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2025-400-E-Civil Rights & Civic Life Dept-Propio-Telephonic, simultaneous, VRI spoken languages, VRI ASL and on-site interpreting. Audio Interpretation and translations of various languages
Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 [Departmental Use Only] TITLE Language Services FY 2025-2026 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 1st. day of July, 2025, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Propio LS, LLC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider,for the consideration herein named,do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Interpretation and Translation Services for various languages. ii) 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. iii) Time is of the essence with respect to this Agreement. iv) 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. 2. Contract a. Contract. This Contract consists of this document and additional documents for certain County Departments checked below: i) For the County ® The Scope of Work, description of services, and rate (Attachment A) ii) For Health Department: ® Health Department Additional Terms and Conditions (Attachment B) ® Business Associates Agreement (Attachment C) ® Condition of Contract Statement(Attachment D) Revised 05/25 1 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 iii) For Department of Social Services: ® The General Terms and Conditions (Attachment E) ® Federal Certification Regarding Drug-Free Workplace (Attachment F) ® Conflict of Interest(Attachment G) ® No Overdue Taxes (Attachment H) 3. 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 submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns 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) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it 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. Revised 05/25 2 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost,the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 4. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): i) Interpretation services may be provided by the following means: In-person, Telephone or other audio, Video. ii) See Exhibit A- Telephonic Interpretation per minute: Spanish $ 0.44. All other languages$ 0.71.Video Interpretation per minute: Spanish$0.69. Spoken Languages $ 0.69. American Sign Language (ASL) $ 1.29 Per minute. On-Site Interpreting: Spanish $50.00 Per Hour/2 Hour Minimum. All Other Spoken Languages $70.00Per Hour/2 Hour Minimum.American Sign Language$90.00Per Hour/2 Hour Minimum. Mileage Fee No Charge. Cancellation Fee. Appointment cancelled <48 hours. Time Booked or Minimum Fee: Whichever is greater. No Show Fee The patient or provider doesn't show up for the appointment. Time Booked or Minimum Fee: Whichever is greater. Emergency, Holiday or After Hours Fee:For appointments scheduled<48 hours or outside of business hours, Monday to Friday, 8 AM to 5 PM, or Holidays$10.00 per hour. Written Document Translation Services per word English (United States) Spanish $0.11,Arabic $0.13,German $0.25, Persian (Iran) $0.19,French(Canada)$0.24,French(France)$0.24,Hindi $0.15,Hmong $0.22,Haitian (Creole) $0.27,Italian$0.19,apanese $0.26,Karen $0.27, Korean $0.17,Nepali $0.20, Polish $0.18,Portuguese (Brazil) $0.15,Portuguese (Portugal) $0.17,Russian $0.15, Somali$0.22,Swahili$0.21,Tagalog$0.24,Ukrainian$0.17,Vietnamese $0.15,Chinese (Simplified, PRC) $0.16,Chinese (Traditional, Taiwan) $0.18. Other Languages per quote per word. Minimum project fee $75.00 per language per project. Desktop publishing/formatting $55.00 per hour if applicable. Software Development and Integrations $125.00 Per Hour(if applicable). Rush processing 15% - % of increase Revised 05/25 3 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 to the total invoice. Translation into English 15% - % of increase to per word rate. Translation Memory Discounts (TTM): Exact Match & Repetitions 70% Discount, Fuzzy Match Discounts 60%Discount with 99-95%matches. 50%Discount with 94- 85% matches. 30% Discount with 84-75% matches. Additional Value Adds at no charge: Third- Party calling, Account Activation, Propio Analytics Client Portal, Client Success Manager, Implementation Consultant, Training Materials, Live Training Sessions (Unlimited), Instructions cards, and Propio ONE (Download — Android/Apple iOS app stores), No Monthly Minimums, or Usage Fees, Needs Assessments, Equipment Programs, Propio Ana. 5. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2025 to June 30, 2026. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime,as necessary,to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2025. 6. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County)performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Fifty Thousand Dollars ($50,000). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. For interpretation services only: i) County will compensate Provider as provided in this agreement for interpretation and translation services at the rate prescribed. 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 are completed. There will be a minimum of one (1) hour of service for the first in-person appointment. All subsequent appointments will be paid according to the duration of the scheduled appointment time or the actual appointment duration, whichever is longer. County will pay for a minimum of one (1) hour of service for in-person appointments for clients who do not show up for an appointment, and for those who cancel an appointment with less than 24-hour notice, unless the County is able to schedule another client for the same appointment time. Revised 05/25 4 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 ii) In the case of an unexpected closing or delayed opening (e.g., inclement weather) of the County Offices when providing interpretation services, the Provider shall not be paid for missed appointments. When possible, the Provider is also asked to help call his/her scheduled clients to inform them of the delay or closing. iii) Virtual appointments will be governed by the attached Scope of Work. Virtual appointments include telehealth appointments. iv) The Provider 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. v) For interpreting events, that are booked for three (3) or more hours for a single event, County will pay the provider 100% of the scheduled time. Interpreter events do not include medical and dental appointments with the Health Department. If the event ends early or if the provider arrives and their services are no longer required,then the County will pay the provider 100% of the scheduled time. vi) The Provider shall submit one invoice per client,per appointment.All invoices should be submitted to the County within thirty(30)days of Provider completing the service. c. 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. d. 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. 7. