HomeMy WebLinkAbout2019-410-E Human Rights Relations - CHICLE interpreting services DocuSign Envelope ID:2AB3977E-79F7-4791-BA84-4BC5B3DFODF5
NORTH CAROLINA
COUNTYWIDE AGENCY INTERPRETER
TRANSLATOR SERVICES AGREEMENT
ORANGE COUNTY
This Interpreter and Translation Services Agreement("Agreement"), made and entered into this Ist
day of July, 2019, ("Effective Date") by and between Orange County,North Carolina a body politic and
corporate of the State of North Carolina ("County") and Chapel Hill Institute of Cultural and Language
Education,LLC(CHICLE, ("Provider").
WITNESSETH:
For the purpose and subject to the terms and conditions hereinafter set forth,the County hereby contracts
for the services of the Provider, and the Provider agrees to provide the following Interpretation and
Translation Services (hereinafter referred to as "Services")to the County in accordance with the terms of
this Agreement:
A. Contract. This Contract consists of this document and additional documents checked below:
a. For Health Department:
i. ® Health Department Additional Terms and Conditions
ii. ® Business Associates Agreement
iii. ® Condition of Contract Statement
b. For Department of Social Services:
i. ® The General Terms and Conditions(Attachment A);
ii, ® The Scope of Work, description of services,and rate(Attachment B);
iii. ® Federal Certification Regarding Drug-Free Workplace(Attachment C);
iv. ® Conflict of Interest(Attachment D);
v. ®No Overdue Taxes(Attachment E);
These documents constitute the entire agreement between the Parties and supersede all prior oral or
written statements or agreements.
B. Services
1. Scope of Work.
a. This Agreement is for the Provider to furnish the services of qualified interpreters and
translators who speak and or write in English and a variety of other languages to County
to provide interpretation and or translation of those languages to County staff and clients.
b. By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services required
or necessary under this Agreement in a fully competent,professional and timely manner.
c. Time is of the essence with respect to this Agreement.
d. The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for Basic
Services under this Agreement shall be as set forth herein.
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2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services required
in Section 3 to satisfactorily complete the Project within the time limitations set forth
herein and in accordance with the highest professional standards.
b. Standard of Care.
i. The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted
standards of this type of Provider practice throughout the United States and in
accordance with applicable federal, state and local laws and regulations
applicable to the performance of these services. Provider is solely responsible
for the professional quality, accuracy and timely completion and/or submission
of all work related to the Basic Services.
ii. Provider shall be responsible for all errors or omissions, in the performance of
the Agreement. Provider shall correct any and all errors, omissions,
discrepancies, ambiguities, mistakes or conflicts at no additional cost to the
County.
iii. The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor,any contract or any other relationship.
iv. Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that
may or might arise under any workers compensation or other law or contract on
behalf of said employees while so engaged shall be the sole obligation and
responsibility of the Provider.
v. Provider agrees that Provider, its employees, agents and its subcontractors, if
any, shall be required to comply with all federal, state and local
antidiscrimination laws, regulations and policies that relate to the performance of
Provider's services under this Agreement.
vi. if activities related to the performance of this Agreement require specific
licenses, certifications, or related credentials Provider represents that it and/or its
employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, or credentials and that such licenses certifications, or
credentials are current, active, and not in a state of suspension or revocation.
3. Basic Services. The Provider will furnish Interpreter Services (referred to collectively as
"Services")under this Agreement as follows:
a. Professional Conduct. The Provider and Interpreters shall adhere to the standards of
professional conduct of an interpreter and translator while conducting the services to
include the following:
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i. The Provider shall provide qualified persons to the County to interpret between
English and various other languages with the County staff and clients.
ii. The Interpreters shall relate to all County clients and staff in a respectful and
professional manner.
iii. The Interpreters will interpret the information being shared between client/family
and staff as clearly as possible, without additional personal comments or biases
on the topic being discussed.
iv, The Translator will translate the information as clearly as possible without
changing the meaning and the intent of the document.
v. The Provider will provide Interpreters and Translators who will interpret and
translate to the best of his/her ability.
b. Client Confidentiality.
i. The Provider and each Interpreter and Translator agree to protect health
information (e.g., client name, appointment type, telephone number) that he/she
may receive in doing business with County. The Provider should ensure proper,
safe storage and protection of client information during use, and
shredding/deletion of such information when it is no longer necessary for
business purposes.
ii. The Provider and Translators acknowledge that they may have access to
information that is confidential as provided by state and federal laws and agree to
comply with all privacy policies, regulations, and laws as well as the Health
Insurance Portability and Accountability Act(HIPAA)of 1996(P.L.104-191).
iii, Breaches of client confidentiality by Provider, Interpreters or Translators may
result in automatic termination of this Agreement.
iv. Procedures and Guidelines upon acceptance of assignment for Interpretation:
1. The Provider agrees to provide at least 24 hour notice if the Interpreter is
unable to participate in a scheduled client contact.
2. The Interpreter will be expected to make confirmation phone calls to
clients in advance of an assigned appointment, when feasible, and when
the Provider is provided the information by County staff. The Interpreter
should notify County staff as soon as possible if the client has told the
Interpreter that he/she will not be able to make the appointment and/or if
he/she needs to reschedule. These confirmation calls will not be paid for
separately, but are considered part of the service when the Provider
accepts an assignment for an appointment.
3. Neither the Provider nor the Interpreter shall have contact with County
clients without County staff being present, unless specifically asked by
staff to call clients to confirm or schedule appointments. it is not
acceptable for the Interpreter to give out his/her home telephone number
or cell phone number for later contact between the family and Interpreter.
Interpreters should generally instruct clients to call the Department to
schedule an appointment or to inquire about services.
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v. Procedures and Guidelines when the Provider Accepts a Translation
Assignment:
1. When asked to translate from English into the second language, the
Translator shall review the original English version and request any
clarification from County staff prior to translation.
2. As needed, the Translator will discuss with County staff
recommendations to improve the utility and cultural appropriateness of
material for the target audience prior to translation. Upon consultation
with Translator, County staff may choose to modify the English version
before resubmitting for a direct translation. Document consultation may
be charged as part of the translation service, but must be agreed upon in
advance.
3. All translations should match the original version in terms of content and
format.
4. The Translator will submit an electronic version of the translation.
Documents must be formatted using an MS Word software program
and/or submitted as a PDF so that County staff can open and read the
document.
4. Duration of Services
a. Term. The term of this Agreement shall be from duly 1,2019 to rune 30,2020.
b. Scheduling of Services. The Provider shall schedule and perform his activities in a
timely manner. Should the County determine that the Provider is behind schedule,it may
require the Provider to expedite and accelerate his efforts, including providing additional
resources and working overtime, as necessary,to perform his services in accordance with
the approved project schedule at no additional cost to the County.
c. The Commencement Date for the Provider's Basic Services shall be July 1,2019.
5. Compensation.
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services under this Agreement as
provided in Section 3 above.
i. The maximum amount payable for Basic Services shall not exceed $25,000
Dollars (Interpretation: $$55/hr for consecutive and $70/hr for simultaneous)and
(Translation: $ 0.18 per word in the target language for Spanish, French,
Portuguese, Italian and German. $0.22 per word with a$25 minimum charge for
less common languages, or that don't use the Roman alphabet. For example,
Karen, Burmese, Arabic, Mandarin, Kinyarwanda, etc. Formatting is included in
the price if it's not too complicated. If it's a Power Point presentation with more
than 10 tables within each slide, then an extra $25 fee would apply. If a
document has more than 5,000 words, then we can offer the discounted rate of
$0.17 per word.). Payment for Basic Services shall become due and payable
within thirty(30) days of Provider properly invoicing County. Payment shall be
subject to provisions of Sections 5 (a)and(b).
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ii. For Interpretation: County will compensate Provider for services rendered at an
hourly rate. Per hour reimbursement will begin at the time the Provider meets
with County staff for the appointment and ends at the time the staff and
interpreter contact is completed. There will be a minimum of one (1) hour of
service for an appointment.
