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HomeMy WebLinkAbout2017-533-E DSS - Senior Care of Orange County for Adult Day Health DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 Contract#68-2014 Senior Care of Orange County, Inc. Contract#_68-2014 Fiscal Year Begins_Julyl,2017_Ends June 30. 2018 This contract is hereby entered into by and between the Orange County Department of Social Services(the "County")and Sen for Care of Orange County,Inc.(the"Contractor")(referred to collectively as the"Parties"). The Contractor's federal tax identification number or Social Security Number is 1. Contract Documents: This Contract consists of the following documents (1) This contract (2) The General Terms and Conditions (Attachment A) (3) The Scope of Work, description of services, and rate(Attachment B) (4) Federal Certification Regarding Drug-Free Workplace&Certification Regarding Nondiscrimination(Attachment C) (5) Conflict of Interest(Attachment D) (6) No Overdue Taxes(Attachment E) (7) Certification of Transportation(Attachment J) (8) IRS Federal Tax Exempt Letter or 501(c)(3)(Attachment K) (9) State and Local Certifications (Attachment M) (10)Outcomes and Reporting(Attachment N) (11)Contract Determination Questionnaire These documents constitute the entire agreement between the Parties and supersede all prior oral or written statements or agreements. 2. Precedence Among Contract Documents: In the event of a conflict between or among the terms of the Contract Documents and this Agreement,the terms of this Agreement shall control. In the event of a conflict between or among the terms of the Contract Documents,then the Contract Documents with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Section 1,above,with Attachment A having precedence over Attachment B and so forth. If there are multiple Contract Amendments,the most recent amendment shall have the highest precedence and the oldest amendment shall have the lowest precedence. 3. Effective Period: This contract shall be effective on July 1,2017 and shall terminate on June 30,2018. This contract must be twelve months or less. 4. Contractor's Duties: The Contractor shall provide the services and in accordance with the approved rate as described in Attachment B, Scope of Work, and shall meet the requirements set forth in Attachment N, Outcomes and Reporting. 5. County's Duties: The County shall pay the Contractor in the manner and in the amounts specified in the Contract Documents. The total amount paid by the County to the Contractor under this contract shall not exceed$20,000. This amount consists of$20,000 in Federal (CFDA # ), State and County funds, $0 (source of other funds if applicable). [X] a. There are no matching requirements from the Contractor. [ ] b. The Contractor's matching requirement is$ ,which shall consist of: [ ] In-kind [ ] Cash [ ] Cash and In-kind [ ] Cash and/or 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 $20,000. 6. Reporting Requirements:Contractor shall comply with audit requirements as described in N.C.G.S. § 143C-6-22&23 and OMB Circular A-133 and shall disclose all information required by 42 USC 455.104,or 42 USC 455.105,or 42 USC 455.106. Contract-General (07/10) Page 1 of 5 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 Contract#68-2014 • Senior Care of Orange County,Inc. 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 Denise Shaffer, Social Work Program Director Denise Shaffer, Social Work Program Director Orange County Department of Social Services Orange County Department of Social Services P.O. Box 8181 2501 Homestead Road Hillsborough,NC 27278 Chapel Hill,NC 27516 (919)968-2000 ext.246 (919)968-2012 dshaffer @co.orange.nc.us • Program Contact: Kim Lassiter Fisher,Adult Services Supervisor Orange County Department of Social Services P.O. Box 8181 113 Mayo Street Hillsborough,NC 27278 (919)245-2880 Lassiter @orangeeountync.gov For the Contractor: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Alvonia Baldwin Alvonia Baldwin Florence Gray Soltys Adult Day Health Program Florence Gray Soltys Adult Day Health Program P.O. Box 8181 105 Meadowland Drive Hil lsborough,NC 27278 Hillsborough,NC 27278 (919)245-2017 (919)245-2018 albaldwi@co.orange.nc.us Contract-General (07/10) Page 2 of 5 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 Contract#68-2014 Senior Care of Orange County,Inc. 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. Termination: This Agreement may be terminated as specified in Attachment A, General Terms And Conditions. • 16. Insurance Requirements:Contractor shall obtain,at its sole expense,all insurance as required in Attachment A,General Terms And Conditions. 17. Indemnification: Contractor agrees to defend,indemnify,and hold harmless the County,for all loss, liability,claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by Contractor in accordance with Attachment A, General Terms And Conditions. It is the intent of this Section that Contractor indemnify County to the full extent permitted by law. 18. Entire Agreement:The parties have read this Agreement,including the Contract Documents,and agree to be bound by all of its terms,and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties. 19. Interpretation:When the context in which words are used in this Agreement indicates that such is the intent,words shall in the singular number shall include the plural and vice versa. The masculine gender shall include the feminine and neuter. Contract-General (07/10) Page 3 of 5 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 Contract#68-2014 Senior Care of Orange County,Inc. IN WITNESS WHEREOF,the County and the Contractor have been first duly authorized,have executed and entered into this Agreement as of the day and year first above written. 7441,1)Ik€ :RE OF ORANGE COUNTY,INC. WountAni, ICtO0Sit,t, 7/25/2017 C5B55FF72CBC4D7 Signature Date swayzene Riggsbee Executive Director Printed Name Title ORANGE COUNTY ri!VAAA.h. OWAIMUAL41 DocuSigned by: 9/28/2017 06379949755E477... Bonnie Hammersley, County Manager Date it Contract-General (07/10) Page 4 of 5 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 ATTACH TENT A GENERAL TERMS AND CONDITIONS Orange County Department of Social Services Relationships of the Parties the County or the Contractor,receiving services or benefits under this contract shall be deemed an incidental Independent Contractor: The Contractor is and shall be beneficiary only. deemed to be an independent contractor in the performance of this contract and as such shall be wholly responsible for Indemnity and Insurance the work to be performed and for the supervision of its employees. The Contractor represents that it has, or shall Indemnification: The Contractor agrees to indemnify and secure at its own expense, all personnel required in hold harmless the County and any of their officers,agents performing the services under this agreement. Such and employees,from any claims of third parties arising out employees shall not be employees of, or have any or any act or