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Paul Slack) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 8. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such Revised 05/25 5 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 additional insurance shall consist of Professional Liability or Errors and Omissions (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 9. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, 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 property damage or bodily injury including death 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. 10. Amendments to the Agreement a. Changes in Basic Services. 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 County. 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. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating parry has taken all reasonable steps to complete the performance of its obligations. 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. Upon request of the County, the Provider shall submit to County all Revised 05/25 6 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 relevant documentation, including but not limited to,job cost records, to support its claims for final compensation. 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. 12. Additional Provisions a. 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. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain 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 identified, 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. c. 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 Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.oran_eg countync._og v/departments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement 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. d. 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 Revised 05/25 7 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 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. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. 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. Modifications may be evidenced by facsimile signatures. f. 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. g. 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. h. 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 or 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 or 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. In the event of a change in the County's statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects 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. i. Si natures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. j. 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 Revised 05/25 8 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 Attention:Chief Civil Rights Officer Propio LS, LLC P.O. Box 8181 10801 Mastin St., Suite 580 Overland Park, KS 66210 Hillsborough,NC 27278 [SIGNATURE PAGE TO FOLLOW] Revised 05/25 9 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 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: DocuSigned by: DocuSigned by: By. fiVaws l�l�Vt,1n, By: r,�Visfb t V pt,sG- Travis Klyrf'fftMinty Manager Christopher Pesce,CFO Printed Name and Title Revised 05/25 10 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-596872lC4755 ORANGE COUNTY—INTERNAL USE ONLY Finance Information Vendor Name: Propio LS,LLC Vendor Contact Person: Christopher Pesce Phone: 913-318-8295 Address: 10801 Mastin St,Suite 580 City Overland Park State:KS Zip: 66210 Department: OCOCRCL Amount: $50,000 Purpose: Telephonic,simultaneous,VRI spoken languages,VRI ASL and on-site interpreting.Audio Interpretation and translations of various languages Budget Code(s): There is no code in this document because each Department pays for expenses out of their budget as services are utilized Vendor#67904 Vendor Status with NCSOS:Active Vendor is a BOCC consultant: ❑Yes ®No Contract Details Contract Type: ❑New ❑Amendment(Original Contract: )(Most Recent Amendment ) Effective Date July 1,2025 End Date June 30,2026 Notice Date (Notice Purpose ) Award ❑Approved by Board(Agenda Date: Made or Administered by Signature Authority ❑ BOCC Express Delegation(Agenda Date: - Policy 9.4: ❑Under$5,000; ® Service Under$90,000; ❑ Construction Under$250,000 - ❑ Budget Policy Section XV(Capital Improvement Project: Bidding ❑ Informal Bidding($30k-$90k); ❑Formal RFP($90k+); ❑ Other(<$30k); ❑ Exception(#-----) Department Affirmation ❑This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. ❑ Services related to this agreement have already begun or been completed.Description of the nature of the emergency condition that was addressed: yned by: Department Director's Signature FS' ""e 5" Date: 6/25/2025 43F7EACCAFC242A... Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: ❑Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of ig 9Mergpp standard�s,,specifications,and requirements: Office of the Risk Management Officer M t tSSA, 4 4/t Date: 6/27/2025 8E49481636F64E1... Financial Services This instrument has been pre-audited in the �e� �rlld by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer � , Date: 6/27/2025 7D4E5181ACC1409... Legal Services This agreement is approved as to legal to oittwy: Office of the County Attorney Aur�nL rtw'u' Date: 7/1/2025 Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Revised 05/25 11 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-596872lC4755 Office of the Clerk to the Board Date: Revised 05/25 12 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 Language Services FY 2025-26 ATTACHMENT A SCOPE OF WORK Vendor# 67904 A. Contractor Information 1. Contractor or Agency Name: PROPIo,Ls,LLc 2. Contact Person: Christopher Pesce Address: 10801 Mastin St, Suite 580 Overland Park, KS 66210 Telephone: 913-318-8295 Fax: Email: cpesce@propio-ls.com 3. Entity Status: ❑ Public ❑ Private,Not for Profit 0 Private, For Profit 4. Contractor's Financial Reporting Year '°`y'°zozs through June 30,2026 B. Service Provisions 1. Interpretation Services ❑■ On-Site Interpretation ❑■ Telephonic Interpretation ❑■ Video Interpretation 2. Translation Services ❑■ Document Translation ❑■ Website Translation ❑■ Multimedia Translations (e.g., audio, video) 3. Additional Services (Describe below) Please see Exhibit A for Services Rates Contract-Scope of Work(Mar. 2025) Page I of 4 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 Language Services FY 2025-26 4. Languages Offered: ❑■ Amharic ❑■ Japanese ❑■ Burmese ❑■ Karen ❑■ Dari ❑■ Chin-Falam ❑■ French ❑■ Arabic ❑■ Korean ❑■ Haitian Creole ❑■ Rohingya ❑■ Ukrainian ❑■ Russian ❑■ Portuguese ❑■ Spanish ❑■ Mandarin ❑■ Swahili ❑■ Pashto ❑■ Urdu ❑■ Kinyarwanda �■ Vietnamese ❑■ Romanian Other Languages: More than 300 languages available 1. Please review each general contract departmental terms and conditions and applicable disclosures to confirm the departments you are available to work with this fiscal year. ❑■ Orange County Department of Social Services *** ❑� Orange County