HomeMy WebLinkAbout2018-585-E DSS - Senior Care-Solyts adult care DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41 Contract#68-2041
Senior Care of Orange,Inc.
Contract# 68-2041 Fiscal Year Begins Jul 1 2018 Ends June 30,_2014
This contract is hereby entered into by and between the Change County Department of Social Services(the "County")and
Senior Care of Change County,Inc.(the"Contractor")(referred to collectively as the"Parties"). The Contractor's federal tax
identification number or Social Security Number is 5656-2460604
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)Non-Discrimination,Clean Air Act,Clean Water Act(Attachment N)
(11) Outcomes and Reporting(Attachment 0)
(12)Contract Determination Questionnaire
These documents constitute the entire agreement between the Parties and supersede all prior oral or written statements or
agreements.
2. Precedence Among Contract Documents: In the event of a conflict between or among the terms of the Contract
Documents 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 1,2018 and shall terminate on June 30,2014.
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 O,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$20,004 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 $24,000.
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DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41 Contract#68-2041
Senior Care of Orange,Inc.
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,or42 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 DELIVVERED BY ANY OTHER MEANS
Kim Lassiter-Fisher,Adult Services Supervisor Kim Lassiter-Fisher,Adult Services Supervisor
Orange County Department of Social Services Orange County Department of Social Services
P.O.Box 8181 P.O.Box 8181
113 Mayo Street 113 Mayo Street
Hillsborough,NC 27278 Hillsborough,NC 27278
(919)245-2880 (919)245-2880
Lassiter@orangecoun!ync.gov Lassiter@orangecountync.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
Hillsborough,NC 27278 Hillsborough,NC 27278
(919)245-2017
(919)245-2018
albaidwin@co.orange.nc.us
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Senior Care of Orange,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 mare 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.
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DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41 Contract#68-2041
Senior Care of Orange,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.
NLQX, ARE OF ORANGE,INC.
SWArt A)_ K,�JSkt. 8/24/2018
05E 355FF23Ed� ... - Date
Signature
Swayzene Riggsbee Executive Director
Printed Name Title
ORANGE COUNTY
DocuSigned by:
156VAA.lt, C MKAWSb_, 9/21/2018
Bonnie ff amm6rsley,County Manager Date
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DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
ATTACHMENT 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 ofthird 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 ofthe contract,the Contractor
ofthe 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
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 (e)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
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,shat l performance of this contract;
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--(06116) Page 1 of 5
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
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 ofthis 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
insurance or self-insurance specified in this paragraph or breach in compliance with the terms of this contract by
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—(06116) Page 2 of 5
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
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 100-506,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)
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, documents, studies or reports given to or prepared or
sex, age or disability. Under the Food Stamp Act and assembled by the Contractor under this agreement shall be
USDA policy, discrimination is prohibited also on the kept as confidential and not divulged or made available to
basis of religion or political beliefs. 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
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
apply data security standards and procedures grants entered into by State agencies or political
subdivisions.
General Terms and Conditions—(06/16) Page 3 of 5
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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
and Medical Assistance grants and programs must be by performance. Any amendment must be made in written
retained for a minimum often 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 ofthe
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.
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 prier 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
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
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instructions as to the disposition of such property and shall
comply with these instructions. Orange County Living Wage: Grange 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. I IA 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—(06116) Page 5 of 5
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ATTACHMENT B
SCOPE OF WORK
Orange County Department of Social Services
Federal Tax id.or'SSN 56-2460614
Contract# 68-2041
A. CONTRACTOR INFORMATION
1, Contractor Agency Name: Senior Care of Orange County,Inc.
2. If derent 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 1,2018 through .Tune 30 2019
B. Explanation of Services to be provided and to whom(include SIS Service Code): The
Contractor will provide Adult Day Health Services(SIS Code 034 and 155)to clients of the
Orange ComM Department of Social Services. These services will include assistance with
Activities of Daily Living health monitoring by an RN and therapeutic recreational programs.
These services will be provided in accordance with provisions set forth in Volume IV of the
Adult and Family Services Manual Chapter II-Adult DU Care Services. The Contractor is
required to meet all goals and outcomes listed in Attachment O.
C. Rate per unit of Service(define the unit):
1. If Standard Fixed Rate,Maximum Allowable,(See Rates for Services Chart)
Minimum daily rate: $38.92Jda►yper 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$38.921day for approved services_provided. For
reimbursement. the Contractor must submit an original and two copies of an invoice by fifth
of the month for the preceding.month's expenditures to the designated County Administrator..