1. County will reimburse the Provider for one (1) hour of service in the
event of a same day cancelled appointment. That includes appointments
for clients who do not show up for an appointment, and for those who
cancel an appointment with less than 24 hour notice. County will not
reimburse for any Provider mileage.
2. County will process invoices on a monthly basis. Checks will be mailed
directly to the Provider in accordance with the Finance Department's
schedule.
3. Invoice Procedure. Each Interpreter shall complete and submit the
County "Invoice for Payment of Interpreting Services" form to County
staff at the time services are rendered. County staff will verify the
information,sign and forward the form for payment of services.
4. The Interpreter will record the start and finish time worked to the minute.
After the first hour of service, payment will be calculated and paid per
minute.
5, The Interpreter shall submit one invoice per client,unless there is a block
of appointments without interruption. Without interruption means that
there were no cancelled appointments and no lunch hour included. This
is appropriate for a group of clients who are served for the same type of
appointment, at the same location. (e,g., a morning in the dental clinic,
an afternoon serving back-to-back refugee communicable disease
screening appointments.) When in doubt,the Interpreter shall contact the
County Language Coordinator.
b. Cancelled Appointment. In the event of a cancelled appointment, the
Provider is required to stay until relieved of duty by the individual in
charge. County staff may require other interpreter-related services in
place of the scheduled appointment. As stated above, the Provider may
submit an invoice in the event of a broken appointment(with less than 24
hour notice).
7. Telephone Interpretation. If the Interpreter is assisting County staff with
a large volume of telephone calls outside of a scheduled appointment
time, the Interpreter shall complete a Call Log to submit along with an
invoice describing the services performed. This type of service is paid
by the minute,without a one hour minute requirement for payment.
8. Unexpected Closing or Delayed Opening. In the case of an unexpected
closing or delayed opening (e.g., inclement weather) of the Health
Department, the Provider shall not be paid for missed appointments.
When in doubt,the Provider or the Interpreter can call 732-8181 to see if
county offices are open or are on a delayed schedule. When possible,the
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Interpreter is also asked to help call his/her scheduled clients to inforin
them of the delay or closing.
iii. For Translation. The Provider will complete and submit either the County
Invoice for Payment of Translation Services form to County staff at the time the
service is rendered. County staff will verify the information, sign and forward
the form for payment of services.
iv. Disputes. In the event the amount stated on an invoice is disputed by the County,
the County may withhold payment of all or a portion of the amount stated on an
invoice until the parties resolve the dispute, Should Provider fail to perform its
duties under the terms of this Agreement, County may, without fault or penalty,
withhold any payment associated with the work to be performed until such time
as said work is completed.
v. Additional Services. County shall not be responsible for costs related to any
services in addition to the Basic Services performed by Provider unless County
requests such additional services in writing and such additional services are
evidenced by a written amendment to this Agreement.
b. Reimbursable Expenses. Reimbursable expenses are in addition to the fees for
Interpretation Services. Any additional charges not specified herein, must be mutually
agreed to in advance by County and Provider and documented in writing with a letter
signed by authorized representatives for County and Provider and, subject to budgeted
funds.
6. Responsibilities of the County.
a. The County has designated(Annette M. Moore)to act as the County's representative with
respect to the Project and shall have the authority to render decisions within guidelines
established by the County Manager and/or the County Board of Commissioners and shall
be available during working hours as often as may be reasonably required to render
decisions and to furnish information.
7. Insurance. The Provider shall purchase and maintain and shall cause each of his subcontractors to
purchase and maintain,during the period of performance of this Agreement:
a. Types of Insurance.
i. Worker's Compensation Insurance for protection from claims under workers' or
workmen's compensation acts;
ii. Comprehensive General Liability Insurance covering claims arising out of or
relating to bodily injury, including bodily injury, sickness, disease or death of
any of the Provider's employees or any other person and to real and personal
property including loss of use resulting thereof;
iii. Professional Liability or Errors and Omissions Insurance; and
iv. Comprehensive Automobile Liability Insurance, including hired and non-owned
vehicles, if any, covering personal injury or death, and property damage.
Provider acknowledges that they have determined that. Comprehensive
Automobile Liability Insurance is not necessary and agree to indemnify the
County in accordance with Section A.8 entitled"Indemnity"below.
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b. Insurance Rating. The minimum insurance rating for any company insuring the Provider
shall be Best's A. If the Provider does not meet the insurance requirements,the County's
Risk Manager must be consulted prior to finalizing this Agreement.
c. Limits of Coverage.Minimum limits of insurance coverage shall be as follows:
INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE
• Worker's Compensation Limits for Coverage A-Statutory State of N.C.
Coverage B -Employers Liability
$500,000 each accident and policy limit
and disease each employee
• Commercial General Liability $1,000,000 Each Occurrence; $2,000,000
Aggregate.
d. Addition Insured. All insurance policies (with the exception of Worker's Compensation)
required under this Agreement shall name the County as an additional insured party.
Evidence of such insurance shall be furnished to the County,together with evidence that
each policy provides the County with not less than thirty (30) days prior written notice of
any cancellation,non-renewal or reduction of coverage.
8. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss,
liability, claims or expense, including attorney's fees, arising out of or related to the Project and
arising from bodily injury including death or property damage to any person or persons caused in
whole or in part by the negligence or misconduct of the Provider except to the extent same are
caused by the negligence or willful misconduct of the County. It is the intent of this provision to
require the Provider to indemnify the County to the fullest extent permitted under North Carolina
law.
9. Errors and Omissions. Provider represents and agrees that Provider is qualified to perform and
fully capable of performing and providing the services required or necessary under this
Agreement in a fully competent,professional and timely manner to the satisfaction of the County.
Provider shall be responsible for all errors or omissions, in the performance of the Agreement.
Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or
conflicts at no additional cost to the County.
10. Amendments to the Agreement. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written Amendment
to this Agreement executed by the County and the Provider. The Provider shall proceed to
perform the Services required by the Amendment only after receiving a fully executed
Amendment from the County.
11. Termination
a. Termination for Convenience of the Coun_ . This Agreement may be terminated without
cause by the County and for its convenience upon seven (7) days' prior written notice to
the Provider,
b. Other Termination. The Provider may terminate this Agreement based upon the County's
material breach of this Agreement; provided, the County has not taken all reasonable
actions to remedy the breach. The Provider shall give the County seven (7) days' prior
written notice of its intent to terminate this Agreement for cause.
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c. Compensation After Termination.
i. In the event of termination,the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider.
ii. Should this Agreement be terminated, the Provider shall deliver to the County
within seven (7) days, at no additional cost, all deliverables including any
electronic data or files relating to the Project.
d. Waiver. The payment of any sums by the County under this Agreement or the ,failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a waiver
of any claim for damages by the County for any breach of this Agreement or a waiver of
any other required compliance with this Agreement.
e. Suspension. County may suspend the Basic Services and this Agreement at any time for
County's convenience and without penalty to County upon three (3) days' notice to
Provider. Upon any suspension by County, Provider shall discontinue work on the Basic
Services and shall not resume the Basic Services until notified to proceed by County.
C. Additional Provisions
1. Limitation and Assignment. The County and the Provider each bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other.
2. Independent Contractor; The Provider is and shall be deemed to be an independent
contractor in the performance of this contract and as such shall be wholly responsible for
the work to be perfonned and for the supervision of its employees. The Provider
represents that it has, or shall secure at its own expense, all personnel required in
performing the services under this agreement. Such employees shall not be employees of,
or have any individual contractual relationship with the County.