Health Department Virtual Appointment Disclosure • No minimum for telehealth or virtual appointments. • No minimum for add-on appointments. • Interpreter will be reimbursed for the time scheduled for each telehealth, virtual, and add-on appointment. • County will pay for 100% of the time scheduled for an appointment for clients who do not show up for an appointment, and for those who cancel an appointment with less than 24-hour notice. ❑■ Orange County Department of Aging ❑■ All other Orange County Departments ***Denotes departments that provide for mileage reimbursement to service rendered. Unless notated otherwise, mileage will not be Contract-Scope of Work(Mar. 2025) Page 2of 4 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-596872lC4755 Language Services FY 2025-26 reimbursable. C. Rate per unit of service (define the unit): 1. Interpretation Services: Service z o Minimum Charge Additional Fees (if any) On-Site See Exhibit A Interpretation Telephonic See Exhibit A Interpretation Video Interpretation See Exhibit A (Does not include Health Department) 2. Translation Services: Service Rate Minimum Charge Additional Fees (if any) Document See Exhibit A Translation Website See Exhibit A Translation Multimedia See Exhibit A Translation 3. Other Services: Service Rate Minimum Charge Additional Fees (if any) Contract-Scope of Work(Mar.2025) Page 3of 4 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 Language Services FY 2025-26 Christopher Pesce, CFO Provider Name, Title DocuSign d by:e r,�V'lSfbpU,t,V' ��Su, 6/25/2025 Provider Si { �sDFzsao,... Date Travis Myren County Manager Authorized Orange County Representative, Title DocuSigned by: 7/1/202 5 fir'av is dtiL�Vt v, AutkaLjAjVg& ture Date Contract-Scope of Work(Mar.2025) Page 4of 4 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 Orange County Health Department(hereinafter referred to as "OCHD") 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 4.a Basic Services ii. 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 www.ncihc.org and is hereby incorporated by reference. iii. 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. iv. The Provider should generally instruct clients to call the Health Department front desk staff or the Spanish voicemail line at (919)245-2398 (when language appropriate) to schedule an appointment or to inquire about services. V. If interpreting for a video or phone telehealth appointment, all Interpreters shall be in a private, separate room where others cannot hear or see the conversations between the Provider and/or Interpreter and client.All interpreters shall a phone number with a Country Code that is accessible in the United States. vi. Medical Documentation. Prior to beginning work, the Provider is required to: • Provide proof of vaccination or immunity to the vaccine preventable diseases (VPD)defined below as well as current TB evaluation as defined by the current NC Tuberculosis Manual. • Vaccine Preventable Diseases (VPD) —the following list includes the VPDs included in this contract • Influenza(flu) • MMR(measles,mumps,and rubella) • Varicella(chicken pox) • Pertussis(Tdap) • Acceptable proof of vaccination to VPDs includes one or more of the following: • Provider immunization record or medical record signed by the provider. Record must include the following: • Provider name,address,and telephone number. • Patient name and date of birth. • Vaccine name, dosage, route, signature of person administering,and date of vaccination. • NC Immunization Registry(NCIR)with NC Seal; • Patient name, date of birth, and date of vaccinations must be included on NCIR record. • If documentation of only one dose of vaccine, the interpreter must provide documentation of a second dose within 60 days of the first day of contract work.) • Acceptable proof of immunity to the VPDs includes one or more of the following: • Proof of immunity must be one of the following: • Medical records diagnosing the disease, Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 • Laboratory records confirming the disease, • Laboratory records documentng positive titers, • Proof of TB screening and results to OCHD. This screening can be one of the following: • Evidence of negative 2-step TB skin testing(TST)as defined in the NC TB Control Manual found at bttp:Hepi.publichealth.nc.gov/cd/lhds/manuals/tb/toc.html; • Evidence of a positive TST followed by a negative chest film and a negative review of symptoms completed within 30 days; • Evidence of a negative interferon gamma release assay(IGRA); • Evidence of a positive IGRA followed by a negative chest film and a negative review of symptoms completed within 30 days; • If history of TB or positive TST, completion of a TB Screening form by a medical provider found at Record of Tuberculosis Screening (DHHS 3405)(ncdhhs.gov) • Provide proof of vaccination or immunity to other emerging vaccines as required by the Orange County Health Department. • The immunization requirements listed in this subsection are waived for Interpreters working remotely(e.g., telehealth appointments) or interpreting at a public event. All other OCHD interpretation assignments require proof of immunization. Add subsection to 6.b.For interpretation service only: vi. Cancelled Appointments. In the event of a cancelled in-person 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). Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement("Agreement") is made effective the First day of July, 2025, by and between Orange County("Covered Entity"),and Propio LS,LLC("Business Associate"). Covered Entity and Business Associate may be referred herein individually as a "Party" or collectively as the "Parties". This Agreement supersedes any previously executed Business Associate Agreement between the Parties. WITNESSETH: WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Public Law 104-191, as modified by the Health Information Technology for Economic and Clinical Health Act ("HITECH"), Public Law 111-5, known as "the Administrative Simplification Provisions,"direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information; and WHEREAS,pursuant to the Administrative Simplification provisions,the Secretary of Health and Human Services ("Secretary") has issued regulations modifying the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164, as the same may be amended from time to time (the "HIPAA Security and Privacy Rule"); and WHEREAS,the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangements, Business Associate may be considered a"Business Associate"of Covered Entity as defined in the HIPAA Security and Privacy Rule (the agreement evidencing such arrangement is detailed below and hereinafter referred to as the "Service Agreement(s)"); and WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in fulfilling its responsibilities under such arrangement; THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement, compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect the interests of both Parties. 