The Coupty will reimburse the Contractor monthly upon receipt of a complete and correctly filed
report.
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The services under contract with the(Contractor are services for which a client may voluntarily
contribute to the cost. Policies regarding the solicitation and acceptance ofvolunta1y
contributions are contained in Family Services Manual Volume VL Cha ter III. If a client
voluntarily contributes to the cost of service the CounW 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 co
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): _grange County _
DocuSigned by: DocuSigned by:
Nay( �asfaw SWatnUA_ �i�slau,
Nancy Coston,Social Services Director (Signature of Contractor)
9/21/2018 8/24/2018
(Date Submitted) (bate Submitted)
Contract-Scope of Work(06/04) Page 2of 2
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
ATTACHMENT C
CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS
AND CERTIFICATION REGARDING NONDISCRIMINATION
Orange County Department of Social Services
L 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&Nondiscrimination rev.06-2015
Page 1 of 2
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
H. 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 857 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:
e
JWarUA)- K,)�Skt, Executive Director
- --
Signature Title
Senior Care of Orange County,Inc. 8/24/2018
Agency/Organization gate
(Certification signature should be same as Contract signature.)
Federal Certification-Drug-Free Workplace&Nondiscrimination rev. 06-2015
Page 2 of 2
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
A,TTACIENT 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 rather 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(06/15) Page 1 of 3
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
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 exist&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 IDirectorslTrustees 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:
I. 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;
Narn f qrganiyation6
t
ignature of Organization Official
Dat
Conflict of Interest Polio+(06f15) Page 2 of 3
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
NOTARIZED CONFLICT OF INTEREST POLICY
State of North Carolina
County of Change
L Low; S erhre e 'Q o-ywti nt , Notary Public for said County and State,
certify that personally appeared before rue this
day and acknowledged that he/she is ) of
and by that authority duly given and as the
act of the corporation, affirrued that the foregoing Conflict of Interest Policy was adopted by the
Board of Directors/Trustees or other governing body in a meeting held on the q day of
Sworn to and subscribed before me this ` .°} day of TUV\ l •
,ry y �, �`�J)+` j • •�,+iE' h 1 V �r
Notary Public
My Commission expires - r'=� ""Ug 0(',20� 1
r{�lfrlr�elitl Ftiltiit�,
Conflict of interest Policy(06/15) Page 3 of 3
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
A.TTACEMLN I`E
OVERDUE TAXES
Orange County Department of Social Services
Instructions: Grantee/Provider should complete this certification for all funds received.Entity
should enter appropriate data in the yellow highlighted areas. The completed and signed form
trust be provided to the County Department of Social Services.
Senior Care of Orange County,Inc.
Tune 29,2018
To: Orange County Department of Social Services
Certification:
We certify that Senior Care of Orange County,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
any person who makes a false statement in violation of N.C.G.S. 143C-6-23(c)is guilty of a
criminal offense punishable as provided by N.C.G.S. 1430-10-1(b).
Sworn Statement:
David Wilkerson and Nancy Espersom being duly sworn,say that we are the Board President and
Treasurer respectively, of Senior Care of Orange County,Inc.of Hillsborough in the State of
North Carolina and that the foregoing certification is true,accurate and complete to the best of
our knowledge and was made and subscribed by us. We also acknowledge and understand that
any misuse of State fXuds will be rep ed to the appropriate authorities for further action.
a
Boar resider
Treasurer
Sworn to and subscribed before me on the day of the date of said certification.
'Qpmmissioxt Expires:
Vrta123 ature an Seal)eA# R e*Y►Y'ti 6%1 N 0.r
y> Zy
"G.S. 105-243.1 defines:Overdue tax debt.�:: '} pa�ditt4�ebt t��cmains unpaid 90 days or more after the
notice offinal assessment was mailed to the tak}x The term doe. meiucle a tax dent,however,if tha taxpayer
entered into an installment agreement For the ti to01 g8rt +N'Ob7 within 90 days after the notice of final
assessment was mailed and has not failed to make a irf pRymAixwq'ue under the installment agreernerut."
Overdue Taxes—(07108) Page I of I
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
ATTACMdENT J
CERTIFICATION REGARDING TRANSPORTATTON
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;
Z. 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. 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,
LW' gMRdicaid or Title XX programs(signature on this form confirms this statement).