omission of the Contractor in connection with individual contractual relationship with the County. the performance of this contract. Subcontracting: The Contractor shall not subcontract any Insurance: During the term of the contract,the Contractor of the work contemplated under this contract without prior at its sole cost and expense shall provide commercial written approval from the County. Any approved insurance of such type and with such terms and limits as subcontract shall be subject to all conditions of this may be reasonably associated with the contract. As a contract. Only the subcontractors specified in the contract minimum, the Contractor shall provide and maintain the documents are to be considered approved upon award of following coverage and limits: the contract. The County shall not be obligated to pay for (a) Worker's Compensation - The contractor shall any work performed by any unapproved subcontractor. provide and maintain Worker's Compensation The Contractor shall be responsible for the performance of Insurance as required by the laws of North all of its subcontractors. Carolina,as well as employer's liability coverage f with minimum limits of$500,000.00,covering all Assignment: No assignment of the Contractor's of Contractor's employees who are engaged in any obligations or the Contractor's right to receive payment work under the contract. If any work is sublet,the hereunder shall be permitted. However, upon written Contractor shall require the subcontractor to request approved by the issuing purchasing authority,the provide the same coverage for any of his County may: employees engaged in any work under the (a) Forward the Contractor's payment check(s) contract. directly to any person or entity designated by the (b) Commercial General Liability - General Contractor,or Liability Coverage on a Comprehensive Broad (b) Include any person or entity designated by Form on an occurrence basis in the minimum Contractor as a joint payee on the Contractor's amount of$1,000,000.00 Combined Single Limit. payment check(s). (Defense cost shall be in excess of the limit of In no event shall such approval and action obligate the liability.) County to anyone other than the Contractor and the (c)Automobile Liability Insurance: The Contractor Contractor shall remain responsible for fulfillment of all shall provide automobile liability insurance with a contract obligations. combined single limit of$500,000.00 for bodily injury and property damage; a limit of Beneficiaries: Except as herein specifically provided $500,000.00 for uninsured/under insured motorist otherwise,this contract shall inure to the benefit of and be coverage; and a limit of$25,000.00 for medical binding upon the parties hereto and their respective payment coverage. The Contractor shall provide i successors. It is expressly understood and agreed that the this insurance for all automobiles that are: enforcement of the terms and conditions of this contract, (a) owned by the Contractor and used in the and all rights of action relating to such enforcement,shall performance of this contract; IE be strictly reserved to the County and the named (b) hired by the Contractor and used in the Contractor.Nothing contained in this document shall give performance of this contract; and or allow any claim or right of action whatsoever by any (c) Owned by Contractor's employees and � other third person.It is the express intention of the County used in performance of this contract("non- and Contractor that any such person or entity, other than owned vehicle insurance"). Non-owned General Terms and Conditions (06/16) Page 1 of 5 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 vehicle insurance protects employers when employees use their personal vehicles for Termination Without Cause: The County may terminate work purposes. Non-owned vehicle this contract without cause by giving 30 days written insurance supplements, but does not notice to the Contractor. replace,the car-owner's liability insurance. Termination for Cause: If, through any cause, the The Contractor is not required to provide and maintain Contractor shall fail to fulfill its obligations under this automobile liability insurance on any vehicle—owned, contract in a timely and proper manner,the County shall hired, or non-owned--unless the vehicle is used in the have the right to terminate this contract by giving written performance of this contract. notice to the Contractor and specifying the effective date (d) The insurance coverage minimums specified in thereof. In that event,all finished or unfinished deliverable subparagraph(a)are exclusive of defense costs. items prepared by the Contractor under this contract shall, (e) The Contractor understands and agrees that the at the option of the County, become its property and the insurance coverage minimums specified in Contractor shall be entitled to receive just and equitable subparagraph (a) are not limits, or caps, on the compensation for any satisfactory work completed on such Contractor's liability or obligations under this contract. materials,minus any payment or compensation previously (f) The Contractor may obtain a waiver of any one or more made. Notwithstanding the foregoing provision, the of the requirements in subparagraph (a) by Contractor shall not be relieved of liability to the County demonstrating that it has insurance that provides for damages sustained by the County by virtue of the protection that is equal to or greater than the coverage Contractor's breach of this agreement,and the County may and limits specified in subparagraph(a). The County withhold any payment due the Contractor for the purpose shall be the sole judge of whether such a waiver of setoff until such time as the exact amount of damages should be granted. due the County from such breach can be determined. In (g) The Contractor may obtain a waiver of any one or more case of default by the Contractor, without limiting any of the requirements in paragraph(a)by demonstrating other remedies for breach available to it,the County may that it is self-insured and that its self-insurance procure the contract services from other sources and hold provides protection that is equal to or greater than the the Contractor responsible for any excess cost occasioned coverage and limits specified in subparagraph(a). The thereby. The filing of a petition for bankruptcy by the County shall be the sole judge of whether such a Contractor shall be an act of default under this contract. waiver should be granted. (h) Providing and maintaining the types and amounts of Waiver of Default: Waiver by the County of any default with the terms of this contract b insurance or self-insurance specified in this paragraph or breach in compliance w d y is a material obligation of the Contractor and is of the the Provider shall not be deemed a waiver of any essence of this contract. subsequent default or breach and shall not be construed to (i) The Contractor shall only obtain. insurance from be modification of the terms of