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 Language Services Agreement dated July 1,2025,for Propio LS,LLC. (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. 1 July 2024 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 (c) Business Associate.Business Associate shall generally have the same meaning as the term Business Associate at 45 CF R160.103, and in reference to the party to this agreement, shall mean Propio LS,LLC. (d) Covered Entity.Covered Entity shall generally have the same meaning as the term Covered Entity at 45 CFR 160.103,and in reference to the party to this agreement,shall mean Orange County,North Carolina. (e) HIPAA Rules. HIPAA Rules shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. (f) 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). (g) Protected Health Information."Protected Health Information"shall have the same meaning as the term in 45 CFR§ 160.103,limited to the information created or received by Business Associate from or on behalf of Covered Entity and includes without limitation"Electronic Protected Health Information." Business Associate acknowledges and agrees that all Protected Health Information that is created or received by Covered Entity and disclosed or made available in any 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. (h) 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 HIPAA Rules 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 Rules, Business Associate shall comply with the applicable provisions of the HIPAA Rules 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 the Service Agreement(s), this Agreement or as Required by Law. This includes the implementation of 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 Rules. The Business Associate shall maintain appropriate documentation of its compliance with the HIPAA Rules, 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, laptop computers, tablets and mobile phones, is encrypted in accordance with guidance issued by the Department of Health and Human Services. (d) Agents and Subcontractors. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, Business Associate shall ensure that any agents or subcontractors that create 2 July 2024 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 receive, maintain, or transmit protected health information on behalf of the business associate agree by written contract to the same,or greater,restrictions,conditions,and requirements that apply to the Business Associate with respect to such information, and to agree to implement reasonable and appropriate safeguards to protect any of such information that is Electronic Protected Health Information. In addition, Business Associate agrees to take reasonable steps to ensure that its employees' actions or omissions do not cause Business Associate to breach the terms of this Agreement. (e) Mitigation of Breach. Business Associate agrees to mitigate,to the extent practicable,any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement, as well as to provide complete cooperation to Covered Entity should Covered Entity elect to review or investigate such noncompliance or Security Incident. Business Associate shall cooperate in Covered Entity's breach analysis and/or risk assessment,if requested. Furthermore,Business Associate shall cooperate with Covered Entity in the event that Covered Entity determines that any third parties must be notified of a Breach,provided that Business Associate shall not provide any such notification except at the direction of Covered Entity. (f) Breach Reporting. Business Associate shall report in writing to Covered Entity's Privacy Officer (see Exhibit A), any use or disclosure of Protected Health Information that is not in compliance with the terms of this Agreement, as well as any Security Incident and any actual or suspected Breach, of which it becomes aware, without unreasonable delay, and in no event later than forty-eight(48) hours of such discovery. For purposes of this Agreement, "Security Incident" means the attempted or successful unauthorized access,use,disclosure,modification,or destruction of information or interference with system operations in an information system. Such notification shall contain the elements required by 45 CFR 164.410. (g) Compliance. To the extent applicable, Business Associate will comply with (i) Covered Entity's Notice of Privacy Practices; (ii) any limitations to which Covered Entity has agreed regarding 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 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 Department of Health and Human Services, will cooperate with any investigations and compliance reviews, permit access to information, and address 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 Associate's information 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 Federal Electronic Transaction Rules. 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. 3 July 2024 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 (k) Identity Theft. Business Associate shall implement Identity Theft Monitoring Policies and Procedures to protect any patient information that may be breached by the Business Associate to the extent applicable under the Federal Trade Commission's Red Flag Rules. (1) HITECH Compliance. Business Associate shall: A. Not receive, directly or indirectly, any impermissible remuneration in exchange for Protected Health Information or Electronic Protected Health Information, except as permitted by HITECH § 13405(d) or the HIPAA Regulations; B. Comply with the marketing and other restrictions applicable to Business Associates contained in HITECH § 13406 and the HIPAA 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 HIPAA 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 HIPAA 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 HIPAA 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, and to carry out the legal responsibilities of the Business Associate,but not to include Marketing or Commercial Use; and (c) Third Party Confidentiality. Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate,provided that if Business Associate discloses any Protected Health Information to a third party for such purpose, the Business Associate shall enter into a written agreement with such third party requiring the following: A. Disclosure only as Required by Law; or B. 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 4 July 2024 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 Business Associate of any instances of which it is aware in which the confidentiality, integrity, and or availability of the Protected Health Information has been breached immediately upon becoming aware. (d) Business Associate may provide data aggregation services relating to the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship as permitted by 45 CFR 164.504(e)(2)(i)(B). (e) Other Uses Strictly Limited. Nothing in this Agreement shall 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 new 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 Rules. 