Executive Di rector
F�2C'3CAD2--
Signature Title
Senior Care of orange County,lnc. 8/24/2018
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Transportation Certification(06/16) Page 1 of I
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
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 lava and whose
purpose is not to make a profit,but rather to further a charitable, civic,religious, scientific, or
other lawful purpose. The Secretary of State's office grants corporate status to organizations in
North Carolina.
What is a 501(c)(3) designation?
Answer: When the agency becomes a state private non profit corporation,it can then apply for
501(c)(3) designation through the IRS. Once the IRS grants 501(c)(3) status,the organization is
exempt from certain taxes and any donations to the charitable organization are tax deductible.
Many individuals and organizations prefer to make donations to 501(c)(3)private non profits.
Who can obtain a 501(c)(3) designation?
Answer: Any organization or group can apply for 501(c)(3) status,provided their charter or
mission focuses on the non profit's objective.
Another option is to apply for a 509(a)(1)status which falls under the 501(c)(3)umbrella. Being
a 509(a)(I)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:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
C,
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DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
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.ncga state nc us/EnactedLegislatioii/Statutes/PDF/B Article/Chapter�54/Article 2.pdf
• The text of G.S. 105-164.8(b)can be found online at:
htt ://www.nc a.state.nc.us/EnactedLe islation/Statutes/PDF/B Section/Cha ter 105/GS 105-164.8. df
• The text of G.S. 143-48.5 (S.L.2013-418, s. 2.(d))can be found online at:
hiip://www nega state.nc.us/Sessions/2013/Bills/House/PDF/H786v6. df
• The text of G.S. 143-59.1 can be found online at:
http://www.ncga.state nc us/EnactedLegislation/Statutes/PDF[BySection/Chapter�143/GS 143-59.1.pdf
• The text of G.S. 143-59.2 can be found online at:
htt ://www.ne a.state.nc.us/EnactedLe islation/Statutes/PDFiB 'Section/Cha ter 143/GS 143-59.2.pd
• The text of G.S. 147-33.95(8)(S.L.2013-418,s.2.(e))can be found online at:
http://www.nc a.state.nc.us/Sessions/2013/Bills//-louse/PDF/H786v6. df
• 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.
(2) Pursuant to G.S. 1.43-59.1(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
Contractor Certifications Required by North Carolina Law Page I of 3
revised May 30,2018
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
Chapter 105 of the General Statutes on its sales delivered to North Carolina when the sales met one or
more of the conditions of G.S. 105-164.8(b); and
(b) [check one of the following boxes]
❑ Neither the Contractor nor any of its affiliates has incorporated or reincorporated in a"tax haven
country"as set forth in G.S. 143-59.1(c)(2)after December 31,2001;or
❑ The Contractor or one of its affiliates has incorporated or reincorporated in a"tax haven country"
as set forth in G.S. 143-59.1(c)(2) after December 31, 2001 but the United States is not the
principal market for the public trading of the stock of the corporation incorporated in the tax
haven country.
(3) Pursuant to G.S. 143-59.2(b), the undersigned hereby certifies that none of the Contractor's officers, directors,
or owners(if the Contractor is an unincorporated business entity) has been convicted of any violation of Chapter
78A of the General Statutes or the Securities Act of 1933 or the Securities Exchange Act of 1934 within 10 years
immediately prior to the date of the bid solicitation.
(4) The undersigned hereby certifies further that:
(a) He or she is a duly authorized representative of the Contractor named below;
(b) He or she is authorized to make, and does hereby make, the foregoing certifications on behalf of the
Contractor; and
(c) He or she understands that any person who knowingly submits a false certification in response to the
requirements of G.S. 143-59.land-59.2 shall be guilty of a Class I felony.
(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 $14.25 per/hr.) Check here ® 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
Senior Care of Orange County,Inc.
o Nm e8/24/2018
e o cintractor's Authorized Agent Date
Swayzene Riggsbee Executive Director
r,�}�Pe of Contractor's Authorized Agent Title
UVS aw Program Coordinator
Signature o Witness Title
Ursula Barr 9/20/2018
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
revised May 30,2018
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
Section 1: General Government and Administration
Policy 10.0: Living Wage Contractor Policy
Reviewed by: County Attorney/County Manager
Approved by: County Manager
Original Effective hate: 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.
Applicabili
Applies to all Orange County contracts and purchases.
Pn_ licv
10.1 Living 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$14.25
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
revised May 30,201 S
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
Contract#68-2041
Senior Care of Orange, Inc.
ATTACHMENT N
Orange County Department of Social Services/Human Services
CERTIFICATION REGARDING NONDISCRIMINATION,CLEAN AIR ACT,CLEAN
WATER ACT
Certification Regarding Nondiscrimination
The Contractor 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 AIcoholism 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.