3. Governing Law. Both parties agree that this Agreement shall be governed by the laws of
the State of North Carolina. By executing this Agreement Provider affirms Provider is in
compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By
executing this Agreement Provider certifies that Provider has not been identified, and has
not utilized the services of any agent or subcontractor, on the list created by the State
Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies
that Provider has not been identified, and has not utilized the services of any agent or
subcontractor identified on the list created by the State Treasurer pursuant to G.S. 147-
86.81,
4. Non-Discrimination. Provider shall at all times remain in compliance with all applicable
local, state, and federal laws, rules, and regulations including but not limited to all state
and federal non-discrimination laws, policies, rules, and regulations and the Grange
County Non-Discrimination Policy and Orange County Living Wage Policy(each policy
is incorporated herein by reference and may be viewed at
http://www.orangecountyne.gov/departments/purchasing_division/contracts.php.) Any
violation of the Orange County Non-Discrimination Policy is a breach of this Agreement
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and County may immediately terminate this Agreement without further obligation on the
part of the County. This paragraph is not intended to limit and does not limit the
definition of breach to discrimination.
5. Dispute Resolution, Any and all suits or actions to enforce, interpret or seek damages
with respect to any provision of, or the performance or non-performance of, this
Agreement shall be brought in the General Court of Justice of North Carolina sitting in
Orange County,North Carolina. It is agreed by the parties that no other court shall have
jurisdiction or venue with respect to such suits or actions. The Parties may agree to
nonbinding mediation of any dispute prior to the bringing of such suit or action.
6. Entire Agreement and Signatures, This Agreement represents the entire and integrated
agreement between the County and the Provider and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by both parties. This Agreement together with any
amendments or modifications may be executed electronically. All electronic signatures
affixed hereto evidence the intent of the Parties to comply with Article I IA and Article
40 of North Carolina General Statute Chapter 66.
7. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties,
S. Ownership of Work Product. Should Provider's performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any other project
without additional compensation to the Provider. The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project as
set forth in this Agreement shall be at the full risk of the County.
9. Additional Terms and Conditions. The County may have additional terms and conditions
that shall be provided as an attachment(s)and is(are)hereby incorporated by reference.
10. Precedence Among Contract Documents: In the event of a conflict between or among the
terms of the Contract Documents, the terms in the Contract Document with the highest
relative precedence shall prevail. The order of precedence shall be the order of
documents as listed in Section A above, with this contract document having the highest
precedence then the first listed document and the last-listed document having the lowest
precedence. If there are multiple Contract Amendments, the most recent amendment
shall have the highest precedence and the oldest amendment shall have the lowest
precedence.
11. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the
authority of its statutory mandate. In the event that public funds are unavailable and not
appropriated for the performance of County's obligations under this Agreement,then this
Agreement shall automatically expire without penalty to County immediately upon
written notice to Provider of the unavailability and non-appropriation of public funds. It
is expressly agreed that County shall not activate this non-appropriation provision for its
convenience or to circumvent the requirements of this Agreement, but only as an
emergency fiscal measure during a substantial fiscal crisis.
In the event of a change in the County's statutory authority, mandate and/or mandated
functions, by state and/or federal legislative or regulatory action, which adversely affects
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County's authority to continue its obligations under this Agreement,then this Agreement
shall automatically terminate without penalty to County upon written notice to Provider
of such limitation or change in County's legal authority.
12. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail,return receipt requested to the following:
Orange County Provider's Name
Attention: Human Rights Director CHICLE Program Director-Co-Owner
P.O. Sox 8181 109 Conner Drive, Suite 2200
Hillsborough,NC 27278 Chapel Hill,NC 27514
IN WITNESS WHEREOF,the Parties, by and through their authorized agents, have hereunder set their
hands and seal,all as of the day and year first above written.
ORANGE COUNTY: PROVIDER:
OocuSigned by: DocuSigned by:
By. Jln i�. t Ey: �a
OG37994B755E477.. F2223A1B1125846E .
II ...... .. ........, ., , ---...y Manager
Rebeca Cabrera co-owner
Printed Name and Title
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Orange County Health.Department
Additional Terms and Conditions
These are additional terms and condition to the Agreement between Orange County and Provider to the
Countywide Agency Interpreter Agreement. The additional terms and conditions shall supersede any
terms and conditions in the original contract and are hereby incorporated as follows:
Add to Subsection B.3.a Basic Services
V. The Provider and Interpreters will follow the National Code of Ethics and
Standards of Practice outlined by the National Council on Interpreting in
Health Care which can be found at A ww.ncihc.org and is hereby
incorporated by reference.
vi. The Interpreters are required to sign the OCHD Conditions of Contract
Statement containing the confidentiality, Title X and public health
activities in emergency situations information which is hereby incorporated
by reference.
Add to Section B.3.iii the following sentence:
The Provider should generally instruct clients to call the Health
Department front desk staff or the Spanish voicemail line at 644-
3350 (when language appropriate) to schedule an appointment or to
inquire about services.
Add to Subsection B.3
c. Medical Documentation. Prior to beginning work,the Provider is required to:
i. Provide proof of immunity to varicelIa, measles, mumps and rubella.
Proof of immunity must be one of the following: medical records
diagnosing the disease, Iaboratory records confirming the disease,
laboratory records documenting positive disease titers, or medical
records documenting receipt of 2 doses of each vaccine. (Exception: If
the Provider has documentation of only one dose of vaccine,the Provider
must provide documentation of a second dose within 60 days of the first
day of contract work.)
ii.Provide proof of a TB screening and results to OCHD. The screening
can be one of the following:
1. Receipt of a TB skin test (TST) if the Provider has no history of
TB infection/disease or of a positive TST(Note: If the Provider
has not had an additional TST within the previous 12 months, a
second TST will be required one week after the first to establish
an accurate baseline.)
2. Completion of a TB Screening Form by a medical provider if the
Provider has a history of TB disease or of having a positive TST.
i ii.Provide proof of Tdap vaccine.
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iv.Provide proof of current influenza(flu)vaccine.
v.Unless otherwise provided, proof of immunization must take the form of
one of the following: Provider's immunization record or medical record
signed by a representative of the Provider's healthcare practice. In either
case both the Provider's name and the date of immunization must be
present. Only vaccines approved by the Centers for Disease Control and
Prevention (www.cdc.gov/flu/protect/vaccine/vaccines.htm) will be
accepted. The provider is responsible for the costs associated with
acquiring the vaccination.
Add sentence to end of 5.21i.
Exception: "Family" Refugee Health Assessment (communicable disease and/or
physical exam) appointments with 3 or more family members will only be
reimbursed for a total of two (2) hours in the case of same day cancelled
appointments. OCHD will not reimburse the Provider if an appointment is
cancelled with more than 24 hour notice.
Replace 5.b.iii with the following
Cancelled Appointments. In the event of a cancelled appointment,the Interpreter is
required to stay until relieved of duty by the nurse supervisor or the individual in
charge of clinical operations. OCHD staff may require other interpreter-related
services in place of the scheduled appointment. As stated above,the Provider may
submit an invoice in the event of a cancelled appointment (with less than 24 hour
notice).
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BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is made effective the First day of July, 2019,
by and between Orange County Government through its Orange County Health Department ("Covered
Entity"), and Chapel Hill Institute of Cultural and Language Education, L.L.C. (CHICLE), ("Business
Associate"). Covered Entity and Business Associate may be referred herein individually as a"Party" or
collectively as the "Parties". This Agreement supersedes any previously executed Business Associate
Agreement between the Parties.
WITNESSETM
WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"), Public Law 104-191, as modified by the Health Information
Technology for Economic and Clinical Health Act ("HITECH"), Public Law 111-5, known as "the
Administrative Simplification provisions," direct the Department of Health and Human Services to
develop standards to protect the security, confidentiality and integrity of health information; and
WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and
Human Services ("Secretary") has issued regulations mortifying the Privacy, Security, Breach
Notification, and Enforcement Rules at 45 CFR Parts 160 and 164, as the same may be amended from
time to time(the"HIPAA Security and Privacy Rule"); and
WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business
Associate will provide certain services to Covered Entity, and, pursuant to such arrangements, Business
Associate may be considered a"Business Associate"of Covered Entity as defined in the HIPAA Security
and Privacy Rule (the agreement evidencing such arrangement is detailed below and hereinafter referred
to as the"Service Agreement(s)");and
WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in
fulfilling its responsibilities under such arrangement;
THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement,
compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this
Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect
the interests of both Parties.