this contract unless stated companies that are authorized to provide such to be such in writing, signed by an authorized coverage and that are authorized by the Commissioner representative of the County and the Contractor and of Insurance to do business in the State of North attached to the contract. Carolina.All such insurance shall meet all laws of the State of North Carolina. Availability of Funds: The parties to this contract agree (j) The Contractor shall comply at all times with all lawful and understand that the payment of the sums specified in terms and conditions of its insurance policies and all this contract is dependent and contingent upon and subject lawful requirements of its insurer. to the appropriation, allocation, and availability of funds (k) The Contractor shall require its subcontractors to for this purpose to the County. comply with the requirements of this paragraph. (1) The Contractor shall demonstrate its compliance with Force Majeure: Neither party shall be deemed to be in the requirements of this paragraph by submitting default of its obligations hereunder if and so long as it is certificates of insurance to the County before the prevented from performing such obligations by any act of Contractor begins work under this contract. war,hostile foreign action,nuclear explosion,riot,strikes, civil insurrection,earthquake,hurricane,tornado,or other Transportation of Clients by Contractor:The contractor catastrophic natural event or act of God. will maintain Insurance requirements if required as noted under Article 7 Rule R2-36 of the North Carolina Utilities Survival of Promises: All promises,requirements,terms, Commission. conditions, provisions, representations, guarantees, and warranties contained herein shall survive the contract Default and Termination expiration or termination date unless specifically provided • General Terms and Conditions—(06/16) Page 2 of 5 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 otherwise herein, or unless superseded by applicable that comply with all applicable federal, state and Federal or State statutes of limitation. local laws,regulations, and rules. Intellectual Property Rights (b) Duty to Report: The Contractor shall report a suspected or confirmed security breach to the Copyrights and Ownership of Deliverables: All local Department of Social Services Contract deliverable items produced pursuant to this contract are the Administrator within twenty-four(24)hours exclusive property of the County. The Contractor shall not after the breach is first discovered,provided that assert a claim of copyright or other property interest in the Contractor shall report a breach involving • such deliverables. Social Security Administration data or Internal Revenue Service Data within one(1) hour after Federal Intellectual Property Bankruptcy Protection the breach is first discovered. Act: The Parties agree that the County shall be entitled to all rights and benefits of the Federal Intellectual Property (c) Cost Borne by Contractor: If any applicable Bankruptcy Protection Act,Public Law I00-506,codified federal, state, or local law,regulation or rule at 11 U.S.C. 365 (n)and any amendments thereto. requires the Contractor give written notice of a security breach to affected persons,the Contract Compliance with Applicable Laws shall bear the cost of the notice. Compliance with Laws: The Contractor shall comply Trafficking Victims Protection Act of 2000: with all laws, ordinances, codes, rules, regulations, and The Contractor will comply with the requirements of licensing requirements that are applicable to the conduct of Section 106(g)of the Trafficking Victims Protection Act its business, including those of federal, state, and local of 2000,as amended(22 U.S.C. 7104) �I agencies having jurisdiction and/or authority. By executing this Agreement Provider certifies that Executive Order#24: It is unlawful for any vendor, Provider has not been identified, and has not utilized contractor, subcontractor or supplier of the state to make the services of any agent or subcontractor, on the list gifts or to give favors to any state employee. For created by the State Treasurer pursuant to G.S. 147- additional information regarding the specific 86 58 requirements and exemptions,contractors are encouraged to review Executive Order 24 and G.S. Sec. Title VI,Civil Rights Compliance: In accordance with 133-32. Federal law and U.S.Department of Agriculture(USDA) Confidentiality and U.S. Department of Health and Human Services (HHS) policy, this institution is prohibited from Confidentiality: Any information, data, instruments, discriminating on the basis of race,color, national origin, 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 kept as confidential and not divulged or made available to • basis of religion or political beliefs. any individual or organization without the prior written • approval of the County.The Contractor acknowledges that Equal Employment Opportunity: The Contractor shall in receiving,storing,processing or otherwise dealing with comply with all federal and State laws relating to equal any confidential information it will safeguard and not employment opportunity. further disclose the information except as otherwise Health Insurance Portability and Accountability Act provided in this contract. (HIPAA): The Contractor agrees that, if the County Oversight determines that some or all of the activities within the scope of this contract are subject to the Health Insurance Access to Persons and Records: The State Auditor shall Portability and Accountability Act of 1996, P.L. 104 91, have access to persons and records as a result of all as amended("HIPAA"), or its implementing regulations, contracts or grants entered into by State agencies or it will comply with the HIPAA requirements and will political subdivisions in accordance with General Statute execute such agreements and practices as the County 147-64.7. Additionally,as the State funding authority,the may require to ensure compliance. 