The Contractor must comply with Executive Order 11246, entitled "Equal Employment
Opportunity," as amended by Executive Order 11375,and as supplemented by the Department of
Labor Regulations (41 CFR Part 60): The Executive Order prohibits federal contractors and
federally-assisted construction contractors and subcontractors who do over $10,000 in
Government business in one year from discriminating in employment decisions on the basis of
race, color, religion, sex, or national origin. The Executive Order also requires Government
contractors to take affirmative action to ensure that equal opportunity is provided in all aspects of
their employment.
Meaningful Access for LEP Individuals: The Contractor that participate in the SNAP must take
reasonable steps to ensure that LEP persons have meaningful access to programs, services, and
benefits. This includes the requirement to provide bilingual program information and
certification materials and interpretation services to single language minorities in certain project
areas. SNAP Contractors that do not provide meaningful access for LEP individuals risk
violating prohibitions against discrimination based on National Origin in the Food and Nutrition
Act of 2008,as amended,Title VI of the Civil Rights Act of 1964 (Title VI) and SNAP program
regulations at 7 CFR 272A(b). They also risk noncompliance with the USDA policy guidance
titled, "Guidance to Federal Financial Assistance Recipients Regarding Title VI Prohibition
Against National Origin Discrimination Affecting Limited English Proficient Persons",
published in 79 FR 70771 -70784(November 28,2014)..
The Contractor should develop an implementing plan to address the language assistance needs
of the LEP population served. This may include contracting for oral interpretation services,
hiring bilingual staff, arranging telephone interpreters and/or language lines, coordinating
community volunteers, translating vital documents, and providing written notice that language
services are available in appropriate languages. Quality and accuracy of the language service is
(Federal Certification-Non-Discrimination, Clean Air,Clean Water) (01/2018)Page 1 of 4
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
Contract 968-2041
Senior Cane of Orange, Inc.
critical in order to avoid serious consequences to the LEP person and to the recipient. LEP needs
should be considered in developing budgets and front line staff should understand how to obtain
language assistance services. For additional assistance and information regarding LEP matters,
please also visit http://www.lep.gov.
Ensuring Equal Opportunity Access for Persons with Disabilities: The Contractor must also
ensure equal opportunity access for persons with disabilities. This includes ensuring that
communications with applicants, participants, members of the public, and companions with
disabilities are as effective as communications with people without disabilities. Contractors that
do not provide persons with disabilities equal opportunity access to programs may risk violating
prohibitions against disability discrimination in the Rehabilitation Act of 1978, the American
with Disabilities Act(ADA)of 1990,as amended, and SNAP program regulations.
DOJ published revised final regulations implementing Title 11 and Title III of the ADA on
September 15, 2010. These regulations are codified at 28 CFR Part 35 "Nondiscrimination on
the Basis of Disability in State and Local Government Services" and at 28 CFR Part 36
"Nondiscrimination on the Basis of Disability in Public Accommodations and Commercial
Facilities". In accordance with the implementing regulations,Contractors must provide auxiliary
aids and services where necessary to ensure effective communication and equal opportunity
access to program benefits for individuals with disabilities. The type of auxiliary aids and
services required will vary, but a Contractor may not require an individual with a disability to
bring another individual to interpret, and may rely on a person accompanying a disabled
individual only in limited circumstances. When a Contractor communicates with applicants and
beneficiaries by telephone, it must provide text telephone services (1TY) or have access to an
equally effective electronic telecommunications system to communicate with individuals who are
deaf, hard of hearing, or hearing impaired. Contractors must also ensure that interested persons,
including persons with impaired vision or hearing,can obtain information as to the existence and
location of accessible services, activities, and facilities. For more information, please visit the
ADA website:http://www.ada.gov.