1, DEFINITIONS
(a) Service Agreement. Agreement(s) for services affected by this HIPAA Business
Associate Agreement, which this Business Associate Agreement shall be attached to, and is (are) hereby
incorporated by reference,and which shall be taken and considered as a part of this document the same as
if fully set out herein:
Countywide Agency Interpreter/Translator Services Agreement,dated July 1,2019 for CHICLE
(b) Catch-all Provision. Except as otherwise defined herein, any and all capitalized terms in
this Agreement shall have the definitions set forth in the HIPAA Security and Privacy Rule, 45 CFR Parts
160 and 164, subparts A and E. In the event of an inconsistency between the provisions of this Agreement
and mandatory provisions of the HIPAA Security and Privacy Rule, as amended,the HIPAA Security and
Privacy Rule shall control, Where provisions of this Agreement are different than those mandated in the
HIPAA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy
Rule,the provisions of this Agreement shall control.
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(c) Electronic Protected Health Information. Protected Health Information that is transmitted
by or maintained in Electronic Media(as defined in the HIPAA Security and Privacy Rule),
(d) Protected Health Information. "Protected Health Information" shall have the same
meaning as the term in 45 CFR § 160.1,03, limited to the information created or received by Business
Associate from or on behalf of Covered Entity and includes without limitation "Electronic Protected
Health Information." Business Associate acknowledges and agrees that all Protected Health Information
that is created or received by Covered Entity and disclosed or made available in any form, including paper
record, oral communication, audio recording, and electronic display by Covered Entity or its operating
units to Business Associate or is created or received by Business Associate on Covered Entity's behalf
shall be subject to this Agreement.
(e) Required by Law. "Required by Law" shall have the same meaning as the term in 45
CFR§ 164.103.
II. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
(a) Use and Disclosure. Business Associate agrees to fully comply with the requirements
under the HIPPA Security and Privacy Rule applicable to Business Associates and not to use or disclose
Protected Health Information other than as permitted or required by this Agreement, the Service
Agreement or as Required by Law. To the extent Business Associate carries out obligations of Covered
Entity under the HIPAA Security and Privacy Rule,Business Associate shall comply with the applicable
provisions of the H7PAA Security and Privacy Rule as if such use or disclosure were made by Covered
Entity. Business Associate agrees to comply with Covered Entity's policies regarding the minimum
necessary use or disclosure of Protected Health Information.
(b) Appropriate Safeguards. Business Associate agrees to use appropriate safeguards to
prevent use or disclosure of Protected Health Information other than as provided for by this Service
Agreement(s), this Agreement or as Required by Law. This includes the implementation physical,
technical and administrative safeguards to prevent use or disclosure of Protected Health Information other
than as permitted in this Agreement or Required by Law and reasonably and appropriately protect the
confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates,
receives, maintains, or transmits on behalf of Covered Entity as required by the HIPAA Security and
Privacy Rule. The Business Associate shall maintain appropriate documentation of its compliance with
the HIPPA Security and Privacy Rule, including, but not limited to, its policies, procedures, records of
training and sanctions of members in its workforce.
(c) Assurances. Business Associate agrees to provide Covered Entity with written
assurances that any Protected Health Information placed on any type of mobile media, including, but by
no means limited to, lap top computers, Ipads and mobile phones, is encrypted in accordance with
guidance issued by the Secretary.
(d) Agents and Subcontractors. Business Associate shall require any agents, including any
subcontractors, to whore it provides Protected Health Information from Covered Entity that is created,
received, maintained or transmitted on behalf of Business Associate to agree by written contract with
Business Associate to the same (or greater) restrictions, conditions and requirements that apply to
Business Associate with respect to such information, and to agree to implement reasonable and
appropriate safeguards to protect any of such information that is Electronic Protected Health Information.
In addition, Business Associate agrees to take reasonable steps to ensure that its employees' actions or
omissions do not cause Business Associate to breach the terms of this Agreement.
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(e) Mitigation of Breach. Business Associate agrees to mitigate, to the extent practicable,
any harmful effect that is known to Business Associate of a use or disclosure of Protected Health
Information by Business Associate in violation of the requirements of this Agreement, as well as to
provide complete cooperation to Covered Entity should Covered Entity elect to review or investigate such
noncompliance or Security Incident. Business Associate shall cooperate in Covered Entity's breach
analysis and/or risk assessment, if requested. Furthermore, Business Associate shall cooperate with
Covered Entity in the event that Covered Entity determines that any third parties must be notified of a
Breach,provided that Business Associate shall not provide any such notification except at the direction of
Covered Entity.
(f) Breach Reporting, Business Associate shall report in writing to Covered Entity's Privacy
Officer (see Exhibit A), any use or disclosure of Protected Health Information that is not in compliance
with the terms of this Agreement, as well as any Security Incident and any actual or suspected Breach, of
which it becomes aware, without unreasonable delay, and in no event later than forty-eight(48) hours of
such discovery. For purposes of this Agreement, "Security Incident" means the attempted or successful
unauthorized access, use, disclosure, modification, or destruction of information or interference with
system operations in an information system. Such notification shall contain the elements required by 45
C.F.R. § 164.414.
(g) Compliance, To the extent applicable, Business Associate will comply with (i) Covered
Entity's Notice of Privacy Practices; (ii) any limitations to which Covered Entity has agreed in regard to
an Individual's permission to use or disclose his or her Protected Health Information; and (iii) any
restrictions to the use or disclosure of Protected Health Information to which Covered Entity has agreed
or is required to agree.
(h) Government Access. Business Associate will make its internal practices, books and
records available to the Secretary of the Department of Health and Human Services for purposes of
determining compliance with the terms of the HIPAA Security and Privacy Rule, and, at the request of
the Secretary, will comply with any investigations and compliance reviews, permit access to information,
and cooperate with any complaints, as Required by Law. Without unreasonable delay and, in any event,
no more than 48 hours of receipt of the request or notification, Business Associate will notify Covered
Entity in writing of any request by any governmental entity, or its designee, to review Business
assessment of any kind.
(i) Electronic Transactions. If Business Associate conducts any Standard Transactions for or
on behalf of Covered Entity, Business Associate shall comply with the requirements under the Electronic
Transaction Rule.
0) Audit. Business Associate shall permit Covered Entity, in its discretion, to conduct an
audit of Business Associate's compliance with this Agreement, HIPAA, and HITECH. Such audit may
consist of an onsite visit, a series of inquiries that require written responses, or both. Business Associate
shall promptly and completely respond to Covered Entity's requests for information in support of the
audit, which shall not be conducted more than once annually except in cases of an actual or reasonably
suspected Security Incident or reasonably suspected noncompliance with this Agreement, HIPAA or
HITECH. Each Party shall bear its own costs associated with the audit.
(k) Identity Theft. Business Associate shall implement Identity Theft Monitoring Policies
and Procedures to protect any patient information that may be breached by the Business Associate to the
extent applicable under the Federal Trade Commission's Red Flag Rules.
(1) HITECH Compliance. Business Associate shall:
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A. Not receive, directly or indirectly, any impermissible remuneration in exchange
for Protected Health Information or Electronic Protected Health Information,
except as permitted by HITECH§ 13405(d)or the HIPPA Regulations;
B. Comply with the marketing and other restrictions applicable to Business
Associates contained in HITECH § 13406 and the HIPPA Regulations;
C. To the extent required under HITECH§ 13404, fully comply with the applicable
requirements of 45 CFR 164.502(e)(2) for each use and disclosure of Protected
Health Information;
D. To the extent required under HITECH § 13401, fully comply with 45 CFR §§
164,308, 164.310, 164.312,and 164.316;
E. To the extent required under HITECH §§13401 and 13404, comply with the
additional privacy and security requirements that apply to Covered Entities in the
same manner and to the same extent as Covered Entity is required to do so; and
F. To the extent required under the HIPPA Regulations, comply with the privacy
and security requirements that apply to Business Associates.