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 Rules. (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 Rules at the request of Covered Entity or 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 Practices that Covered Entity produces in accordance with 45 CFR 164.520, as well as any changes to that notice. 5 July 2024 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-596872lC4755 (b) Notice of Changes in Individual's Access or Protected Health Information. Covered Entity shall provide Business Associate with any changes in,or revocation of,permission by an Individual to use or disclose Protected Health Information,if 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. VL 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 HIPAA Rules. 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 violated or will violate any material term of this Agreement. Upon Covered Entity's knowledge of a material breach by Business Associate,Covered Entity may provide an opportunity for Business Associate to cure the breach or end the violation. Covered Entity may terminate this Agreement and the Service Agreement if Business Associate does not cure the breach or end the violation within the time period specified by Covered Entity. Covered Entity may report the violation to the Department of Health and Human Services. (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. 6 July 2024 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 (d) Survival. This obligations under this Section shall survive the termination of this Agreement and shall apply to Protected Health Information created, maintained, or received by Business Associate and any of its subcontractors. VIII. MISCELLANEOUS (a) Indemnification. Business Associate agrees to indemnify, defend, and hold harmless Covered Entity, its officers, agents, contractors and agents, against, and in respect of, any and all claims, losses,expenses,costs,damages,obligations,penalties,and liabilities which Covered Entity may incur by reason of Business Associate's breach of or failure to perform any its obligations pursuant to this Agreement, including but not limited to any injury or damages arising from any noncompliance with this Agreement or any Security Incident attributable to the negligence of Business Associate,including failure to execute the terms of this Agreement. Further,Business Associate agrees to indemnify,defend,and hold harmless Covered Entity, its officers, employees, contractors and agents, against all costs and expenses, including but not limited to, reasonable legal expenses, which are incurred by or on behalf of Business Associate in connection with the defense of such claims. (b) Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement, HIPAA, HITECH, or the HIPAA Rules 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 Rules,or other laws relating to security and privacy,except where Business Associate or its subcontractor, employee or agent is named adverse party. (d) Survival. The obligations of Business Associate under this Agreement shall survive the expiration, termination, or cancellation of this Agreement, the Service Agreement and/or the business relationship of the parties,and shall continue to bind Business Associate,its agents,employees,contractors, successors,and assigns as set forth herein. (e) Ownership of Information. Covered Entity holds all right, title, and interest in and to the Protected Health Information and Business Associate does not hold and will not acquire by virtue of this Agreement or by virtue of providing goods or services to Covered Entity, any right, title, or interest in or to the PHI or any portion thereof. (f) Right to Injunctive Relief.Business Associate expressly acknowledges and agrees that the breach, or threatened breach, by it of any provision of this Agreement may cause Covered Entity to be irreparably harmed and that Covered Entity may not have an adequate remedy at law. Therefore,Business Associate agrees that upon such breach, or threatened breach, Covered Entity will be entitled to seek 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 HIPAA Regulations. In addition, this Agreement may be amended or modified by the Parties only in writing. 7 July 2024 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-596872lC4755 (h) Assignment. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. (i) Independent Contractor. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. 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 Rules 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 Rules. The parties agree that,if 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 Rules, 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 Rules,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 Propio LS,LLC P.O. Box 8181 Christopher Pesce,CFO Hillsborough,NC 27278 10801 Mastin St., Suite 580 Overland Park,KS 66210 (n) Strict compliance. No failure by any Party to insist upon strict compliance with any terms or provisions of this Agreement, to exercise any option, to enforce any right, or to seek any remedy upon any default of any other Party shall affect, or constitute a waiver of, any Party's right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, or contemporaneous, or subsequent default. No custom or practice of the Parties at variance with any provisions of this Agreement shall affect, or constitute a waiver of, any Party's right to demand strict compliance with all provisions of this Agreement. (o) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina except to the extent that North Carolina laws have been pre-empted by HIPAA and without giving effect to principles of conflicts of law. Jurisdiction shall be Orange County, 8 July 2024 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 North Carolina, for purposes of litigation resulting from disagreements of the Parties for purposes of this Agreement and the Service Agreement(s). (p) E-Verify. Employers and their subcontractors with 25 or more employees as defined in Article 2 of Chapter 64 of the NC General Statutes must comply with E-Verify requirements to contract with governmental units. E-Verify is a Federal program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law. Where applicable,failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes shall constitute breach of this Agreement. If applicable,by executing this Agreement,Business Associate affirms that they are in compliance with Article 3 of Chapter 64 if the North Carolina General Statutes. IN WITNESS WHEREOF,the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY: BUSINESS ASSOCIATE: By: fiVA�uSVUn By: OME81B12B364B4... A1122C76DF28401... Title: county Manager Title: CFO 9 July 2024 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-596872lC4755 EXHIBIT A COVERED ENTITY PRIVACY OFFICER CONTACT INFORMATION To report to Covered Entity any use or disclosure of Protected Health Information not in compliance with the terms of this Agreement that might be considered a privacy breach,Business Associate should contact the Privacy Officer at the applicable entity. To report to Covered Entity any Security Incident(as defined in the Agreement),Business Associate should contact Ashley Rawlinson(919)245-2440,or the Security Officer at The Orange County Health Department. 