IV.The Clean Air Act,Section 306; 42 U.S.C. §7401 et seq.(1970)
a. No Federal agency may enter into any contract with any person who is convicted of any
offense under section 113(c) for the procurement of goods, materials, and services to
perform such contract at any facility at which the violation which gave rise to such
conviction occurred if such facility is owned, leased, or supervised by such person. The
prohibition in the preceding sentence shall continue until the Administrator certifies that
the condition giving rise to such a conviction has been corrected. For convictions arising
under section 113(c)(2), the condition giving rise to the conviction also shall be
considered to include any substantive violation of this Act associated with the violation
of 113(c)(2). The Administrator may extend this prohibition to other facilities owned or
operated by the convicted person.
b. The Administrator shall establish procedures to provide all Federal agencies with the
notification necessary for the purposes of subsection(a).
c. In order to implement the purposes and policy of this Act to protect and enhance the
quality of the Nation's air,the President shall,not more than 180 days after enactment of
the Clean Air Amendments of 1970 cause to be issued an order (1) requiring each
Federal agency authorized to enter into contracts and each Federal agency which is
empowered to extend Federal assistance by way of grant, loan, or contract to effectuate
the purpose and policy of this Act in such contracting or assistance activities, and (2)
(Federal Certification-Non-Discrimination, Clean Air, Clean Water)(01/2018)Page 2 of 4
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
Contract#68-2041
Senior Care of Orange, Inc.
setting forth procedures, sanctions, penalties, and such other provisions,as the President
determines necessary to carry out such requirement.
d. The President may exempt any contract, loan, or grant from all or part of the provisions
of this section where he determines such exemption is necessary in the paramount
interest of the United States and he shall notify the Congress of such exemption.
e. The President shall annually report to the Congress on measures taken toward
implementing the purpose and intent of this section, including but not limited to the
progress and problems associated with implementation of this section. [42 U.S.C. 7646]
V.The Clean Water Act; 33 U.S.C. §1251 et seq.(1972)
a. No Federal agency may enter into any contract with any person who has been convicted
of any offense under Section 349(c) of this Act for the procurement of goods, materials,
and services if such contract is to be performed at any facility at which the violation
which gave rise to such conviction occurred, and if such facility is owned, leased, or
supervised by such person. The prohibition in preceding sentence shall continue until
the Administrator certifies that the condition giving rise to such conviction has been
corrected.
b. The Administrator shall establish procedures to provide all Federal agencies with the
notification necessary for the purposes of subsection(a)of this section.
c. In order to implement the purposes and policy of this Act to protect and enhance the
quality of the Nation's water, the President shall, not more than 180 days after the
enactment of this Act,cause to be issued an order:
(i) requiring each Federal agency authorized to enter into contracts and each Federal
agency which is empowered to extend Federal assistance by way of grant, loan, or
contract to effectuate the purpose and policy of this Pict in such contracting or assistance
activities,and
(ii) setting forth procedures, sanctions, penalties, and such other provisions, as the
President determines necessary to carry out such requirement.
d. The President may exempt any contract, loan, or grant from all or part of the provisions
of this section where he determines such exemption is necessary in the paramount
interest of the United States and he shall notify the Congress of such exemption.
e. The President shall annually report to the Congress on measures taken in compliance
with the purpose and intent of this section, including,but not limited to,the progress and
problems associated with such compliance.
f. No certification by a contractor, and no contract clause, may be required in the case of a
contract for the acquisition of commercial items in order to implement a prohibition or
requirement of this section or a prohibition or requirement issued in the implementation
of this section.
g. In paragraph(1),the term"commercial item"has the meaning given such term in section
4(12)of the Office of Federal Procurement Policy Act(41 U.S.C.443(12)).
(Federal Certification-Non-Discrimination, Clean Air,Clean Water) (0112018)Page 3 of 4
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
Contract#68-2041
E DocAulSiigned by: p� Senior Care of Orange, Inc.
w frt'�'t' �pps�t t Executive Director
Signature Title
Senior Care of Orange County,Inc. 8/24/2018
Agency/Organization Date
(Certification signature should be same as Contract signature.)
(Federal Certification-Non-Discrimination, Clean Air, Clean Water) (01/2018)Page 4 of 4
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
ATTACHMENT O
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,
malting 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 Care Services,according to the North Carolina State Standards for
Certification,to clients referred by the County.
B. Comply with all State licensing standards,all applicable accrediting standards and any other
standards or criteria established by the North Carolina Department of Health and Human
Services to assure quality of services
C. Maintain all financial and program records for a period of three years from the date of final
payment under this agreement for inspection by the County,the Area Agency on Aging and the
Comptroller General of the United States,or any of their duly authorized representatives. If any
claim, litigation,negotiation, audit or other action involving the Contractor's records has been
started before the expiration of the three-year period, the records must be retained until
completion of the action and resolution of all issues that arise from it.
D. Maintain appropriate program records,client case files which document the provision of the
agreed upon service(s); and maintain a valid authorization for services for each client
determined to be eligible by the County and authorized by the County for service(s)provided
under this agreement.
E. Furnish financial and program data as required to document the basis for the reimbursement rate
and to document that applicable standards have been met.
F. Be responsible for compliance with the audit requirements of the Department of Health and
Human Services.
a. An annual audit is to be performed in accordance with OMB Circular A-110 by an
"independent auditor." "Independent auditor"means either:
i. A state government auditor for the Department of Human Resources or the
Department of Administration,Office of the State Auditor; or
ii. A certified public accountant.
b. Upon completion of the audit,a copy of the audit report must be forwarded to the
County.
G. Notify the County of participant absences of more than 5 days.
H. Notify the County,in a timely manner, of significant changes in the clients' conditions or
situations.
Outcomes (06/04) Page [ of 2
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
DocuSigned by:
�Wa.InUAZ KMSbt , Executive Director
Signature Title
Senior Care of Orange County,Inc. 8/24/2018
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Outcomes (06/04) Page 2 of 2
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
Client#:955852 04SEN IOCA R1
DATE(MMIDDIYYYY)
ACORDT� CERTIFICATE OF LIABILITY INSURANCE 06/2912018
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 have ADDITIONAL INSURED provisions or 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 any rights to the certificate holder In lieu of such endorsement(s).
CONTACT
PRODUCER -
NAME:
McGriff Insurance Services PHONo 888 743-2217 8888278861
A7C N E Ext: AIC No
414 Galiirnore Dairy Road E-MAIL
ADDRESS:
Suite F INSURER(S)AFFORDING COVERAGE NAIL 4
Greensboro,INC 27409 INSURER A:F+...tunlnsumn"C"I""y 35378
INSURED INSURER B:Markellnsu aneeCampany 38970
Senior Care of Orange County Inc
INSURER C:
Attn Day Health Center
INSURER n
105 Meadowlands Dr
INSURER E:
Hillsborough, NC 27278-8181
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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDLSUB -POLICYEFF POLICYEXP LIMITS
LTR TYPE OF INSURANCE INSR WVO POLICY NUMBER IMMIDDIYYYY MMIDDFYY'fY
A X COMMERCIAL GENERAL LIABILITY x SM921051 07113/201810711312019 EACH OCCURRENCE $1,000,000
X CLAIMS-MADE ❑OCCUR RREMI5 5 Eaoccurre.,W $50,000
X BI/PD Ded:S 400 MED EXP(Any arle person) $5 444
PERSONAL&ADV INJURY $110001000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3'004,404
PR0. PRODUCTS-COMPIOP AGG $
POLICY❑JECT LOC
$
OTHER:
- - COMBINED SINGLE LIMIT
AUTOMOBILE LIABILITY Ea acclden!
ANY AUTO 9001 L INJURY(Per person) $
OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY Per accfdenl
S
UMBRELLA LIAR OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE $
OED I I RETENTION$ $ -
B WORKERS COMPENSATION MWC010610202 0210812018 0210812019 X I PER 1 11 oTH-
AND EMPLOYERS'LIABILITY
ANY PROPRIETORIPARTNERIEXECUTIVE Y I N NIA E.L,EACH ACCIDENT $500,000
OFFICERIMEMBER EXCLUDED?
(Mandatary In NH) E.L.DISEASE-EA EMPLOYEE s500,000
If es,describe under E.L-DISEASE-POLICY LIMIT $504,440
DESCRIPTION OF OPERATIONS below
A Professional SM921051 0711312018 0711312019 $1,000,000 each claim
Liability $3,000,000 aggregate
$5,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additlonat Remarks Schedule,may be attached If 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.#SM921061
(See Attached Descriptions)
CERTIFICATE HOLDER CANCELLATION
Orange t'.+3Un Government SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
200 S Cameron Street ACCORDANCE WITH THE POLICY PROVISIONS.
Hillsborough,INC 27278
AUTHORIZED REPRESENTATIVE
C 1988-2415 ACORD CORPORATION.All rights reserved.
ACORD 2.5(2016103) 1 of 2 The ACORD name and logo are registered marks of ACORD
#S204711011M20467370 WH9
DocuSign Envelope ID:AA69FB9A-1A2E-426C-AC90-FAA292CFBF41
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 All Claims Made by Each Claimant
Limit#2: 2;000,000 All Claims under Coverage Sexual Abuse Liability
'Workers Camp Information
Other States Coverage
Proprietors/PartnersfExecutive Officers/Members Excluded:
Nancy Espersen,Officer
Ann Burton,Officer
Dave Wilkerson,Officer
SAGITTA 25.3(2016103) 2 of 2
#520471101IM20467370