(m) State Privacy Laws. Business Associate shall understand and comply with state privacy
laws to the extent that such privacy laws are not preempted by HIPPA or HITECH.
III. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
(a) Use of Protected Health Information on Behalf of Covered Entity. Except as otherwise
limited in this Agreement, Business Associate may use or disclose Protected Health Information to
perform functions, activities or services for, or on behalf of, Covered Entity described in the Service
Agreement, provided that such use or disclosure would not violate the HIPPA Security and Privacy Rule
if it were made by Covered Entity or would not violate the Covered Entities minimum necessary policies.
(b) Other Uses of Protected Health Information. Except as otherwise limited in this
Agreement, Business Associate may use Protected Health Information within its workforce for the proper
management and administration of Business Associate not to include Marketing or Commercial Use and
to carry out the legal responsibilities of Business Associate; and
(o) Third Party Confidentiality. Except as otherwise limited in this Agreement, Business
Associate may disclose Protected Health Information for the proper management and administration of
Business Associate or to carry out the legal responsibilities of Business Associate, provided that if
Business Associate discloses any Protected Health Information to a third party for such purpose, the
Business Associate shall enter into a written agreement with such third party requiring the following:
A. Disclosure only as Required by Law;or
B. Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that the information will remain confidential and will be used or
further disclosed only as Required by Law or for the purpose for which it was disclosed
to the person, and the person notifies Business Associate of any instances of which it is
aware in which the confidentiality, integrity, and or availability of the Protected Health
Information has been breached immediately upon becoming aware.
(d) Business Associate may provide data aggregation services relating to the health care
operations of Covered Entity pursuant to any agreements between the Parties evidencing their business
relationship as permitted by 45 CFR§ 164.504(e)(2)(i)(B).
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(e) Other Uses Strictly Limited. Nothing in this Agreement shall permit the Business
Associate to share Protected Health Information with Business Associate's affiliates or contractors except
for the purposes of the Service Agreement(s) between the Covered Entity and Business Associate(s)
identified in Section I(a)of this Agreement.
(f) Covered Entity Authorization for Additional Uses. Any use of Protected Health
Information by Business Associate, its affiliate or Contractor, other than those purposes of this
Agreement, shall require express written authorization by the Covered Entity, and a Business Associate
Agreement or amendment as necessary. Activities which are prohibited include, but are not limited to,
Marketing, as defined by 45 CFR§ 164.503 or the sharing for Commercial Use or any purpose construed
by Covered Entity as Marketing or Commercial Use, even if such sharing would be permitted by federal
or state laws.
(g) Business Associate may de-identify Protected Health Information only at the specific
direction of and only for the use of Covered Entity. Business Associate may not sell Protected Health
Information except at the direction of Covered Entity and in compliance with the requirements of the
HIPAA Security and Privacy Rule.
IV. AVAILABILITY OF PHI
(a) Access to Protected Health Information. Business Associate agrees, in the event the
Business Associate maintains protected health information in a Designated Record Set,to make available,
within ten (10) days of a request by Covered Entity in a time and manner designated by Covered Entity,
Protected Health Information in a Designated Record Set, to Covered Entity or as directed by Covered
Entity, to an individual in order to meet the requirements of 45 CFR § 164.524 of the HIPAA Security
and Privacy Rule.
(b) Amendments to Protected Health Information. In the event that the Business Associate
maintains Protected Health Information in a Designated Record Set, Business Associate agrees to make
any amendment(s) to Protected Health Information in a designated record set that the Covered Entity
directs or agrees to pursuant to the HIPAA Security and Privacy Rule at the request of Covered Entity of
an individual,within ten(10)days of receipt of a request from Covered Entity and in the time and manner
designated by Covered Entity.
(c) Accounting of Disclosures. Business Associate agrees to maintain and make available
the information required to provide an accounting of disclosures, as required by 45 CFR § 164.528 of the
HIPAA Security and Privacy Rule. Business Associate will comply with Covered Entity's policy
regarding accounting of disclosures.
(d) Document Disclosures. In the event an Individual makes a request under this Section of
the Agreement directly to Business Associate, Business Associate will notify Covered Entity of such
request within three (3) business days and shall cooperate with, and act only at the direction of Covered
Entity in responding to such request.
V. OBLIGATIONS OF COVERED ENTITY
(a) Notice of Privacy Practices. Covered Entity shall provide Business Associate with the
notice of privacy practice that Covered Entity produces in accordance with 45 CFR§ 164.520, as well as
any changes to that notice.
(b) Notice of Changes in Individual's Access or Protected Health Information. Covered
Entity shall provide Business Associate with any changes in, or revocation of, permission by an
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Individual to use or disclose Protected Health Information, is such changes affect Business Associate's
permitted or required uses.
(c) Notice of Restriction in Individual's Access to Protected Health Information. Covered
Entity shall notify Business Associate of any restrictions to the use or disclosure of Protected Health
Information that Covered Entity has agreed in accordance with 45 CFR § 164.522 to the extent that such
restriction may affect Business Associate's use of Protected Health Information.
VI. PERMISSABLE REQUESTS BY COVERED ENTITY
Requests Permissible Under HIPAA. Covered Entity shall not request Business Associate to use
or disclose Protected Health Information in any manner that would not be permissible under the Privacy
or Security Rule.
VII. TERMINATION
(a) Term. This Agreement shall be effective as of the date first set forth above and shall
terminate upon the earlier of (i) the termination of all agreements between the parties, and (ii) the
termination by Covered Entity for cause as provided herein.
(b) Termination for Cause. Notwithstanding anything in this Agreement to the contrary,
Covered Entity shall have the right to terminate this Agreement and the Service Agreement immediately
if Covered Entity determines that Business Associate has or will violated any material term of this
Agreement. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered
Entity shall provide an opportunity for Business Associate to cure the breach or end the violation.
Covered Entity may terminate this Agreement if Business Associate does not cure the breach or end the
violation within the time period specified by Covered Entity. If termination, cure or end of the violation
is not feasible,Covered Entity may report the violation to the Secretary.
(c) Obligation of Business Associate Upon Termination. At termination of this Agreement,
the Service Agreement(or any similar documentation of the business relationship of the Parties), or upon
request of Covered Entity,whichever occurs first, Business Associate, shall:
A. if feasible, return(in a manner or process approved by the Covered Entity)or destroy
all Protected Health Information, regardless of form, including but not limited to
paper or electronic format, received from Covered Entity, or created, maintained or
received by Business Associate on behalf of Covered Entity. Business Associate
shall retain no copies of the Protected Health Information. This provision shall also
apply to Protected Health Information and other confidential information in the
possession of sub-contractors or agents of Business Associate.
B. If such return or destruction is not feasible, Business Associate shall (i) retain only
that Protected Health Information necessary for Business Associate to continue its
proper management and administration or to carry out its legal responsibilities; (ii)
return or destroy the remaining Protected Health Information that the Business
Associate still maintains in any form; (iii)extend the protections of this Agreement to
the retained Protected Health Information; (iv) limit further uses and disclosures to
those purposes that make the return or destruction of the Protected Health
Information not feasible; and (v) return or destroy the retained Protected Health
Information when it is no longer needed by Business Associate.
(d) Survival. This paragraph shall survive the termination of this Agreement and shall apply
to Protected Health Information created, maintained, or received by Business Associate and any of its
subcontractors.