'Department of Health and Human Services shall have • (a) Data Security: The Contractor shall adopt and access to persons and records as a result of all contracts or grants entered into by State agencies or political apply data security standards and procedures subdivisions. • • • General Terms and Conditions—(06116) Page 3 of 5 • DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 subcontractors,complies with the requirements of Article 2 Record Retention: Records shall not be destroyed, of Chapter 64 of the NC General Statutes. purged or disposed of without the express written consent of the Division. State basic records retention policy Miscellaneous requires all grant records to be retained for a minimum of five years or until all audit exceptions have been resolved, Choice of Law: The validity of this contract and any of its whichever is longer. If the contract is subject to federal terms or provisions, as well as the rights and duties of the policy and regulations,record retention may be longer than parties to this contract,are governed by the laws of North five years since records must be retained for a period of Carolina.The Contractor, by signing this contract, agrees three years following submission of the final Federal and submits,solely for matters concerning this Contract,to Financial Status Report, if applicable, or three years the exclusive jurisdiction of the courts of North Carolina following the submission of a revised final Federal and agrees, solely for such purpose, that the exclusive Financial Status Report. Also, if any litigation, claim, venue for any legal proceedings shall be Orange County, negotiation, audit, disallowance action, or other action North Carolina. The place of this contract and all involving this Contract has been started before expiration transactions and agreements relating to it, and their situs of the five-year retention period described above, the and forum,shall be Orange County,North Carolina,where records must be retained until completion of the action and all matters,whether sounding in contract or tort,relating to resolution of all issues which arise from it,or until the end the validity,construction,interpretation,and enforcement of the regular five-year period described above,whichever shall be determined. is later. The record retention period for Temporary Assistance for Needy Families (TANF) and MEDICAID Amendment: This contract may not be amended orally or 1 and Medical Assistance grants and programs must be by performance. Any amendment must be made in written retained for a minimum of ten years. form and executed by duly authorized representatives of the County and the Contractor. Warranties and Certifications Severability: In the event that a court of competent Date and Time Warranty: The Contractor warrants that jurisdiction holds that a provision or requirement of this the product(s) and service(s) furnished pursuant to this contract violates any applicable law, each such provision contract("product"includes,without limitation,any piece or requirement shall continue to be enforced to the extent it of equipment,hardware,firmware,middleware,custom or is not in violation of law or is not otherwise unenforceable commercial software,or internal components,subroutines, and all other provisions and requirements of this contract and interfaces therein)that perform any date and/or time shall remain in full force and effect. data recognition function, calculation, or sequencing will support a four digit year format and will provide accurate Headings: The Section and Paragraph headings in these date/time data and leap year calculations. This warranty General Terms and Conditions are not material parts of the shall survive the termination or expiration of this contract. agreement and should not be used to construe the meaning thereof. Certification Regarding Collection of Taxes: G.S. 143- 59.1 bars the Secretary of Administration from entering Time of the Essence: Time is of the essence in the into contracts with vendors that meet one of the conditions performance of this contract. 3, of G.S. 105-164.8(b)and yet refuse to collect use taxes on sales of tangible personal property to purchasers in North Key Personnel: The Contractor shall not replace any of Carolina. The conditions include: (a) maintenance of a the key personnel assigned to the performance of this retail establishment or office; (b) presence of contract without the prior written approval of the County. representatives in the State that solicit sales or transact The term "key personnel" includes any and all persons business on behalf of the vendor; and (c) systematic identified as such in the contract documents and any other exploitation of the market by media-assisted, media- persons subsequently identified as key personnel by the facilitated, or media-solicited means. The Contractor written agreement of the parties. certifies that it and all of its affiliates (if any) collect all required taxes. Care of Property: The Contractor agrees that it shall be responsible for the proper custody and care of any property y E-Verify furnished to it for use in connection with the performance of this contract and will reimburse the County for loss of, Pursuant to G.S. 143-48.5,the undersigned hereby certifies or damage to, such property. At the termination of this that the Contractor named below, and the Contractor's contract, the Contractor shall contact the County for General Terms and Conditions—(06116) Page 4 of 5 1 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 instructions as to the disposition of such property and shall comply with these instructions. Orange County Living Wage: Orange County is committed to providing its employees with a living wage Travel Expenses: Reimbursement, if provided in this and encourages agencies to which it provides funding to Agreement, to the Contractor for travel mileage, meals, pursue the same goal. The County's living wage hourly lodging and other travel expenses incurred in the standard, as adopted by the Orange County Board of performance of this contract shall not exceed the rates County Commissioners annually, can be found in the established in County policy. Orange County Budget Ordinance. To the extent possible, Orange County recommends that the Contractor and all Sales/Use Tax Refunds: If eligible,the Contractor and all subcontractors provide a living wage, as defined in this subcontractors shall: (a) ask the North Carolina section,to their employees. Department of Revenue for a refund of all sales and use taxes paid by them in the performance of this contract, Signatures: This Agreement together with any pursuant to G.S. 105-164.14; and (b) exclude all amendments or modifications may be executed refundable sales and use taxes from all reportable electronically. All electronic signatures affixed hereto expenditures before the expenses are entered in their evidence the intent of the Parties to comply with Article reimbursement reports. 