.
[SIGNATURE PAGE TO FOLLOW]
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The Community Empowerment Fund
THE 96CIII1 I1Y EMPOWERMENT FUND
1/25/2016
Signature Date
Maggie Program coordinator
Printed Name Title
ORANGE *0YdqVORTH CAROLINA
b6VGVUt*t, Rmmtrsb_� 1/28/2016
By: 7�06.V,'7'-.W.B 7 5 5 E 4 7 7
Bonnie Hammersley, County Manager Date
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DocuSign Envelope ID: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1
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The Community Empowerment Fund
ATTACHMENT A
GENERAL TERMS AND CONDITIONS
Orange County Department of Social Services
Relationships of the Parties and Contractor that any such person or entity, other than
the County or the Contractor,receiving services or benefits
Independent Contractor: The Contractor is and shall be under this contract shall be deemed an incidental
deemed to be an independent contractor in the performance beneficiary only.
of this contract and as such shall be wholly responsible for
the work to be performed and for the supervision of its Indemnity and Insurance
employees. The Contractor represents that it has, or shall
secure at its own expense, all personnel required in Indemnification: The Contractor agrees to indemnify and
performing the services under this agreement. Such bold harmless the County and any of their officers,agents
employees shall not be employees of, or have any and employees,from any claims of third parties arising out
individual contractual relationship with the County, or any act or omission of the Contractor in connection with
the performance of this contract.
Subcontracting: The Contractor shall not subcontract any
of the work contemplated under this contract without prior Insurance: During the term of the contract,the Contractor
written approval from the County. Any approved at its sole cost and expense shall provide commercial
subcontract shall be subject to all conditions of this insurance of such type and with such terms and limits as
contract.Only the subcontractors specified in the contract may be reasonably associated with the contract. As a
documents are to be considered approved upon award of minimum, the Contractor shall provide and maintain the
the contract. The County shall not be obligated to pay for following coverage and limits:
any work performed by any unapproved subcontractor. (a) Worker's Compensation - The contractor shall
The Contractor shall be responsible for the performance of provide and maintain Worker's Compensation
all of its subcontractors. Insurance as required by the laws of North
Carolina,as well as employer's liability coverage
Assignment: No assignment of the Contractor's with minimum limits of$500,000.00,covering all
obligations or the Contractor's right to receive payment of Contractor's employees who are engaged in any
hereunder shall be permitted. However, upon written work under the contract. If any work is sublet,the
request approved by the issuing purchasing authority,the Contractor shall require the subcontractor to
County may: provide the same coverage for any of his
(a) Forward the Contractor's payment check(s) employees engaged in any work under the
directly to any person or entity designated by the contract.
Contractor, or (b) Commercial General Liability - General
(b) Include any person or entity designated by Liability Coverage on a Comprehensive Broad
Contractor as a joint payee on the Contractor's Form on an occurrence basis in the minimum
payment check(s). amount of$1,000,000.00 Combined Single Limit.
In no event shall such approval and action obligate the (Defense cost shall be in excess of the limit of
County to anyone other than the Contractor and the liability.)
Contractor shall remain responsible for fulfillment of all (c)Automobile Liability Insurance: The Contractor
contract obligations. shall provide automobile liability insurance with a
combined single limit of$500,000.00 for bodily
Beneficiaries: Except as herein specifically provided injury and property damage; a limit of
otherwise,this contract shall inure to the benefit of and be $500,000.00 for uninsured/under insured motorist
binding upon the parties hereto and their respective coverage; and a limit of$25,000.00 for medical
successors. It is expressly understood and agreed that the payment coverage. The Contractor shall provide
enforcement of the terms and conditions of this contract, this insurance for all automobiles that are:
and all rights of action relating to such enforcement,shall (a) owned by the Contractor and used in the
be strictly reserved to the County and the named performance of this contract;
Contractor.Nothing contained in this document shall give (b) hired by the Contractor and used in the
or allow any claim or right of action whatsoever by any performance of this contract; and
other third person.It is the express intention of the County
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The Community Empowerment Fund
(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 anyone 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 th is agreement,and the County may
should be granted. withhold any payment due the Contractor for the purpose
(g) The Contractor may obtain a waiver of any one or more of setoff until such time as the exact amount of damages
of the requirements in paragraph(a)by demonstrating due the County from such breach can be determined. In
that it is self-insured and that its self-insurance case of default by the Contractor, without limiting any
provides protection that is equal to or greater than the other remedies for breach available to it,the County may
coverage and limits specified in subparagraph(a). The procure the contract services from other sources and hold
County shall be the sole judge of whether such a the Contractor responsible for any excess cost occasioned
waiver should be granted. thereby. The filing of a petition for bankruptcy by the
(h) Providing and maintaining the types and amounts of Contractor shall be an act of default under this contract.
insurance or self-insurance specified in this paragraph
is a material obligation of the Contractor and is of the Waiver of Default: Waiver by the County of any default
essence of this contract. or breach in compliance with the terms of this contract by
(i) The Contractor shall only obtain insurance from the Provider shall not be deemed a waiver of any
companies that are authorized to provide such subsequent default or breach and shall not be construed to
coverage and that are authorized by the Commissioner be modification of the terms of this contract unless stated
of Insurance to do business in the State of North to be such in writing, signed by an authorized
Carolina,All such insurance shall meet all laws of the representative of the County and the Contractor and
State of North Carolina. attached to the contract.
(j) The Contractor shall comply at all times with all lawful
terms and conditions of its insurance policies and all Availability of Funds: The parties to this contract agree
lawful requirements of its insurer. and understand that the payment of the sums, specified in
(k) The Contractor shall require its subcontractors to this contract is dependent and contingent upon and subject
comply with the requirements of this paragraph, to the appropriation, allocation, and availability of funds
(1) The Contractor shall demonstrate its compliance with for this purpose to the County.
the requirements of this paragraph by submitting
certificates of insurance to the County before the Force Majeure: Neither party shall be deemed to be in
Contractor begins work under this contract. default of its obligations hereunder if and so long as it is
prevented from performing such obligations by any act of
Transportation of Clients by Contractor: war,hostile foreign action,nuclear explosion,riot,strikes,
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civil insurrection,earthquake,hurricane,tornado,or other
catastrophic natural event or act of God, Health Insurance Portability and Accountability Act
(HIPAA): The Contractor agrees that, if the County
Survival of Promises: All promises,requirements,terms, determines that some or all of the activities within the
conditions, provisions, representations, guarantees, and scope of this contract are subject to the Health Insurance
warranties contained herein shall survive the contract Portability and Accountability Act of 1996, P.L. 104-91,
expiration or termination date unless specifically provided as amended ("HIPAA"), or its implementing regulations,
otherwise herein, or unless superseded by applicable it will comply with the HIPAA requirements and will
Federal or State statutes of limitation. execute such agreements and practices as the County
may require to ensure compliance.
Intellectual Property Rights
(a) Data Security: The Contractor shall adopt and
Copyrights and Ownership of Deliverables: All apply data security standards and procedures
deliverable items produced pursuant to 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 andJor 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 under this agreement shall be
basis of religion or political beliefs. kept as confidential and not divulged or made available to
any individual or organization without the prior written
Equal Employment Opportunity: The Contractor shall approval of the County,The Contractor acknowledges that
comply with all federal and State laws relating to equal in receiving,storing,processing or otherwise dealing with
employment opportunity. any confidential information it will safeguard and not
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further disclose the information except as otherwise sales of tangible personal property to purchasers in North
provided in this contract. Carolina. The conditions include: (a) maintenance of a
retail establishment or office; (b) presence of
Oversight representatives in the State that solicit sales or transact
business on behalf of the vendor; and (c) systematic
Access to Persons and Records: The State Auditor shall exploitation of the market by media-assisted, media-
have access to persons and records as a result of all facilitated, or media-solicited means. The Contractor
contracts or grants entered into by State agencies or certifies that it and all of its affiliates (if any) collect all
political subdivisions in accordance with General Statute required taxes,
147-64.7. Additionally,as the State funding authority,the
Department of Health and Human Services shall have E-Verify
access to persons and records as a result of all contracts or
grants entered into by State agencies or political Pursuant to G.S. 143-48.5 and G.S. 147-33.95(g), the
subdivisions. undersigned hereby certifies that the Contractor named
below,and the Contractor's subcontractors,complies with
Record Retention: Records shall not be destroyed, the requirements of Article 2 of Chapter 64 of the NC
purged or disposed of without the express written consent General Statutes, including the requirement for each
of the Division. State basic records retention policy employer with more than 25 employees in North Carolina
requires all grant records to be retained for a minimum of to verify the work authorization of its employees through
five years or until all audit exceptions have been resolved, the federal E-Verify system." E-Verify System Link:
whichever is longer. If the contract is subject to federal www.uscis.gov
policy and regulations,record retention may be longer than
five years since records must be retained for a period of Miscellaneous
three years following submission of the final Federal
Financial Status Report, if applicable, or three years Choice of Law: The validity of this contract and any of its
following the submission of a revised final Federal terms or provisions, as well as the rights and duties of the
Financial Status Report, Also, if any litigation, claim, parties to this contract,are governed by the laws of North
negotiation, audit, disallowance action, or other action Carolina. The Contractor,by signing this contract,agrees
involving this Contract has been started before expiration and submits,solely for matters concerning this Contract,to
of the five-year retention period described above, the the exclusive jurisdiction of the courts of North Carolina
records must be retained until completion of the action and and agrees, solely for such purpose, that the exclusive
resolution of all issues which arise from it,or until the end venue for any legal proceedings shall be Orange County,
of the regular five-year period described above,whichever North Carolina. The place of this contract and. all
is later. The record retention period for Temporary transactions and agreements relating to it, and their situs
Assistance for Needy Families (TANF) and MEDICAID and forum,shall be Orange County,North Carolina,where
and Medical Assistance grants and programs must be all matters,whether sounding in contract or tort,relating to
retained for a minimum of ten years. the validity, construction,interpretation,and enforcement
shall be determined.
Warranties and Certifications
Amendment: This contract may not be amended orally or
Date and Time Warranty: The Contractor warrants that by performance. Any amendment must be made in.written
the product(s) and service(s) furnished pursuant to this form and executed by duly authorized representatives of
contract("product"includes,without limitation,any piece the County and the Contractor,
of equipment,hardware,firmware,middleware,custom or
commercial software,or internal components,subroutines, Severability: In the event that a court of competent
and interfaces therein)that perform any date and/or time jurisdiction holds that a provision or requirement of this
data recognition function,calculation, or sequencing will contract violates any applicable law, each such provision
support a four digit year format and will provide accurate or requirement shall continue to be enforced to the extent it
date/time data and leap year calculations. This warranty is not in violation of law or is not otherwise unenforceable
shall survive the termination or expiration of this contract. and all other provisions and requirements of this contract
shall remain in full force and effect.
Certification Regarding Collection of Taxes: G.S. 143-
59.1 bars the Secretary of Administration from entering Headings: The Section and Paragraph headings in these
into contracts with vendors that meet one of the conditions General Terms and Conditions are not material parts of the
of G.S. 105-164.8(b)and yet refuse to collect use taxes on
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agreement and should not be used to construe the meaning Department of Revenue for a refund of all sales and use
thereof taxes paid by them in the performance of this contract,
pursuant to G.S. 105-164.14; and (b) exclude all
Time of the Essence: Time is of the essence in the refundable sales and use taxes from all reportable
performance of this contract. expenditures before the expenses are entered in their
reimbursement repo
Key Personnel: The Contractor shall not replace any of reports.
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 I A and Article 40 of North Carolina General Statute
established in County policy. Chapter 66.
Sales/Use Tax Refunds: If eligible,the Contractor and all
subcontractors shall: (a) ask the North Carolina
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ATTACHMENT B
SCOPE OF WORK
Orange County Department of Social Services
Federal Tax Id. Or SSN 27-0428981
Contract#68-2025
A. CONTRACTOR INFORMATION
1. Contractor Agency Name: The Coimnunjj2/Empowerment-Fund
2. 1fdifferent from Contract Administrator Information in General Contract:
Address
Telephone Number:- Fax Number., Email:
3. Name of Program(s): Emergency Solutions Grant
4. Status: ( ) Public (X)Private,Not for Profit 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 assist homeless individuals to obtain and maintain permanent housing through
individualized housing stabilization case management services,as well as other supportive
services as needed and as funds allow, inc I uding..medical and mental health treatment, coqnsejin
life skills,and other services essential for each household to achieve housing stability, while
linking households to other federal, state, local, and private assistance for which individuals are
eligible. The Contractor is required to meet all gpals 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)
2. Negotiated County Rate,
$20 per hour
D.Number of units to be provided:
E. Details of Billing process and Time Frames; The Count,will reimburse the Contractor for
services described in this contract up to the budgetary limits of the contract allotment. For
reimbursement,the Contractor must submit an original and two copies of an invoice by the tenth
of the month for the preceding month's expenditures to the desig-,nated County Administrator. The
Contractor must use forms supp lied...by the State with required,documentation of expenses(copies
of invoices/bills/receilAts)and proof of payment(copies of ledgers or copies of checks used to pay
expenses). The Contractor will maintain additional required documentation in household
tp,articipant) files. The..Countv will reimburse the Contractor monthly for staff.time upon recei t
Contract-Scope of Work(07/08) Page I of 2
DocuSign Envelope ID: FB3E3E71-F2B8-41 IIA-81 C9-1392ACCOFE1 1
Contract#68-2025
The Community Empowerment Fund
of a complete and correctly filed report. Reimbursements for Contractor staff time will rgquire
timesheets and/or documentation of approved indirect cost rates.
F.Area to be served/Delivery site(s): Orange County
DocuSigned by: DocuSigned by,
('46V' haon't, (Asf
(Signature of County Authorized Person) (Signature of Contractor)
1/27/2016 1/25/2016
(Date Submitted) (Date Submitted)
Contract-Scope of Work(07/08) Page 2of 2
DocuSign Envelope ID: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1
Contract#68-2025
The Community Empowerment Fund
ATTACHMENT C
CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS
AND CERTIFICATION REGARDING NONDISCRIMINATION
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. 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(07/10) Page I oft
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Contract 468-2025
The Community Empowerment Fund
11. The site(s) for the performance of work done in connection with the specific agreement are listed
below:
(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; (0 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.
-EDocuSigned by:
Ak,,o, (�t,s t Program coordinator
Signature Title
Community Empowerment Fund 1/25/2016
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: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1
Contract#68-2025
The Community Empowerment Fund
ATTACHMENT D
CONFLICT OF INTEREST POLICY
Orange County Department of Social Services
The Board of Directors/Trustees or other governing persons, officers, employees or agents are to
avoid any conflict of interest, even the appearance of a conflict of interest. The Organization's
Board of Directors/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 oil 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 it] 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;
1 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
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Contract 468-2025
The Community Empowerment Fund
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.
1 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:
Community Empowerment Fund
:blame of
Si:gnatu:re o 09r2j"anization Official
C,
1/25/2016
Date
Conflict of Interest Policy(06/04) Page 2 of 3
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Contract#68-2025
The Community Empowerment Fund
NOTARIZED CONFLICT OF INTEREST POLICY
State of North Carolina
County of Orange
13 . Notary Public for said County and State,
certify that personally appeared before me this
day and acknowledged that he/she is of
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
Sworn to and subscribed before me this day of
(Official Sea])
Notary Public
My Commission expires 20—/
Conflict of Interest Policy(06/04) Page 3 of 3
DocuSign Envelope ID: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1
108 West Rosemary Street * Chapel Hill, NC,27516 * 919-200-0233
info@communityempowermentfund.org * www,communityempowermentfund.org
January 19, 2016
Re: Attachment D, Conflict of Interest Policy for Oraqgg_Coun ty.pg
paqMfLq of Social Services
In the following attachment, please find the Conflict of Interest Policy of The Community
Empowerment Fund.
The Conflict of Interest Policy of the Orange County Department of Social Services will be voted
on for approval by the Board of Directors of the Community Empowerment Fund during their
meeting in February of 2016 and submitted thereafter.
Sincerely,
Maggie West
Community Empowerment Fund
DocuSign Envelope ID: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1
CONFLICT OF INTEREST POLICY
OF
THE COMMUNITY EMPOWERMENT FUND
ARTICLE 1, PURPOSE
The purpose of the conflict of interest policy is to protect this tax-exempt Organization's
interest when it is contemplating entering into a transaction or arrangement that might
benefit the private interest of an officer or director of the organization or might result in a
possible excess benefit transaction. This policy is intended to supplement but not replace
any applicable state and federal laws governing conflict of interest applicable to nonprofit
and charitable organizations.
ARTICLE 11, DEFINITIONS
1. Interested Person
Any director, principal officer, or member of a committee with governing board.
delegated powers, who has a direct or indirect -Financial interest, as defined below, is an
interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business,
investment, or family:
a. An. ownership or investment interest in any entity with which the Organization has
a transaction or arrangement;
b. A compensation arrangement with the Organization or with any entity or individual
with which the Organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with,
any entity or individual with which the Organization is negotiating a transaction or
arrangement.
3. "Compensation" includes direct or indirect remuneration as well as gifts or favors that
are not insubstantial.
Conflict of Interest Policy forThe Community Empowerment Fund
Page ] of
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A financial interest is not necessarily a conflict of interest. Under Article 111, Section 2, a.
person who has a financial interest may have a conflict of interest only if the appropriate
governing board or committee decides that a conflict of interest exists,
ARTICLE 111. PROCEDURES
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must
disclose the existence of financial interest and be given the opportunity to disclose all
material facts to the directors and members of committees with governing board
delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion
with the interested 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.
3 Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee
meeting, but after the presentation, he/she shall leave the meeting during the
discussion of, and the vote on, the transaction or arrangement involving the
possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint
a disinterested person or committee to investigate alternatives to the proposed
transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine
whether the Organization can obtain with reasonable efforts a more advantageous
transaction or arrangement from a person or entity that would not give rise to a
conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible Linder
circumstances not producing a conflict of interest, the governing board or
committee shall determine by a majority vote of the disinterested directors whether
the transaction or arrangement is in the Organization's best interest, for its own
benefit, and whether it is fair and reasonable. In conformity with the above
determination it shall make its decision as to whether to enter into the transaction
or arrangement.
Conflict of Interest Policy for The Community Empowerment Fund
Page 2 of 4
DocuSign Envelope ID: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1
4. Violations
a. If the governing board or committee has reasonable cause to believe a member has
failed to disclose actual or possible conflicts of interest, it shall inform the member
of the basis for such belief and afford the member an opportunity to explain the
alleged failure to disclose.
b. If, after hearing the member's response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the
member has failed to disclose an actual or possible conflict of interest, it shall take
appropriate disciplinary and corrective action.
ARTICLE IV. RECORDS OF PROCEEDINGS
The minutes of the governing board and all committees with board delegated powers
shall contain:
a. The names of the person who disclosed or otherwise were found to have a financial
interest in connection with an actual or possible conflict of interest, the nature of
the financial 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.
b. The names of the persons who were present for discussions and votes relating to
the transaction or arrangement, the content of the discussion, including any
alternatives to the proposed transaction or arrangement, and a record of any votes
taken in connection with the proceedings.
ARTICLE V. COMPENSATION
a. A voting member of the governing board who receives compensation, directly or
indirectly, from the Organization for services is precluded from voting on matters
pertaining to that member's compensation.
b. A voting member of any committee whose jurisdiction includes compensation
matters and who receives compensation, directly or indirectly, from the
Organization for services is precluded from voting on matters pertaining to that
member's compensation.
c. No voting member of the governing board or any committee whose jurisdiction
includes compensation matters and who receives compensation, directly or
indirectly, from the Organization, either individually or collectively, is prohibited
from providing information to any committee regarding compensation.
Conflict of Interest Policy for The Community Empowerment Fund
Page 3 of 4
DocuSign Envelope ID: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1
ARTICLE VI. ANNUAL STATEMENTS
Each director, principal officer and member of' a committee with governing board
delegated powers shall annually sign a statement which affi nrns such person:
a. Has received a copy of the conflicts of interest policy
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in. order to maintain its Federal tax
exemption it must engage primarily in activities which accomplish one or more of
its tax-exempt purposes.
ARTICLE VIL PERIODIC REVIEWS
To ensure the Organization operates in a manner consistent with charitable purposes and
does not engage in activities that could jeopardize, its tax-exempt status, periodic reviews
shall be conducted. The periodic reviews shall, at a minimum, include the following
subjects:
a. Whether compensation arrangements and benefits are reasonable, based on
competent survey information, and the result of arm's length bargaining.
K Whether partnerships, joint ventures, and arrangements with management
organizations conform to the Organization's written.policies, are properly recorded,
reflect reasonable investment or payments for goods and services, further
charitable purposes and do not result in inurement, impermissible private benefit or
in an excess benefit transaction.
ARTICLE VIII. USE OF OUTSIDE EXPERTS
When conducting the periodic reviews as provided for in Article VII., the Organization
may, but need not, use outside advisors. If outside experts are used, their use shall not
relieve the governing board of its responsibility for ensuring periodic reviews are
conducted.
Conflict of Interest Policy for The Community Empowerment Fund
Page 4 of'4
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Contract 468-2025
The Community Empowerment Fund
NOTARIZED CONFLICT OF INTEREST POLICY
State of North Carolina
County of Orange
1, — , Notary Public for said County and State,
certify that personally appeared before me this
day and acknowledged that he/she is of
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
Sworn to and subscribed before me this day of
(Official Sea])
Notary Public
My Commission expires 20—/"
Conflict of Interest Policy(06/04) Page 3 of 3
DocuSign Envelope ID: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1
!NTERNAL RFTENIE SERVICE, [)EPARTMENT OF THE ';"REASURY
P, 0, BOX 25"
CINCINNATI, OH 45201
Employer Identification Number
Date 0 L)1. 35 2011 27-042B981
DLN:
17053109382001
THE� C0DqTV'R.RJ'!7y EMPOWERMENT FUND Contact Person:
180A E CAMERON AVE CE 5115 DIANE M GENTRY !D# 31361
CHAPEL HILL, NC 27599 Contact Telephone NuaGer .
(877: 829, 5500
Accounting Period Ending:
january 31
Public Charity Status�
170 1b) 12 ) (A) jvi)
Form 99C RequireT
y e S,
Effeccive Date of Exempticn�
October 28, 2010
Contribution Deductibility�
Yes
Addendum Applies:
NO
Dear Applicant :
we are pleased to inform you chac upon ieview of your application for tax
exempt status we have determined thac you are exempt from Federal income tai,,
under section 5010HP of the interim] Revenue Code, Contributions to you ate
deductible under section 170 of the Code . You are also qualified to receive
tax deductible bequests, devases, cransfers or gifts under section 2055, 210#5
or 2522 of the Code, Becaune this lettex could help resolve any questions
regarding youi exempt status, you should keep it in your permanent records.
organizations exempt unde3 section 501.. (c) (31 of the Code are further classified
as either public charities or private foundations. We determined that you are
a public charity undet the Code section1s) listed in the heading of this
letcer.
Please see enclosed Publication 1.X : 1,_. C, Compliance Guide for 501 (c) (3) Public
Charities, for some he
1pfu2 information about your responsibilities as an
exempt organization,
Sincerely,
k.
Lois G. Lerner
Director, Exempt Drqanizations
Enclosure: Publication 4221-PC
Letter 947 (DO/CQ
DocuSign Envelope ID: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1
Contract#68-2025
The Community Empowerment Fund
ATTACHMENT G
CERTIFICATION REGARDING LOBBYING
Orange County Department Of Social Services
Certification for Contracts, Grants Loans and Cooperative Agreemenls
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, all 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-122 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(07/08) Pagel of
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Contract 468-2025
The Community Empowerment Fund
officials to engage in similar lobbying activity), or with any Government official or employee in
connection with a decision to sign or veto enrolled 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(07/08) Page 2 of 3
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Contract#68-2025
The Community Empowerment Fund
(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.
EDocuSigned by:
----------- Program coordinator
Signature Title
Community Empowerment Fund 1/25/2016
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Federal Certification—Lobbying(07/08) Page 3 of 3
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Contract#68-2025
The Community Empowerment Fund
ATTACHMENT H
CERTIFICATION REGARDING DEBARMENT, SUSPENSION,INELIGIBILITY
AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
Orange County Department of Social Services
Instructions for Certification
L 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.
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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
(I) 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.
DocuSigned by,
Program coordinator
L;1B6362-1445B-
Signature Title
Community Empowerment Fund 1/25/2016
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Federal Certification-Debarment(07/08) Page 2 of 2
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Contract468-2025
Community Empowerment Fund
ATTACHMENT I
BUSINESS ASSOCIATE AGREEMENT
Department of Social Services
This Business Associate Agreement("Agreement") is made effective the I"day of June,2015,by
and between Orange County Government through its Orange County Social Services Department
("Covered Entity"), and The Community Empowerment Fund, ("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. Agreements) for services affected by this HIPAA Business
Associate Agreement, which this Business Associate Agreement shall be attached to, and is (are) hereby
incorporated by reference, and which shall be taken and considered as a part of this document the same as
if fully set out herein:
Contract 468-2025
(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
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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.
(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 farm, including paper
record, oral communication, audio recording, and electronic display by Covered Entity or its operating
units to Business Associate or is created or received by Business Associate on Covered Entity's behalf
shall be subject to this Agreement.
(e) Required by Law. "Required by Law" shall have the same meaning as the term in 45
CFR § 164.103.
II. OBLIGATIONS AND 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 ally
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
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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
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 govenimental entity, or its designee, to review Business
assessment of an),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.
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 tile
audit, which shall not be conducted more than once annually except in cases of all actual or reasonably
suspected Security Incident or reasonably suspected noncompliance with this Agreement, 141PAA or
HITECH. Each Party shall bear its own costs associated with the audit.
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(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:
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 Linder HITECH § 13401, fully comply with 45 CFR §§
164.308, 164.3 10, 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
sarne 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 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
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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,
(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 pen-nit 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.
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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.
(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) Tenn. 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
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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.
(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
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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 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
Suzanne Hitt Maggie West
Orange Co DSS The Community Empowerment Fund
P.O. Box 8181 108 W. Rosemary St.
Hillsborough,NC 27278 Chapel Hill,NC 27516
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(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 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 WHERE-OF, the Parties have executed this Agreement as of the day and year written
above.