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V i I1. MISCELLANEOUS
(a) Indemnification. Business Associate agrees to indemnify, defend, and hold harmless
Covered Entity, its officers, agents, contractors and agents, against, and in respect of, any and all claims,
losses, expenses, costs, damages, obligations, penalties, and liabilities which Covered Entity may incur
by reason of Business Associate's breach of or failure to perform any its obligations pursuant to this
Agreement, including but not limited to any injury or damages arising from any noncompliance with this
Agreement or any Security Incident attributable to the negligence of Business Associate, including
failure to execute the terms of this Agreement. Further, Business Associate agrees to indemnify, defend,
and hold harmless Covered Entity, its officers, employees, contractors and agents, against all costs and
expenses, including but not limited to, reasonable legal expenses, which are incurred by or on behalf of
Business Associate in connection with the defense of such claims.
(b) Disclaimer. Covered Entity makes no warranty or representation that compliance by
Business Associate with this Agreement, HIPAA, HITECH, or the IHA.A. Regulations will be adequate
or satisfactory for Business Associate's own purposes. Business Associate is solely responsible for all
decisions made by Business Associate regarding the safeguarding of Protected Health Information.
(c) Assistance in Litigation or Administrative Proceedings. Business Associate shall make
itself, and any subcontractors, employees, affiliates or agents assisting Business Associate in the
performance of its obligations under this Agreement, available to Covered Entity, at no cost to Covered
Entity,to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being
commenced against Covered Entity, its directors, officers or employees based upon a claimed violation
of HIPAA, HITECH, the HIPAA Regulations, or other laws relating to security and privacy, except
where Business Associate or its subcontractor,employee or agent is named adverse party.
(d) Survival. The obligations of Business Associate under this Agreement shall survive the
expiration, termination, or cancellation of this Agreement, the Service Agreement and/or the business
relationship of the parties, and shall continue to bind Business Associate, its agents, employees,
contractors,successors, and assigns as set forth herein.
(e) Ownership of Information. Covered Entity holds all right, title, and interest in and to the
Protected Health Information and Business Associate does not hold and will not acquire by virtue of this
Agreement or by virtue of providing goods or services to Covered Entity, any right, title, or interest in or
to the PHI or any portion thereof.
(f) Right to Injunctive Relief. Business Associate expressly acknowledges and agrees that
the breach, or threatened breach,by it of any provision of this Agreement may cause Covered Entity to be
irreparably harmed and that Covered Entity may not have an adequate remedy at law.Therefore,Business
Associate agrees that upon such breach, or threatened breach, Covered Entity will be entitled to seep
injunctive relief to prevent Business Associate from commencing or continuing any action constituting
such breach without having to post a bond or other security and without having to prove the inadequacy
of any other available remedies. Nothing in this paragraph will be deemed to limit or abridge any other
remedy available to Covered Entity at law or in equity. Except as expressly stated herein or in the HIPAA
Security and Privacy Rule, the parties to this Agreement do not intend to create any rights in any third
parties.
(g) Amendment. The Parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the
WSS Regulations. In addition, this Agreement may be amended or modified by the Parties only in
writing.
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(h) Assignment. No Party may assign its respective rights and obligations under this
Agreement without the prior written consent of the other Party.
0) Independent Contractor. None of the provisions of this Agreement are intended to create,
nor will they be deemed to create any relationship between the Parties other than that of independent
parties contracting with each other solely for the purposes of effecting the provisions of this Agreement
and any other agreements between the Parties evidencing their business relationship. This Agreement
will be governed by the laws of the State of North Carolina. No change, waiver or discharge of any
liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance
of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other
occasion.
0) Regulatory References. A reference in this Agreement to a section in HIPAA, HITECH
or the HIPAA Regulations means the section as it currently is in effect or as amended.
(k) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning
that permits Covered Entity to comply with the HIPAA Regulations. The parties agree that, in the event
that any documentation of the arrangement pursuant to which Business Associate provides services to
Covered Entity contains provisions relating to the use or disclosure of Protected Health Information that
are more restrictive than the provisions of this Agreement, the more restrictive provisions will control.
The provisions of this Agreement are intended to establish the minimum requirements regarding Business
Associate's use and disclosure of Protected Health Information.
(1) Severability. In the event any part or parts of this Agreement are held to be
unenforceable, the remainder of this Agreement will continue in effect. In addition, in the event a party
believes in good faith that any provision of this Agreement fails to comply with the then-current
requirements of the HIPAA Security and Privacy Rule, such party shall notify the other party in writing.
For a period of up to (30) thirty days, the parties shall address in good faith such concern and amend the
terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, a party
believes in good faith that the Agreement fails to comply with the HIPAA Security and Privacy Rule,
then either party has the right to terminate upon written notice to the other party.
(m) Notices and Communications. All instructions, notices, consents, demands, or other
communications required or contemplated by this Agreement shall be in writing and shall be delivered to
the Party at the address below:
For Covered Entity: For Business Associate
Orange County Human Rights CHICLE
and Relations c/o Executive Director
ATTN: Director 109 Conner Drive, Suite 2200
200 S. Cameron Street Chapel Hill,NC 27514
Hillsborough,NC 27278
(n) Strict compliance. No failure by any Party to insist upon strict compliance with any
terms or provisions of this Agreement,to exercise any option,to enforce any right, or to seek any remedy
upon any default of any other Party shall affect, or constitute a waiver of, any Parry's right to insist upon
such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that
default or any prior, or contemporaneous, or subsequent default. No custom or practice of the Parties at
variance with any provisions of this Agreement shall affect,or constitute a waiver of, any Part's right to
demand strict compliance with all provisions of this Agreement.
(a) Governing Law. This Agreement shall be governed and construed in accordance with the
laws of the State of North Carolina except to the extent that North Carolina laws have been pre-empted by
HIPAA and without giving effect to principals of conflicts of law. Jurisdiction shall be Orange County,
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North Carolina, for purposes of litigation resulting from disagreements of the Parties for purposes of this
Agreement and the Service Agreements),
(p) E-Verify. Employers and their subcontractors with 25 or more employees as defined in
Article 2 of Chapter 64 of the NC General Statutes must comply with E-Verify requirements to contract
with governmental units. E-Verify is a Federal program operated by the United States Department of
Homeland Security and other federal agencies, or any successor or equivalent program used to verify the
work authorization of newly hired employees pursuant to federal law. Where applicable, failure to
maintain compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General
Statutes shall constitute breach of this Agreement. If applicable, by executing this Agreement, Business
Associate affirms that they are in compliance with Article 3 of Chapter 64 if the North Carolina General
Statutes.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written
above.
COVERED ENTITY: BUSINESS ASSOCIATE:
Doc uSigned by: Uocu Sig ned by:
By: �6inJln t�. e YS�e By. G-L
O�i3799d6755E477.. F2223A16D25&46E .
Title: County Manager Title: Co-owner
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EXHTSIT A
COVERED ENTITY PRIVACY OFFICER CONTACT INFORMATION
To report to Covered Entity any use or disclosure of Protected Health Information not in compliance with
the terms of this Agreement that might be considered a privacy breach,Business Associate should contact
the Privacy Officer at the applicable entity. To report to Covered Entity any Security Incident(as defined
in the Agreement),Business Associate should contact Carla Julian(91.9)245-2434,or the Security
Officer at The Orange County Health Department.
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ORANGE COUNTY HEALTH DEPARTMENT
FY 201.9-2020
Contracted Interpreters: Conditions of Contract Statement
Confidentiality
As a Contract Interpreter for Orange County Health Department(OCHD), I acknowledge that I may have
access to information that is confidential as mandated by state and federal law, HIPAA regulation and/or
Orange County policy. I recognize my legal obligation as a Contractor to maintain the confidentiality of
information about former and current recipients of OCHD services.
I understand that release of information determined to be confidential by law to unauthorized persons may
result in criminal prosecution. I further understand that the failure to maintain legally required confidentiality
of information constitutes"misconduct"within the meaning of the Orange County Personnel Ordinance and
may lead to disciplinary action, including termination of contract.
If a question arises regarding whether a release of information may be public record vs. confidential client
information, I will seek assistance from the hrimigrant/Refugee Health Program Manager for referral to the
OCHD HIPAA Privacy and Security Officer.