11A and Article 40 of North Carolina General Statute Chapter 66. Advertising: The Contractor shall not use the award of this contract as a part of any news release or commercial advertising. • • • General Terms and Conditions (06/16) Page 5 of 5 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 ATTACHMENT B SCOPE OF WORK Orange County Department of Social Services Federal Tax Id. or SSN Contract# 68-2014 A. CONTRACTOR INFORMATION 1. Contractor Agency Name: Senior Care of Orange County,Inc. 2. If different from Contract Administrator Information in General Contract: Address Telephone Number: _ Fax Number: Email: 3. Name of Program(s): Adult Day Health Service 4. Status: ( )Public (X)Private,Not for Profit ( )Private,For Profit 5. Contractor's Financial Reporting Year July 1, 2017 through June 30,2018 B. Explanation of Services to be provided and to whom (include SIS Service Code): The Contractor will provide Adult Day Health Services(SIS Code 091)to clients of the Orange County Department of Social Services. These services will include assistance with Activities of 11 Daily Living,health monitoring by an RN, and therapeutic recreational programs. The Contractor is required to meet all goals and outcomes listed in Attachment N. C. Rate per unit of Service(define the unit): 1. If Standard Fixed Rate,Maximum Allowable,(See Rates for Services Chart) Minimum daily rate: $3892/damper client {, 2.Negotiated County Rate. D.Number of units to be provided: E. Details of Billing process and Time Frames;The County will reimburse the Contractor for services described in this contract up to the budgetary limits of the contract allotment. The County will reimburse the Contractor at a rate of$38.92/day for approved services provided. For reimbursement,the Contractor must submit an original and two copies of an invoice by the fifth of the month for the preceding month's expenditures to the designated County Administrator. The County will reimburse the Contractor monthly upon receipt of a complete and correctly filed report. The service(s)under contract with the Contractor are services for which a client may voluntarily contribute to the cost. Policies regarding the solicitation and acceptance of voluntary contributions are contained in Family Services Manual,Volume VI, Chapter III. If a client Contract-Scope of Work(06/04) Page lof 2 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 voluntarily contributes to the cost of service,the County will inform the Contractor of the amount of the contribution and of any subsequent changes. The Contractor will establish a plan with the client for accepting the contribution on at least a monthly basis; and when contributions are not received within ten days of the agreed upon date,will notify the client in writing and send a copy of the notification to the County. No other fees for services may be charged to the client. Client contributions are to be reported monthly to the County. F. Area to be served/Delivery site(s): Oran,e Coun DocuSigned by: „.---DocuSigned by: jl L a�,c y Cesf e� Swa.�� vu, ►ei skt, IlCR1R'IQC.DARRA c "C5B55EF72C3C4D2 Nancy Coston,Social Services Director (Signature of Contractor) 9/25/2017 7/25/2017 (Date Submitted) (Date Submitted) ii ii 1 . Contract-Scope of Work(06/04) Page 2of 2 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 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 ofthe 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&Nondiscrimination rev.06-2015 Page 1 of 2 - iF DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 II. The site(s) for the performance of work done in connection with the specific agreement are listed below: 1. (Street address) (City, county, state,zip code) 2, (Street address) (City,county, state, zip code) Contractor will inform the County of any additional sites for performance of work under this agreement. False certification or violation of the certification shall be grounds for suspension of payment, suspension or termination of grants, or government-wide Federal suspension or debarment 45 C.F.R. Section 82.510. Section 4 CFR Part 85,Section 85.615 and 86.620. CERTIFICATION REGARDING NONDISCRIMINATION The Vendor certifies that it will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b)Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; (d)the Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101-6107), which prohibits discrimination on the basis of age; (e) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (f) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or , alcoholism; (g) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (h) the Food Stamp Act and USDA policy, which prohibit discrimination on the basis of religion and political beliefs; and (i) the requirements of any other nondiscrimination statutes which may apply to this Agreement. ,—DocuSigned by: gyp. JWOWn , rtO5lw Executive Di rector r5e55E Z2c c4.r 9 Signature Title • senior care of orange county,inc. 7/25/2017 Agency/Organization Date (Certification signature should be same as Contract signature.) Federal Certification-Drug-Free Workplace&Nondiscrimination rev. 06-2015 Page 2 of 2 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 Contract#68-2014 Senior Care of Orange County,Inc. ATTACHMENT D CONFLICT OF INTEREST POLICY Orange County Department of Social Services The Board of Directors/Trustees or other governing persons, officers, employees or agents are to avoid any conflict of interest, even the appearance of a conflict of interest. The Organization's Board of Directors/Trustees or other governing body, officers, staff and agents are obligated to always act in the best interest of the organization. This obligation requires that any Board member or other governing person, officer, employee or agent, in the performance of Organization duties, seek only the furtherance of the Organization mission, At all times, Board members or other governing persons, officers, employees or agents, are prohibited from using their job title, the Organization's name or property,for private profit or benefit. A. The Board members or other governing persons, officers, employees, or agents of the Organization should neither solicit nor accept gratuities, favors, or anything of monetary value from current or potential contractors/vendors,persons receiving benefits from the Organization or persons who may benefit from the actions of any Board member or other governing person, officer, employee or agent. This is not intended to preclude bona-fide Organization fund raising- activities. B. A Board or other governing body member may, with the approval of Board or other governing body, receive honoraria for lectures and other such activities while not acting in any official capacity for the Organization. Officers may, with the approval of the Board or other governing body, receive honoraria for lectures and other such activities while on personal days, compensatory time, annual leave, or leave without pay. Employees may, with the prior written approval of their supervisor, receive honoraria for lectures and other such activities while on personal days, compensatory time, annual leave, or leave without pay. If a Board or other governing body member, officer, employee or agent is acting in any official capacity, honoraria received in connection with activities relating to the Organization are to be paid to the Organization. C. No Board member or other governing person, officer, employee, or agent of the Organization shall participate in the selection, award, or administration of a purchase or contract with a vendor where,to his knowledge, any of the following has a financial interest in that purchase or contract: I. The Board member or other governing person, officer,employee, or agent; 2. Any member of their family by whole or half blood, step or personal relationship or relative-in-law; 3. An organization in which any of the above is an officer, director, or employee; 4. A person or organization with whom any of the above individuals is negotiating or has any arrangement concerning prospective employment or contracts. D. Duty to Disclosure --Any conflict of interest, potential conflict of interest, or the appearance of a conflict of interest is to be reported to the Board or other governing body or one's supervisor immediately, E. Board Action --When a conflict of interest is relevant to a matter requiring action by the Board of Directors/Trustees or other governing body,the Board member or other governing person, officer, employee, or agent(person(s))must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of Conflict of Interest Policy(06/04) Page 1 of 3 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 Contract#68-2014 Senior Care of Orange County,Inc. committees with governing board delegated powers considering the possible conflict of interest. After disclosure of all material facts, and after any discussion with the person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In addition,the person(s)shall not participate in the final deliberation or decision regarding the matter under consideration and shall leave the meeting during the discussion of and vote of the Board of Directors/Trustees or other governing body. F. Violations of the Conflicts of Interest Policy -- If the Board of Directors/Trustees or other governing body has reasonable cause to believe a member, officer, employee or agent has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the person's response and after making further investigation as warranted by the circumstances, the Board of Directors/Trustees or other governing body determines the member, officer, employee or agent has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. G. Record of Conflict -- The minutes of the governing board and all committees with board delegated powers shall contain: 1. The names of the persons who disclosed or otherwise were found to have an actual or possible conflict of interest, the nature of the conflict of interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. 2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement that presents a possible conflict of interest, the content of the discussion, including any alternatives to the transaction or arrangement, and a record of any votes taken in connection with the proceedings. Approved by: SCI or Ca-a_ o `, ,,,,,,,,,,,,,,,,1 Name of Organization �� Cis XEE. zs S ignaturd of Organization Official r, _ II Date "9,yc C oVt��,"�'��`` 1j1j81111iit1„I t'. is Conflict of Interest Policy(06/04) Page 2 of 3 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 Contract#68-2014 Senior Care of Orange County,Inc. NOTARIZED CONFLICT OF INTEREST POLICY State of North Carolina County of Orange I, 0/kA.. , Notary Public for said County and State, certify that i� ,, r, ,; p - 4 personally appeared before me this day and acknowledged that he/she is vv,-„ of ,„` :, . . , and by that authority duly given and as the a � 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 5 day of Zvt j c2.0 3 17 . Sworn to and subscribed before me this 5 day of -3—LA y ,02-Q17 1 Ate'`. Loa, "‘"1 (Official Seal) Notary Public My Commission expires t:---C.13 , 20 I$'/ Ei it Conflict of Interest Policy(06/04) Page 3 of 3 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 Contract#68-2014 1 Senior Care of Orange County,Inc. ATTACHMENT E 1 OVERDUE TAXES Orange County Department of Social Services 1 Instructions: Grantee/Provider should complete this certification for all funds received. Entity II should enter appropriate data in the yellow highlighted areas. The completed and signed form must be provided to the County Department of Social Services. Florence Gray Soltys Adult Day Health Program b Operated by: Senior Care of Orange County,Inc. 105 Meadowland Drive li Hillsborough,North Carolina 27278 1 07/05/2017 To: Orange County Department of Social Services Certification: l We certify that the Senior Care of Orange:Caunty Inc does not have any overdue tax debts, as defined by N.C.G.S. 105-243.11, at the federal, State, or local level. We further understand that 1 any person who makes a false statement in violation of N.C.G.S. 143C-6-23(c) is guilty of a l criminal offense punishable as provided by N.C.G.S. 143C-10-1(b). Sworn Statement: Nancy Esperson and David Wilkerson being duly sworn, say that we are the Board Vice President and Treasurer, respectively, of Senior Care of Orange County; Inc of Hillsborough in the State of 1 North Carolina; and that the foregoing certification is true, accurate and complete to the best of our knowledge and was made and subscribed by us. We also acknowledge and understand that any misuse of State funds will be reported to the appropriate authorities for furt o�rnehiot7,, ``,��,a∎"ye.A N N&-- ,,„ B•idVi - P side t ;° x10rq,Q % � 4rer - �r A _ �� °BLit G:' Sworn to and subscribed before me on the day of the date of said cettificatit s y?`� , c CO U N�,.,,,, ,,,,i,w u uu,,, 1 ,..,4l am— My Commission Expires: r a`( 1,D- ) t b t otary ign�nd Seal n �1 , t @ i Zseo-hv G.V1v1i ov-tk C-o.u1A-ki 1 i G.S. 105-243.1 defines:Overdue tax debt.—Any part of a tax debt that remains unpaid 90 days or more after the notice of final assessment was mailed to the taxpayer.The term does not include a tax debt,however,if the taxpayer entered into an installment agreement for the tax debt under G.S. 105-237 within 90 days after the notice of final assessment was mailed and has not failed to make any payments due under the installment agreement." Overdue Taxes—(07/08) Page 1 of 1 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 ATTACHMENT J CERTIFICATION REGARDING TRANSPORTATION Orange County Department of Social Services By execution of this Agreement the Contractor certifies that it will provide safe client transportation by: 1. Insuring that all drivers (including employees,contractors, contractor's employees, and volunteers) shall be at least 18 years of age; 2. Insuring that all drivers (including employees, contractors, contractor's employees, and volunteers) shall be licensed to operate the specific vehicle used in transporting clients in accordance with Chapter 20-7 of the General Statutes of North Carolina and the Division of Motor Vehicle requirements; 3. Insuring that all vehicles transporting clients shall have at least the minimum level of liability insurance appropriate for the type of vehicle as defined by Article 7, Rule R2-36 of the North Carolina Utilities Commission; 4. Insuring that the contractor shall have written policies and procedures regarding how drivers handle and report client emergencies and/or vehicle crashes involving clients to contractor and how contractor notifies the County Department of Social Services; 5. Insuring that no more than one quarter of one percent of all trips be missed by the contractor during the course of the contract period; (Medicaid only) 6. Insuring that that no more than five percent (5%) of trips should be late for recipient drop off to their appointment per month; (Medicaid only) 7. 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. 