10 July 2024 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 ORANGE COUNTY HEALTH DEPARTMENT FY 2025-2026 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 Compliance Manager/Language Services Supervisor who also serves as 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 reporting requirements of child abuse, child molestation, rape, incest and human trafficking, and will seek assistance from the Clinic Manager and Compliance Manager/Language Services Supervisor 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 Compliance Manager/Language Services Supervisor. 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: Christopher Pesce Date: 6/25/2025 Z /�'oc_u igne y: Contractor Signature: Sfb (Ur Pt.SU_ Date: 6/25/2025 ®� ZjOU 401... OCHD Representative: 5fcWof Date: 6/27/2025 3C16F2D09E3445F... Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 ATTACHMENT E 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 of the contract,the Contractor of the work contemplated under this contract without prior at its sole cost and expense shall provide commercial written approval from the County. Any approved insurance of such type and with such terms and limits as subcontract shall be subject to all conditions of this may be reasonably associated with the contract. As a contract.Only the subcontractors specified in the contract minimum, the Contractor shall provide and maintain the documents are to be considered approved upon award of following coverage and limits: the contract. The County shall not be obligated to pay for (a) Worker's Compensation - The contractor shall any work performed by any unapproved subcontractor. provide and maintain Worker's Compensation The Contractor shall be responsible for the performance of Insurance as required by the laws of North all of its subcontractors. Carolina,as well as employer's liability coverage with minimum limits of$500,000.00,covering all Assignment: No assignment of the Contractor's of Contractor's employees who are engaged in any obligations or the Contractor's right to receive payment work under the contract. If any work is sublet,the hereunder shall be permitted. However, upon written Contractor shall require the subcontractor to request approved by the issuing purchasing authority,the provide the same coverage for any of his County may: employees engaged in any work under the (a) Forward the Contractor's payment check(s) contract. directly to any person or entity designated by the (b) Commercial General Liability - General Contractor, or Liability Coverage on a Comprehensive Broad (b) Include any person or entity designated by Form on an occurrence basis in the minimum Contractor as a joint payee on the Contractor's amount of$1,000,000.00 Combined Single Limit. payment check(s). (Defense cost shall be in excess of the limit of In no event shall such approval and action obligate the liability.) County to anyone other than the Contractor and the (c)Automobile Liability Insurance: The Contractor Contractor shall remain responsible for fulfillment of all shall provide automobile liability insurance with a contract obligations. combined single limit of$500,000.00 for bodily injury and property damage; a limit of Beneficiaries: Except as herein specifically provided $500,000.00 for uninsured/under insured motorist otherwise,this contract shall inure to the benefit of and be coverage; and a limit of$25,000.00 for medical binding upon the parties hereto and their respective payment coverage. The Contractor shall provide 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 of this contract("non- and Contractor that any such person or entity, other than owned vehicle insurance"). Non-owned General Terms and Conditions—(06/16) Page 1 of 5 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 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 (j) The Contractor shall comply at all times with all lawful and understand that the payment of the sums specified in terms and conditions of its insurance policies and all this contract is dependent and contingent upon and subject lawful requirements of its insurer. to the appropriation, allocation, and availability of funds (k) The Contractor shall require its subcontractors to for this purpose to the County. comply with the requirements of this paragraph. (1) The Contractor shall demonstrate its compliance with Force Majeure: Neither party shall be deemed to be in the requirements of this paragraph by submitting default of its obligations hereunder if and so long as it is certificates of insurance to the County before the prevented from performing such obligations by any act of Contractor begins work under this contract. war,hostile foreign action,nuclear explosion,riot,strikes, civil insurrection,earthquake,hurricane,tornado,or other Transportation of Clients by Contractor:The contractor catastrophic natural event or act of God. will maintain Insurance requirements if required as noted under Article 7 Rule R2-36 of the North Carolina Utilities Survival of Promises: All promises,requirements,terms, Commission. conditions, provisions, representations, guarantees, and warranties contained herein shall survive the contract Default and Termination expiration or termination date unless specifically provided General Terms and Conditions—(06/16) Page 2 of 5 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 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) and U.S. Department of Health and Human Services Confidentiality (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 employment opportunity. any confidential information it will safeguard and not further disclose the information except as otherwise Health Insurance Portability and Accountability Act provided in this contract. (HIPAA): The Contractor agrees that, if the County Oversight determines that some or all of the activities within the scope of this contract are subject to the Health Insurance Access to Persons and Records: The State Auditor shall Portability and Accountability Act of 1996,P.L. 104-91, have access to persons and records as a result of all as amended("HIPAA"), or its implementing regulations, contracts or grants entered into by State agencies or it will comply with the HIPAA requirements and will political subdivisions in accordance with General Statute execute such agreements and practices as the County 147-64.7. Additionally,as the State funding authority,the may require to ensure compliance. Department of Health and Human Services shall have (a) Data Security: The