Title X Information Requirement
OCHD provides services solely on a voluntary basis. A client's acceptance of service is not a prerequisite to
eligibility or receipt of a non-Title X service(Family Planning).
As an OCHD Contract Interpreter, I understand that I may be subject to prosecution under Federal law if I
coerce or endeavor to coerce any person to undergo an abortion or a sterilization procedure. I must also
follow mandatory repotting requirements of child abuse, child molestation, rape, incest and human
trafficking, and will seek assistance from the Clinic Manager and Immigrant/Refugee Health Program
Manager if I have questions or concerns.
As an Interpreter,my responsibility is to convey the message from the provider to the client to the best of my
ability,without prejudice or personal bias. If I am present when an OCHD employee attempts to coerce a
person to undergo an abortion or a sterilization procedure,I should discontinue interpreting, and report this to
the Clinic Manager and Immigrant/Refugee Health Program Manager.
Public Health Activities in Emergency Situations
In order to fulfill the responsibilities of the department in emergency situations or in training, and due to our
limited number of bilingual staff, you may be asked to work at emergency shelters or other locations
designated by the Health Director or emergency operations. I understand that I may be asked to participate in
emergency drills and exercises. As a Contractor,I do have the right to decline any of these special requests.
I certify that I have read and understand the conditions stated above. I have had an opportunity to discuss the
conditions and requirements of my contract with a designated agency representative.
Contractor Name:
Rebeca Cabrera Date: 7/2/2019
UocuSigned by:
Contractor Signature: � �� �°` Date: 7/2/2019
F2, Oocu Sig ned by:
7/2/2019
OCHD Representative: trCCa �Y'crWw Date:
2F52C296147F405
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ATTACHMENT A
GENERAL TERMS AND CONDITIONS
Orange County Department of Social Services and Department on Aging
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 ofthe 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
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 small 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 Contractors 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
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;
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 ofthis 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:2AB3977E-79F7-4791-BA84-4BC5B3DFODF5
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
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
0) 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:2AB3977E-79F7-4791-BA84-4BC5B3DFODF5
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.
{HTPAA): 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
access to persons and records as a result of all contracts or
(a} Data Security: The Contractor shall adopt and grants entered into by State agencies or political
apply data security standards and procedures subdivisions.
General Terms and Conditions-(06/16) Page 3 of 5
DocuSign Envelope ID:2AB3977E-79F7-4791-BA84-4BC5B3DFODF5
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
pol icy 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 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 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 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
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
DocuSign Envelope ID:2AB3977E-79F7-4791-BA84-4BC5B3DFODF5
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—(06116) Page 5 of 5
DocuSign Envelope ID:2AB3977E-79F7-4791-BA84-4BC5B3DFODF5
Contract#
CHICLE
ATTACHMENT B
SCOPE OF WORK
Grange County Department of Social Services
Federal Tax Id. or SSN
Contract#
A. CONTRACTOR INFORMATION
1, Contractor Agency Name: Chanel Hill Institute of Cultural and Lan uguaage Education
L.L.C.
2. If different from Contract Administrator Information in General Contract:
Address
Telephone Number: Fax Number: Email:
3. Name of Program (s): Interpreter/Translator Services
4. Status: ( )Public { ) Private,Not for Profit {X)Private, For Profit
5. Contractor's Financial Reporting Year July 1,2019 through .Tune 30, 2020
B. Explanation of Services to be provided and to whom(include SIS Service Code):
The Contractor will 13rovide language interpretation services to the County.
C. Rate per unit of Service (define the unit):
1. If Standard Fixed Rate, Maximum Allowable, (See Rates for Services Chart)
2. Negotiated County Rate.
Interpreting$55Ihr for consecutive and $70Ihr for simultaneous For translation of
documents, $ 0.18 per word in the target language for Spanish French
Portuguese, Italian and German. $0.22 per word with a$25 minimum charge for
less common languages, or that don't use the Roman alphabet For example
Karen, Burmese Arabic Mandarin Kinyarwanda etc.
Formatting is included in the price if it's not too complicated If it's a Power Point
presentation with more than 10 tables within each slide then an extra$25 fee
would apply. If a document has more than 5,000 words then we can offer the
discounted rate of$0.17 per word
D. Number of units to be provided:
Contract-Scope of Work(06104) Page 1 of 2
DocuSign Envelope ID:2AB3977E-79F7-4791-BA84-4BC5B3DFODF5
Contract#
CHICLE
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 Count will reimburse the Contractor at a rate of$55.00/hour for Consecutive
Inte retation and$ 70.00 for Simultaneous Interpretation fora roved services provided
and travel at the collaty rate. For reimbursement the Contractor must submit the Oran e
County Department of Social Services Invoice for Pa ent of Inte retin Services form
to the Caun staff at the time services are rendered. Coup staff wilLverify the
information sign the form and forward the form to the desi ated County Administrator.
The County will reimburse the Contractor monthly upon receipt of a complete and
correctly filed re ort.
Per hour reimbursement will be in at the time the Contractor meets with CojLnty staff for
the appointment and ends when the Copjg staff and Contractor contact is completed.
There will be a minimum of 1 hour of service for an appointment. Milea e
reimbursement will be for round trip from the Contractor's home or work site to the
prearranged appointment site.
F. Area to be served/Delivery site(s): Orange County
,pDocuSigned by: Docu Signed by:
66i,LAn t, CI A i It#'S ri G-4111
0637994B755E477.. F2223A1B�25846E .
(Signature or t.ounry Autnorized Person) _e_._._._ __ ractor)
7/8/2019 7/2/2019
(Date Submitted) (Date Submitted)
Contract-Scope of Work(06/04) Page 2of 2
DocuSign Envelope ID:2AB3977E-79F7-4791-BA84-4BC5B3DFODF5
ATTACHMENT C
CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS
Orange County Department of Social Services
I. By execution of this Agreement the Contractor certifies that it will provide a drug--free
workplace by:
A. Publishing a statement notifying employees that the unlawful manufacture, distribution,
dispensing,possession or use of a controlled substance is prohibited in the Contractor's
workplace and specifying the actions that will be taken against employees for violation of
such prohibition;
B. Establishing a drug-free awareness program to inform employees about:
(1)The dangers of drug abuse in the workplace;
(2)The Contractor's policy of maintaining a drug-free workplace;
(3)Any available drug counseling,rehabilitation, and employee assistance programs; and
(4)The penalties that may be imposed upon employees for drug abuse violations
occurring in the workplace;
C. Making it a requirement that each employee be engaged in the performance of the
agreement be given a copy of the statement required by paragraph(A);
D. Notifying the employee in the statement required by paragraph (A)that, as a condition of
employment under the agreement,the employee will:
(1)Abide by the terms of the statement; and
(2)Notify the employer of any criminal drug statute conviction for a violation occurring
in the workplace no later than five days after such conviction;
E. Notifying the County within ten days after receiving notice under subparagraph(D)(2)
from an employee or otherwise receiving actual notice of such conviction;
F. 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(06/04) Paget of 2
DocuSign Envelope ID:2AB3977E-79F7-4791-BA84-4BC5B3DFODF5
II. The site(s)for the performance of work done in connection with the specific agreement are
listed below:
1. 113 Mayo Street
(Street address)
Hillsborough, Orange,NC, 27278
(City, county, state, zip code)
2. 2501 Homestead Road
(Street address)
Chapel Hill, Orange NC 27516
(City, county, state,zip code)
Contractor will inform the County of any additional sites for performance of work under this
agreement.
False certification or violation of the certification shall be grounds for suspensions of payment,
suspension or termination of grants, or government-wide Federal suspension or debarment
(Section 4 CFR.Part 85, Section 85.615 and 86.620).
UocuSigned by:
Co-owner
Srgnatul. F2223A16D25846E . Title
CHICLE LANGUAGE INSTITUTE 7/2/2019
Agency/Organization Date
(Certification signature should be same as Contract signature.)