8. Disclosing, at the outset of the contract, upon renewal and upon request, any criminal convictions or other reasons for disqualifications from participation in Medicare, DocuS,Mgclicaid or Title XX programs (signature on this form confirms this statement). Swa��jwi t, riooslot t, 3' Executive Director 255F72c3c1D2... Signature Title senior care of orange county,Inc. 7/25/2017 Agency/Organization Date (Certification signature should be same as Contract signature.) Transportation Certification(06/16) Page 1 of 1 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 ATTACHMENT K 501(c)(3) and TAX EXEMPT STATUS Orange County Department of Social Services What is a Private Non Profit Agency? Answer: A private non profit is an organization that is incorporated under State law and whose purpose is not to make a profit, but rather to further a charitable, civic, religious, scientific, or other lawful purpose. The Secretary of State's office grants corporate status to organizations in North Carolina. rI What is a 501(c)(3) designation? Answer: When the agency becomes a state private non profit corporation, it can then apply for 501(c)(3) designation through the IRS. Once the IRS grants 501(c)(3) status, the organization is exempt from certain taxes and any donations to the charitable organization are tax deductible. 11 Many individuals and organizations prefer to make donations to 501(c)(3) private non profits. Who can obtain a 501(c)(3) designation? Answer: Any organization or group can apply for 501(c)(3) status, provided their charter or focuses on the non profit's objective. ;I Another option is to apply for a 509(a)(1) status which falls under the 501(c)(3) umbrella. Being a 509(a)(l) designates an organization as a tax-free public charity that receives most of its support from a governmental unit or from the general public. Becoming a 509(a)(1) provides public recognition of tax-exempt status, advance assurance to donors of deductibility of contributions, exemption from certain State and federal taxes, and non profit mailing privileges. Organizations that typically qualify are churches, educational institutions, hospitals, and governmental units. To learn more about non profits, visit www.irs.gov, or call the tax-exempt helpline at 877-829- 4933. How does a Private Non Profit obtain Tax Exempt Status? A private non profit must apply to the IRS for tax exempt status. To qualify, applicants must complete and submit to the IRS Form 1023. Once federal tax exempt status is granted, the private non profit applies for State tax exempt status by completing Form CD-435 and submitting it to the N. C. Department of Revenue. • Please attach proof of 501(c)(3) or IRS tax-exempt status to this page. DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 • ATTACHMENT M STATE AND LOCAL CERTIFICATION Contractor Certifications Required by North Carolina Law Orange County Department of Social Services Instructions The person who signs this document should read the text of the statutes listed below and consult with counsel and other knowledgeable persons before signing. • The text of Article 2 of Chapter 64 of the North Carolina General Statutes can be found online at: http://www.nega.state.nc.us/EnactedLegislationlStatutes/PDF/ByArticle/Chapter_64/Article 2.pdf • The text of G.S. 105-164.8(b) can be found online at: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter, ,105/GS_105-164.8.pdf • The text of G.S. 143-48.5 (S.L. 2013-418,s.2.(d))can be found online at: http://www.nega.state.nc.us/Sessions/2013/Bills/House/PDF/H786v6.pdf • The text of G.S. 143-59.1 can be found online at: htt.://www.nc:,a.state.nc.us/EnactedLe islation/Statutes/PDF/B Section/Chaster 143/GS 143-59.1.•df • The text of G.S. 143-59.2 can be found online at: http://www.ncga.state.nc.us/EnactedLegislationlStatutes/PDF/BySection/Chapter_143/GS 143-59.2.pdf • The text of G.S. 147-33.95(g)(S.L. 2013-418, s. 2. (e))can be found online at: http://www.ncga.state.ne.us/Sessions/20I 3Bills/House/PDF/H786v6.pdf • The text of Orange County Living Wage Contractor Policy which is attached to this document. Certifications (1) Pursuant to G.S. 143-48.5, 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. li (2) Pursuant to G.S. 143-59.1(6), 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 3 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 more of the conditions of G.S. 105-164.8(b); and gg (h) [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 U The Contractor or one of its affiliates has incorporated or reincorporated in a"tax haven country" as set forth in G.S. 143-59.1(c)(2) after December 31, 2001 but the United States is not the principal market for the public trading of the stock of the corporation incorporated in the tax haven country. (3) Pursuant to G.S. 143-59.2(b), the undersigned hereby certifies that none of the Contractor's officers, directors, or owners (if the Contractor is an unincorporated business entity) has been convicted of any violation of Chapter 78A of the General Statutes or the Securities Act of 1933 or the Securities Exchange Act of 1934 within 10 years immediately prior to the date of the bid solicitation. (4) The undersigned hereby certifies further that: ;I (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. 31 (5) Pursuant to the Orange County Living Wage Contractor's Policy: (a) The undersigned certifies that the Contractor pays the employees who perform services under this contract a living wage (in Orange County currently $13.75 per/hr.) Check here n if contractor pays employees performing under this contract a living wage. If Contractor does not pay employees a living wage,what is the wage that employees, performing services under this contract paid ® i senior care of orange county,inc. ,Ccifftfatim4VName SWay',t,Vu, lei#S!t,., 7/25/2017 siignat e oruontractor's Authorized Agent Date Swayzene Riggsbee Executive Director mire ' tl b e •g�►�r�actor's Authorized Agent Title - 1)'V g vice President, carol woods 7944-9078Ge9e4q-4.. Signature of Witness Title Dave WILKERSON 9/20/2017 Printed Name of Witness Date The witness should be present when the Contractor's Authorized Agent signs this certification and should sign and date this document immediately thereafter. Contractor Certifications Required by North Carolina Law Page 2 of 3 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 Section I: General Government and Administration Policy 10.0: Living Wage.Contractor Policy Reviewed by: County Attorney/County Manager Approved by: County Manager Original Effective Date: April 21, 2016 Revisions: Policy Statement It is the policy of Orange County to ensure its employees, and all individuals who provide services for Orange County,are paid a living wage. Purpose To encourage all vendors and contractors to pay a living wage to all employees who perform work pursuant to a contract with Orange County. Applicability Applies to all Orange County contracts and purchases. Policy 10.1 Livin g Wage 10.1.1 Orange County is committed to providing its employees with a living wage and encourages all contractors and vendors doing business with Orange County to pursue the same goal. Orange County's living wage is $13.75 per hour. To the extent possible, Orange County recommends that contractors and vendors seeking to do business with Orange County provide a living wage to their employees. 