COVERED,E T !3igned by: BUSINESS ulft6M;
h N
I kvw ('6SWU
By:_ By: ,E1E196AHB455
Title: Program coordinator Title: Director
9
Contract-HIPPA(04114)
DocuSign Envelope ID: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1
Contract468-2025
Community Empowerment Fund
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 Social Services Department.
10
Contract-HWPA(04114)
DocuSign Envelope ID: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1
Contract#68-2025
The Community Empowerment Fund
ATTACHMENT J
CERTIFICATION REGARDING TRANSPORTATION
Orange County Department of Social Services
By execution of this Agreement the Contractor certifies that it will provide safe client transportation by:
I. Insuring that all drivers(including employees, contractors, contractor's employees, and
volunteers) shall be at least 18 years of age;
2. Insuring that all drivers (including employees, contractors, contractor's employees, and
volunteers) shall be licensed to operate the specific vehicle used in transporting clients in
accordance with Chapter 20-7 of the General Statutes of North Carolina and the Division of
Motor Vehicle requirements;
3. Insuring that all vehicles transporting clients shall have at least the minimum level of liability
insurance appropriate for the type of vehicle as defined by Article 7, Rule R2-36 of the North
Carolina Utilities Commission;
4. Insuring that the contractor shall have written policies and procedures regarding how drivers
handle and report client emergencies and/or vehicle crashes involving clients to contractor and
how contractor notifies the Orange County Department of Social Services;
5. Contractor will maintain records documenting the following(County may require contractor to
provide):
a.Valid current copies of Drivers License for all drivers;
b.Current valid Vehicle Registration, for all vehicles transporting clients;
c.Driving records for all drivers for the past three years and with annual updates;
d.Criminal Background checks through North Carolina Law Enforcement or 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
progi %jjagitpre on this form confirms this statement.
Program coordinator
Signature Title
Program coordinator 1/25/2016
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Federal Certification-Drug-Free Workplace(06/04) Page I of 1
DocuSign Envelope ID: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1
Contract 468-2025
The Community Empowerment Fund
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://ivww.iiega.state,nc.us/EnactedLep,islatioti/Statutes/PDFiBvArticle/Chat)ter 64/Article 2.pd
• The text of G.S. 105-164.8(b) can be found online at:
h!Ltp://www.jicga.state,iie.us/Enacted
• The text of G.S. 143-48.5 (S,L. 2013-418, s. 2,(d))can be found online at:
http://ww-vv,ncga.state.nc.us/Sessions/2013/Bills/flouse/PDF/H` 78-6v6.pdf
• The text of G.S. 143-59.1 can be found online at:
http://NN,ww.nega,state.tic.us/EnactedLegislatioii/Statutes/PDF/BySect.ion/Cliapter 143/GS ,143-59.1.pdf
• The text of G.S. 143-59.2 can be found online at:
litti)://,,v-vvNv.ne a.state.ne.us/EnactedLeo-islation/Stattites/P` DF/BySection/Chapter 143/GS 143-59.2.pd
9
• The text of G.S. 147-33,95(8)(S.L. 2013-418, s. 2. (e))can be found online at:
http://www.iiega.state.jic.us/Sessions/2013/BiIls/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: FB3E3E71-F2B8-41 IIA-81 C9-1392ACCOFE1 1
Contract#68-2025
more of the conditions of G.S. 105-164.8(b); and The Community Empowerment Fund
(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
El 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 1.934 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.
Community Empowerment Fund
IS1911—uy.
Contractor' Ida me
1/25/2016
Signature of Contractor's Authorized Agent Date
Maggie West Program coordinator
Printed Na e r `[ractgrthorized Agent Title
operations coordinator
Signature of Witness Title
3onathan 1/26/2016
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 oft
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Contract#68-2025
The Community Empowerment Fund
ATTACHMENT N
OUTCOMES AND REPORTING
Orange County Department of Social Services
By signing and submitting this document, the Contractor certifies that it agrees to the following:
1. The Contractor agrees to participate in program, fiscal and administrative monitoring and/or audits,
making records and staff time available to Federal, State and County staff. The Contractor will turn over all
program documents to the County at the end of the contracting period or when a participant exits the
program,whichever occurs first.The Contractor will keep participant files in a locked room or filing cabinet
that only approved employees can access.
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. Attend all relevant ESG trainings provided during the fiscal year. Trainings will be conducted
via webinar and/or conference call when feasible. Some trainings may require face to face
participation,
a. The Contractor will provide copies of certificates of training completion,training sign-
in sheets, webinar participation sign-ins, and/or agency certification that appropriate
staff have completed offered trainings. Persons unable to attend webinar trainings must
view webinars within one month of the training session being posted online.
B. Document all federal and state eligibility criteria, including but not limited to housing and
homeless status, income eligibility, financial supports,assets,and social supports, for Housing
Stability activities using County approved forms. The Contractor will only provide ESG funded
services to eligible participants. If the Contractor provides services to ineligible participants
using ESG funds or ESG matching funds,the Contractor will reimburse the County for those
funds from a non-ESG funding source.
a. The Contractor will maintain participant files and will provide these files to the County
when participants exit the program.
C. Emphasize immediate access to safe, affordable housing that complies with the quality
standards that HUD uses for its Section 8 program. Housing Stability services, including the
number of months support is provided, should be personalized to meet the needs of each
household. The County must approve all program eligibility decisions.The Contractor will be
responsible for assisting the program participants to develop and implement a Housing
Stabilization Action Plan.
a. The Contractor will provide staff timesheets,participant files, housing status
documents, leases, invoices/bills, checks/bank statements/ledgers, case notes, and
reimbursement requests. The County has the right to request additional documentation
as deemed necessary. The number of days the average person experiences homelessness
should be less than the previous year until a community average of no more than 30
days of homelessness is met,
D. Provide assistance for Housing Stability activities based on individual household need. Financial
assistance should be strategic and intentionally used to support long term housing stability.
Participant files should provide a rationale for decisions about financial assistance amounts and
types.
Outcomes (06/04) Pagel of
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Contract#68-2025
The Community Empowerment Fund
a. The Contractor will provide participant files, reimbursement requests, and all federal,
state, and county required documentation for financial assistance. Such.documents
include but are not limited to leases,utility payment receipts, documentation of utilities
in the recipient's name, unit inspection reports, assurances of tenancy, and tracking of
financial assistance(amount and number of months)in a financial system and/or record
that allows the Contractor to comply with ONIB Circular A-133.
E. Use ESG funds only for approved eligible expenditures. For Housing Stability programs, these
expenditures include financial assistance(rental application fees, security deposits, last month's
rent, utility deposits,and utility payments), services(housing search and placement and housing
stability case management), and rent assistance. The Contractor may only spend funds in
categories that were applied for in the NC ESG application that was submitted by the County to
the State prior to the contracting period June 1, 2015 to December 31, 2015.
DocuSigned by:
�IAtL wt St Program coordinator
Signature Title
Community Empowerment Fund
1/25/2016
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Outcomes (06/04) Page 2 oft
A-T--
DocuSign Envelope ID: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1
SUMMARY OF INSURANCE 11HE
fURTFURD
FOR:
COMMUNITY EMPOWERMENT FUND Prepared:9/11/2015
108 W ROSEMARY ST
CHAPEL HILL NC 27516
Phone: FAX:
BY: HOME OFFICE
SS&T INSURANCE SERVICES INC/PHS 272545
PO BOX 29611
CHARLOTTE NC 28229
Phone. (866) 467-8730 FAX: (877) 538-5295
ACCOUNT POLICY RECAP Policy Number Eff Date Exp Date Premium
Spectrum 22 SBM BN9653 01.262015 01262016
Sentinel Ins Co T,ITD
POLICY DETAIL Policy Spectrum
Property Coverages - Form Limit Deductible
Location 002 Building 001
331 W MAIN ST STE 407
DURHAM, NC 27701-3232
Location 003 Building 001
108 lvv. ROSEHARY STREET
CHAPEL HILL, NC 27514-2507
Commll Liabilit z Coverages - A E]21icable to all policy locations
Each Occurrence $2, 000, 000
Da,ynage to Premises Rented to Yo-,i $1" 000, 000
Medical Expense (Any One Person) $10, 000
Personal & Advertising Injury $2, 000, 000
General Aggregate $4, 000, 000
Product/Complet Operation Aggregate $4, 000, 000
Hired Non-Owned Auto Liability $2, 000, 000
EMPL PRACTICES LIAR COVG" $1.01 000
CYBERFLEX LIABILITY EXCLUSION
TERRORISM
Class Description Detail Code Premium Basis
LOCATION 002 Banks & Other F-..nanc.'..a1. 10421
Institutions
LOCATION 003 Banks & Other Financial 10421
Institutions
This summary and its attachments provides h=igh level overview of policy coverages and does
not include all conditions, limitation or exclusion. Please refer to the actual policy
forms for detailed coverages, limits and deductibles.