Federal Certification-Drug-Free Workplace(06/04) Page 2 of 2
DocuSign Envelope ID:2AB3977E-79F7-4791-BA84-4BC5B3DFODF5
ATTACHMENT D
CONFLICT OF INTEREST POLICY
Orange County Department of Social Services
Conflict of Interest Defined:
A conflict of interest is defined as an actual or perceived interest by a(Contractor/staff
member/Board member) in an action that results in,or has the appearance of resulting in,
personal, organizational, or professional gain. A conflict of interest occurs when an
employee/Contractor/Board member has a direct or fiduciary interest in another
relationship. A conflict of interest could include:
➢ Ownership with a member of the Board of Directors/Trustees or an employee
where one or the other has supervisory authority over the other or with a client
who receives services.
➢ Employment of or by a member of the Board of Directors/Trustees or an
employee where one or the other has supervisory authority over the other or
with a client who receives services.
➢ Contractual relationship with a member of the Board of Directors/Trustees or
an employee where one or the other has supervisory authority over the other or
with a client who receives services.
➢ Creditor or debtor to a member of the Board of Directors/Trustees or an
employee where one or the other has supervisory authority over the other or
with a client who receives services.
➢ Consultative or consumer relationship with a member of the Board of
Directors/Trustees or an employee where one or the other has supervisory
authority over the other or with a client who receives services.
The definition of conflict of interest includes any bias or the appearance of bias in a
decision-making process that would reflect a dual role played by a member of the
organization or group. An example,for instance, might involve a person who is an
employee and a Board member, or a person who is an employee and who hires
family members as consultants.
Employee/Contractor/Board Member Responsibilities:
It is in the interest of the organization, individual staff, and Board members to strengthen
trust and confidence in each other,to expedite resolution of problems,to mitigate the
effect and to minimize organizational and individual stress that can he caused by a
conflict of interest.
Employees are to avoid any conflict of interest, even the appearance of a conflict of
interest. This organization serves the community as a whole rather than only serving a
special interest group. The appearance of a conflict of interest can cause embarrassment
to the organization and jeopardize the credibility of the organization. Any conflict of
interest,potential conflict of interest, or the appearance of a conflict of interest is to be
reported to your supervisor immediately. Employees are to maintain independence and
obj ectivity with clients,the community, and organization. Employees are called to
Conflict of Interest Policy(06104) Page ] of 2
DocuSign Envelope ID:2AB3977E-79F7-4791-BA84-4BC5B3DFODF5
maintain a sense of fairness, civility, ethics and personal integrity even though law,
regulation, or custom does not require them.
Acceptance of Gifts:
Employees,members of employee's immediate family, and members of the Board are
prohibited from accepting gifts,money or gratuities from the following;
a. Persons receiving benefits or services from the organization;
b. Any person or organization performing or seeking to perform services under
contract with the organization; and
c. Persons who are otherwise in a position to benefit from the actions of any
employee of the organization.
Employees may,with the prior written approval of their supervisor,receive honoraria for
lectures and other such activities while on personal days, compensatory time, annual
leave, or leave without pay. If the employee is acting in any official capacity,honoraria
received by an employee in connection with activities relating to employment with the
organization are to be paid to the organization,
NOTARIZED CONFLICT OF INTEREST POLICY
State of North Carolina
County of Orange
I, Q,Ce'0, J l 62. 0aix-cm- AUB , certify that I have read the forgoing
information, derst , and that no conflict of interest exists in the execution of this
contra .
Sign e _
Sworn to and subscribed b me on the S day of U 20X-9—.
AMA�y'NNfi
; _ z
3 My Commission Expires: S�
otary Signa •e Se
'O N
•ti.C UH-�Y
+•,•���r u 111 tii
4rf ti>>Ati�
Conflict of Interest Policy(06104) Page 2 of 2
DocuSign Envelope ID:2AB3977E-79F7-4791-BA84-4BC5B3DFODF5
Exhibit E
Chapel Hill Institute of Cultural and Language Education, L.L.0 (CHICLE)
109 Conner Dr, Suite 2204
Chapel Hill,NC 27514
To: Orange County Department of Social Services
Certification:
I certify that I do not have any overdue tax debts, as defined by N.C.G.S. 105-243.1, at
the federal, State, or local level. I further understand that any person who makes a false
statement in violation of N.C.G.S. 143-6.2(b2) is guilty of a criminal offense punishable
as provided by N.C,G.S. 143-34(b).
Sworn Statement:
I, being duly sworn, say that I am Delia Rebeca Cabrera-Navarro; and that the foregoing
certification is true, accurate and complete to the best of my knowledge and was made
and subscribed by me. I also cknowledge and understand that any misuse of State funds
will be reported t e ppro riate authorities for further action.
g a re
Sworn to and subscribed before me on the S day of U , 201
My Commission Expires: 111,512w2 Z
(Notary igriatke and jal � {
7 8t i c aaV
C'0UIVY'� NL�a
►►►►►11f llll i 1I Nlyl'`�l�
DocuSign Envelope ID:2AB3977E-79F7-4791-BA84-4BC5B3DFODF5
0 AC � DATE(MMIDDlrYYrl
C? CERTIFICATE OF LIABILITY INSURANCE 0612512019
THIS CERTIFICATE 15 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CER71FICATE (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($), 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: Andrews
Herring&Bickers Insurance Agency PHONE FAX No: (313)479-1868
2344 Operations Drive E-MAIL ILss:
Suite 101 INSURERS AFFORDING COVERAGE NAIC 0
Durham NC 2T705 INSURER : 11000 11000
INSURED INSURER B; Hartford 00914
Chapel Hill Institute of Cultural&Language INSURER
109 Conner Dr Ste 2200 INSURER D
INSURER E:
Chapel Hill NC 27514 INSURER F
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDLSUBR TYPEOF INSURANCE POLICY NUMBER MMIDDIYYY L OLIC Y MMIDD� LIMITS
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1000000
CLAIMS-MADE FXIOCCUR PREMISES occurrence $ 1000000
MED EXP(Any one person) $ 10000
A N N 22SBAUL5464 01/0112019 01/01/2020 PERSONAL&AOVINJURY $ 1000000
GEN'L AGG REGAT E L IM IT APPU ES PER: GENERAL AGGREGATE ¢ 2000000
X ❑PRO-
POLICY 2000000
JECT LOC PRO ¢
OTHER' $
A UTOMOBILE LIA131U TY CO M BIN F DSI GL -0Mrr ¢ 1006DD0
Me accldenl
ANY AUTO BODILY INJURY(Per person) $
A ALL OWNED SCHEDULED N N 22SBAUL5464 01/0112019 01/01/2020 BODILY INJURY(Per accident) ¢
AUTOS AUTOS
X HIRED AUTOS ); NON-0wNEO PROPERTYOAMAGE ¢
AUTOS Per acciden I
S
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LAB HCLAIMS-MADE AGGREGATE $
DEQ I I RETENTION $
WORKERS COMPENSATION PER OTH-
AND EMPLOYERS'I.JABILITY YIN STATUTE ER
A 0FFICERIMEMBER EX UD��CUTIVE � N J A E.L EACH ACCIDENT ¢
N 22WBCC51989 D110112D19 011011202D
(MandsteryIn NHl E.L DISEASE-EA EMPLOYE E $
If yes,descrlbe under
DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY OMIT $
E&O $250,000 each 1$250,000 aggregate
B N N 22KDGNLU8D8 07/01/2018 71011=120 $2,500 deductible
DESCRIPTION OF OPERATIONS 1 LOCATIONS f VEHICLES(AC 0RD 101,Additional Remarka Schedule,may be attached If more space is raqulred)
CERTIFICATE HOLDER CANCELLATION
Orange County Department of Human Rights and Relations SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
200 South Cameron St THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS,
AUTHORIZED REPRESENTATIVE
r i
Hillsborough NC 27278
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