10.1.2 Prior to final execution of a contract with Orange County all contractors and vendors seeking to do business with Orange County shall submit to the County's representative a statement indicating whether those employees who will perform work on the Orange County contract are paid at least the living wage amount set out above. If such employees do not make at least the living wage amount set out above the contractor or vendor shall indicate in the statement the actual amount paid to such employees. For bid projects this statement should be submitted as part of the bid packet. This policy may be reviewed annually and updated as needed by the Manager's Office • Contractor Certifications Required by North Carolina Law Page 3 of 3 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 • ATTACHMENT N OUTCOMES AND REPORTING Orange County Department of Social Services By signing and submitting this document,the Contractor certifies that it agrees to the following: 1. The Contractor agrees to participate in program,fiscal and administrative monitoring and/or audits, making records and staff time available to Federal, State and County staff. 2. The Contractor agrees to take necessary steps for corrective action, as negotiated within a corrective action plan, for any items found to be out of compliance with Federal, State, and County laws,regulations, standards and/or terms of the Contract. 3, The Contractor agrees that continuation of and/or renewal of this Contract is contingent on meeting the following requirements. The Contractor agrees to: A. Provide Adult Day Health Services, according to the North Carolina State Standards for Certification,to clients referred by the County. li B. Comply with all State licensing standards, all applicable accrediting standards and any other standards or criteria established by the North Carolina Department of Health and Human Services to assure quality of services C. Maintain all financial and program records for a period of three years from the date of final payment under this agreement for inspection by the County,the Area Agency on Aging and the Comptroller General of the United States,or any of their duly authorized representatives. If any claim, litigation, negotiation, audit or other action involving the Contractor's records has been started before the expiration of the three-year period,the records must be retained until completion of the action and resolution of all issues that arise from it. D. Maintain appropriate program records,client case files which document the provision of the agreed upon service(s); and maintain a valid authorization for services for each client • determined to be eligible by the County and authorized by the County for service(s)provided under this agreement. E. Furnish financial and program data as required to document the basis for the reimbursement rate and to document that applicable standards have been met. F. Be responsible for compliance with the audit requirements of the Department of Health and Human Services. a. An annual audit is to be performed in accordance with OMB Circular A-110 by an "independent auditor." "Independent auditor"means either: i. A state government auditor for the Department of Human Resources or the Department of Administration, Office of the State Auditor; or ii. A certified public accountant. b. Upon completion of the audit,a copy of the audit report must be forwarded to the County. G. Notify the County of participant absences of more than 5 days. H. Notify the County, in a timely manner, of significant changes in the clients' conditions or situations. Outcomes (06/04) Page 1 of 2 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 DocuSigned by: gyp. SW J1/5)A�, lOSlw Executive Di rector "C5B55FF72C3C4D2... Signature Title senior care of orange county,Inc. 7/25/2017 Agency/Organization Date (Certification signature should be same as Contract signature.) gpk ) ii fl Il ry Outcomes (06/04) Page 2 of 2 DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 Client#: 955852 04SENIOCARI MMlD{IfYYYY} ACORDTH CERTIFICATE OF LIABILITY INSURANCE o7E DATE(MM!DO! 7 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME: BB&T Insurance Services, Inc. (arcG, o,Ext):888 743-2217 FAX No); 8888279861 414 Galllmore Dairy Road E-MAIL ADDRESS: Suite F INSURER(S)AFFORDING COVERAGE NAIC Greensboro, NC 27409 INSURER A;Evanston Insurance Company 35378 INSURED INSURER B;Markel Insurance Company 38970 Senior Care of Orange County Inc INSURER C: Attn Day Health Center - INSURER D: 105 Meadowlands Dr Hillsborough,NC 27278-8181 INSURER/: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSR wvD r POLICY NUMBER ` POLICY EFF POLICY EXP LIMITS ;MMlDDlYYYY) (MMfaD1YYYY) A X COMMERCIAL GENERAL LIABILITY X SM921051 07/13/2017 07/13/2018 EEACHqA�GOCCCpoURRENCE $1,000,000 X CLAIMS-MADE OCCUR PRlMISES(EaEo cuErrDence) $50,000 X BI/PD Ded:5,000 MED EXP(Any one person) $5,000 PERSONAL&ADVINJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 PRO- POLICY JECT LOC PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident} yQ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED LRETENTION$ $ B WORKERS COMPENSATION MWC010610201 02/08/2017 02/08/2018 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y1 N ANY PROPRIETORIPARTNERIEXECUTIVE E.L.EACH ACCIDENT $500,000 OFFICER/MEMBER EXCLUDED? y N I A (Mandatory in NH) E,L,DISEASE-EA EMPLOYEE $500,000 if yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 A Professional SM921051 07/13/2017 07/13/2018 $1,000,000 each claim Liability $3,000,000 aggregate $5,000 deductible DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached It more space is required) Policy includes endorsement that provides Additional Insured status for any Landlord,Owner,or Property Manager of the Designated Premises or any Tradeshow or Convention Sponsor or operator or any lessor of equipment. Professional Liability-Pol.#SM921051 (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Orange County Government SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 200 S Cameron Street ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE S.L4k, kVIU,Wc ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #S185106961M18508092 JUSC DocuSign Envelope ID: FBF0391 D-70C4-4BC1-A063-A23742F80EC1 DESCRIPTIONS (Continued from Page 1) Professional Liability Limit#1: 1,000,000 Ded.#1: $5,000.00 Limit#2:3,000,000 Retroactive Date:July 13, 2005 for GL and PRO Sexual Acts Liability Endorsement Limit#1: 1,000,000 Limit#2:2,000,000 **Workers Comp Information** Other States Coverage Proprietors/Partners/Executive Officers/Members Excluded: Nancy Espersen,Officer Ann Burton,Officer Dave Wilkerson, Officer p'. EeE SAG1TTA 25.3(2 014/01) 2 of 2 #S185106961M18508092