Contractor shall adopt and access to persons and records as a result of all contracts or apply data security standards and procedures grants entered into by State agencies or political subdivisions. General Terms and Conditions—(06/16) Page 3 of 5 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 subcontractors,complies with the requirements of Article 2 Record Retention: Records shall not be destroyed, of Chapter 64 of the NC General Statutes. purged or disposed of without the express written consent of the Division. State basic records retention policy Miscellaneous requires all grant records to be retained for a minimum of five years or until all audit exceptions have been resolved, Choice of Law: The validity of this contract and any of its whichever is longer. If the contract is subject to federal terms or provisions, as well as the rights and duties of the policy and regulations,record retention may be longer than parties to this contract,are governed by the laws of North five years since records must be retained for a period of Carolina. The Contractor,by signing this contract,agrees three years following submission of the final Federal and submits,solely for matters concerning this Contract,to Financial Status Report, if applicable, or three years the exclusive jurisdiction of the courts of North Carolina following the submission of a revised final Federal and agrees, solely for such purpose, that the exclusive Financial Status Report. Also, if any litigation, claim, venue for any legal proceedings shall be Orange County, negotiation, audit, disallowance action, or other action North Carolina. The place of this contract and all involving this Contract has been started before expiration transactions and agreements relating to it, and their situs of the five-year retention period described above, the and forum,shall be Orange County,North Carolina,where records must be retained until completion of the action and all matters,whether sounding in contract or tort,relating to resolution of all issues which arise from it,or until the end the validity,construction,interpretation,and enforcement of the regular five-year period described above,whichever shall be determined. is later. The record retention period for Temporary Assistance for Needy Families (TANF) and MEDICAID Amendment: This contract may not be amended orally or and Medical Assistance grants and programs must be by performance. Any amendment must be made in written retained for a minimum of ten years. form and executed by duly authorized representatives of the County and the Contractor. Warranties and Certifications Severability: In the event that a court of competent Date and Time Warranty: The Contractor warrants that jurisdiction holds that a provision or requirement of this the product(s) and service(s) furnished pursuant to this contract violates any applicable law, each such provision contract("product"includes,without limitation,any piece or requirement shall continue to be enforced to the extent it of equipment,hardware,firmware,middleware,custom or is not in violation of law or is not otherwise unenforceable commercial software,or internal components,subroutines, and all other provisions and requirements of this contract and interfaces therein)that perform any date and/or time shall remain in full force and effect. data recognition function, calculation, or sequencing will support a four digit year format and will provide accurate Headings: The Section and Paragraph headings in these date/time data and leap year calculations. This warranty General Terms and Conditions are not material parts of the shall survive the termination or expiration of this contract. agreement and should not be used to construe the meaning thereof. Certification Regarding Collection of Taxes: G.S. 143- 59.1 bars the Secretary of Administration from entering Time of the Essence: Time is of the essence in the into contracts with vendors that meet one of the conditions performance of this contract. 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—(06/16) Page 4 of 5 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 instructions as to the disposition of such property and shall comply with these instructions. Orange County Living Wage: Orange County is committed to providing its employees with a living wage Travel Expenses: Reimbursement, if provided in this and encourages agencies to which it provides funding to Agreement, to the Contractor for travel mileage, meals, pursue the same goal. The County's living wage hourly lodging and other travel expenses incurred in the standard, as adopted by the Orange County Board of performance of this contract shall not exceed the rates County Commissioners annually, can be found in the established in County policy. Orange County Budget Ordinance. To the extent possible, Orange County recommends that the Contractor and all Sales/Use Tax Refunds: If eligible,the Contractor and all subcontractors provide a living wage, as defined in this subcontractors shall: (a) ask the North Carolina section,to their employees. Department of Revenue for a refund of all sales and use taxes paid by them in the performance of this contract, Signatures: This Agreement together with any pursuant to G.S. 105-164.14; and (b) exclude all amendments or modifications may be executed refundable sales and use taxes from all reportable electronically. All electronic signatures affixed hereto expenditures before the expenses are entered in their evidence the intent of the Parties to comply with Article reimbursement reports. 11A and Article 40 of North Carolina General Statute Chapter 66. Advertising: The Contractor shall not use the award of this contract as a part of any news release or commercial advertising. General Terms and Conditions—(06/16) Page 5 of 5 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 ATTACHMENT F 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) Page 1 of 2 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 IL 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 suspension of payment, suspension or termination of grants, or government-wide Federal suspension or debarment (Section 4 CFR Part 85, Section 85.615 and 86.620). FDocuSiigned by: pc s,- CFO Signature A1122C76DF28401... Title Propio L5, LLC 6/25/2025 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:A24A576E-CC4E-4A07-BA5B-5968721C4755 ATTACHMENT G 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 be caused by a conflict of interest. Employees are to avoid any conflict of interest, even the appearance of a conflict of interest. This organization serves the community as a whole rather than only serving a special interest group. The appearance of a conflict of interest can cause embarrassment to the organization and jeopardize the credibility of the organization. Any conflict of interest,potential conflict of interest, or the appearance of a conflict of interest is to be reported to your supervisor immediately. Employees are to maintain independence and objectivity with clients, the community, and organization. Employees are called to Conflict of Interest Policy(06/04) Page I of 2 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 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, �.In f`S� �P�^�( ��S(� , certify that I have read the forgoing information, understand it, and that no conflict of interest exists in the execution of this contract. VA- k f—a� Signature Sworn to and subscribed before me on the L I day of / J r ) 2025. My Commission Expires: 1 -2 �S1 2OZ S nature and Sea SARAH SNOW 'OTARY'� * My Appointment Expires Conflict of Interest Policy(06/04) Page 2 of 2 Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 Propio LS, LLC 10801 Mastin St. Suite 580 Overland Park, KS 66210 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: r 1, being duly sworn, say that I am (� /iS� �ui �s« 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 acknowledge and understand that any misuse of State funds will be reported to the appropriate authorities for further action. Ez -1 9V ✓ ' Signature Sworn to and subscribed before me on the 1 day of , 2025. My Commission Expires: of gnature and Seal) 4+"EO SARAH SNOW MyAppointme t-•- n Expires rLMX 2917 0 z g Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 Exhibit A Propio LS Rates FY 2025-2026 Interpreting Services: On-Demand Phone Interpretation Language Price Unit Spanish $0.44 Per minute Non-Spanish* $0.71 Per minute 3rd Party connect fees NO CHARGE Dual Handset Corded Analog $111.00 Per Phone Phone(optional) Dual Handset Cordless Analog Phone(optional) $52.00 Per Phone Dual Handset Corded VoIP $152.00 Per Phone Phone(optional) • - Options by • Spoken Languages $0.10 Per minute(in addition to stated standard rate) On-Demand . . Interpretation Spanish $0.69 Per minute Non-Spanish* $0.69 Per minute American Sign Language $1.29 Per minute (ASL) 3rd Party connect fees NO CHARGE • Interpreting Spanish $50.00 Per Hour/2 Hour Minimum All Other Spoken Languages $70.00 Per Hour/2 Hour Minimum American Sign Language $90.00 Per Hour/2 Hour Minimum Mileage Fee No Charge Cancellation Fee Appointment cancelled<48 hours Time Booked or Minimum Fee: No Show Fee The patient or provider doesn't show up for the appointment Whichever is greater Emergency,Holiday or After For appointments scheduled<48 hours or outside of business hours,Monday $10.00 per hour Hours Fee to Friday,8 AM to 5 PM,or Holidays Written Document Translation Services: DocumentWritten English(United States) Spanish $0.11 Per word English(United States) Arabic $0.13 Per word English(United States) German $0.25 Per word English(United States) Spanish(Mexico) $0.11 Per word English(United States) Spanish(United States) $0.11 Per word English(United States) Spanish(Puerto Rico) $0.11 Per word English(United States) Persian(Iran) $0.19 Per word English(United States) French(Canada) $0.24 Per word English(United States) French(France) $0.24 Per word English(United States) Hindi $0.15 Per word English(United States) Hmong $0.22 Per word English(United States) Haitian(Creole) $0.27 Per word English(United States) Italian $0.19 Per word English(United States) Japanese $0.26 Per word English(United States) Karen $0.27 Per word English(United States) Korean $0.17 Per word English(United States) Nepali $0.20 Per word English(United States) Polish $0.18 Per word English(United States) Portuguese(Brazil) 1 $0.15 1 Per word Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 Exhibit A English(United States) Portuguese(Portugal) $0.17 Per word English(United States) Russian $0.15 Per word English(United States) Somali $0.22 Per word English(United States) Swahili $0.21 Per word English(United States) Tagalog $0.24 Per word English(United States) Ukrainian $0.17 Per word English(United States) Vietnamese $0.15 Per word English(United States) Chinese(Simplified, PRC) $0.16 Per word English(United States) Chinese(Traditional,Taiwan) $0.18 Per word Minimum Project Fee $75.00 Per language per project Desktop Publishing/Formatting $55.00 Per hour(if applicable) Software Development and Integrations $125.00 Per Hour(if applicable) Rush Processing 15% %Of increase to the total invoice Translation Into English 15% %Of increase to per word rate Licenses Fees for Translation Management Platform VU N/C Translation Memory • Exact Match&Repetitions 70% Discount Fuzzy Match Discounts 60% Discount with 99-95%matches 50% Discount with 94-85%matches 30% Discount with 84-75%matches Updated 6/24/2025. Docusign Envelope ID:A24A576E-CC4E-4A07-BA5B-5968721C4755 DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 76/23/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Lindsay Spencer Arthur J. Gallagher Risk Management Services, LLC a/c"N Ext: 501-664-7705 A/C No):501-664-8052 17900 Chenal Pkwy Ste 100 E-MAIL Little Rock AR 72223 ADDRESS: lindsay_spencer@ajg.com INSURER(S)AFFORDING COVERAGE NAIC# License#:PC-1092395 INSURERA: Federal Insurance Company 20281 INSURED PROPLSO-01 INSURERB: Beazley Excess and Surplus Insurance, Inc. 17520 1 Mastin Blvd LLC 1080 INSURERC:Chubb National Insurance Company10052 10801 Suite 580 INSURERD:ACE American Insurance Company 22667 Overland Park KS 66210 INSURERE: Lexington Insurance Company 19437 INSURER F: COVERAGES CERTIFICATE NUMBER:1693618253 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DDIYYYY MM/DDIYYYY C X COMMERCIAL GENERAL LIABILITY Y D02997290 5/31/2025 5/31/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR PREM SES�RENTE a o_cur ence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑ PRO- � JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 73652100 5/31/2025 5/31/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLA LAB X OCCUR 5672-97-00 5/31/2025 5/31/2026 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$n $ A WORKERS COMPENSATION Y 7184-4425 5/31/2025 5/31/2026 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Cyber/Professional Liability D37889250201 5/31/2025 5/31/2026 Limit 5,000,000 D Foreign General Liability PHFD02261261001 5/31/2025 5/31/2026 Each Occ/Gen Agg 1000000/2000000 E Excess Cyber/Professional Liab 01-449-02-82 5/31/2025 5/31/2026 Limit 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Named Insureds Include: Propio LS, LLC American Sign Language Services, Inc. United Language Group, Inc. Elahi Enterprises,LLC Orange County,its officers,agents,and employees are designated as additional insureds where required in written contract as respects General Liability. Waiver of Subrogation as applies in favor of certificate holder where required in written contract as respects Workers Compensation. In no event shall coverages exceed the limits,terms,or conditions of the policies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County ACCORDANCE WITH THE POLICY PROVISIONS. 300 West Tryon Street PO Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough NC 27278 xv-- I;K ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD