AGREEMENT FOR NON-P ROFIT ACE CY SERVICES

THIS AGREEMENT ( .. Agreement") is entered into by and between Manatee County, a political subdiv ision of the State of Florida, hereinafter referred to as the "County" and Community Haven for Adults and Children with Disabilities, Inc., a not for profit corpo ratio n, existing under the laws of the State o f Florida, hereinafter referred to as "Agency", as of October I, 20 16.

WHEREAS, the Co unty is a politi ca l subd ivision of the State of Florida empowered to provide social support services to disadvantaged or at ri sk residents of Manatee Co unty, Florida to promote the general health, safety, and welfare ; and

WHEREAS, the Agency is a not for profit corporation organized under the laws of the State of Florida for the purpose of providing social support services to disadvantaged or at risk residents of Manatee County, Florida; and

WHEREAS, it is in the best interest of the health, safety and we lfare of the res idents of Manatee County, Florida, and serves a valid public purpose, for the County to enter into this Agreement with the Agency to provide funding for th e "Program" of services, as further defined herein, to be provided by the Agency to res idents of Manatee Co unty .

NOW, THEREFORE, in consideration of the mutual covenants, promises, and representat ions contai ned herei n, the part ies hereto agree as follows:

ARTICLE I: SCOPE OF' SE RVI CE. The Agency covenants and represents to County that Agency shall provide a program of serv ices as described in Attachment A, hereinafter referred to as the "Program."

ARTI CLE 2: CONTRACT DOCUM ENTS. The Agency shall comply with the fo ll owing attachments which are attached and made a part of this Agreement:

Attachment "A" - Program Description Attachment "B"- Payments Attachment "C"- Special Conditions Attachment" D" - Insurance Certificate

In the event of a co nfli ct between the terms and conditions pro vided in the body of thi s Agreement and any attachm ent or exh ibit hereto, the provisions contained within the body of thi s Agreement shall prevail unl ess the term or provision in the attachment or exh ibit specifically states that it shall prevail.

ARTI CLE 3: LIMITATION OF' COSTS AND PAYMENTS. Agency shall be paid by County an amou nt not to exceed $36,41 9 in accordance with Attachment B for the provision of the Program . No agent or employee of the Co unty may authori ze an increase in the above amo unt. Any increase in total compensation must be authorized in writing pursuant to a written amendment to thi s Agreement approved by the Board of County Comm issioners.

ARTICLE 4: CONTRACT DURATION; SU BJ ECT TO BUDGET AND APPROPRIATION. i. Unl ess renewed or terminated as provided in thi s Agreement, thi s Agreement shall remain in full force

and effect for a period of one ( I) year, commencing on October I, 20 16 and ending on September 30, 20 17. The Program, whether provided before or after the executi on of this Agreement, sha ll be provided by the Agency in accordance with al l requirements and terms of thi s Agreement.

ii. This Agreement may be renewed by written amend ment for one additional term of one ( I) year, for a maximum total of two (2) years.

iii. T hi s Agreement (incl ud ing without limitation the obligation o f the Co unty to pay the amount set forth in Article 3) if executed prior to October I, 20 16, is subj ect to and conti ngent upon the County ' s Board of County Comm issioners budgeti ng and appropr iat ing sufficient lega lly avai lab le revenues fo r the 20 16/17 County fiscal year (and for the subsequent fi scal year, if thi s Agreement is renewed pursuant to Secti on 4.ii , above) to fu nd such payments. Accordi ngly, the Agency shall not commence the services to be provided hereunder unless and until the County provides Agency with written notice to commence services, whi ch shall serve as confirmation that s uch

funds have been budgeted and appropriated. Such written noti ce sha ll constitute a condition precedent to the effectiveness of this Agreement. In the event that the Co unty does not provide such wri tten co nfirmati on on or before September 30, 20 16, thi s Agreement shall be of no effect.

ARTICLE 5: TERMINATION. i. Thi s Agreement may be terminated by either party for any reason or for no reason by giving to the other

party no less than thirty (30) days written notice of intent to te rminate. County may te rminate thi s Agreement immediately by delivery of written notice to Agency upon determining tha t Agency has fail ed to comply w ith the terms of thi s Agreement. If Agency fa il s to comply with the terms of this Agreement, the County Ad mini strator may, upon written notifi cation to Agency withho ld payment until Agency comp li es with the condi tions or terms. The notice sha ll specify the manner in whi ch the Agency has failed to compl y with this Agreement.

ii. Upon expiration or termination of thi s Agree ment for any reason, the Agency sha ll prepare a ll final reports and documents required by the term s of the Agreement up to the date of termination. Agency's final request for payment and other documents required shall be submitted to Cou nty with in thirty (30) calendar days after termination of thi s Agreement. County sha ll not be respons ibl e for any charges, claims or demands not rece ived within the thirty (30) day period.

iii. In the event that this Agreement encompasses multiple programs (Attachm ent A I, A2 etc.), any single Program may be terminated consistent with Artic le 5, Termination, and a ll terms and cond itions of this Agreement shall remain in fu ll force and effect to the extent they apply to any Program (s) that has not been terminated.

ARTICLE 6: NOTICES. A ll noti ces or written communi cations required or permitted hereunder shall be deemed to have been g iven when received if hand de li vered or when depos ited in the U.S. mail , postage paid and addressed as follows:

If mailed to Agency:

If by hand delivery:

If mailed to Cou nty:

If by hand delivery:

Community Haven for Ad ults and Children with Disabiliti es, Inc. ATTN: Executive Director 4405 Desoto Road Sarasota, FL 34235

4405 Desoto Road Sarasota, FL 34235

Manatee Co unty Community Serv ices Department ATTN : Director P.O.Box 1000 Bradenton, FL 34206

Manatee County Co mmunity Services Department I 11 2 Manatee Avenue West Sui te 303 Bradenton, FL 34205

Notice of terminati on or w ithholding of payment sha ll be served by cert ified or registered mail , return receipt req uested or by hand de li very . Either party may designate a different recipient or address by written noti ce to the other party.

ARTICLE 7: GENERAL CONDITIONS.

A: MAINTENANCE OF RECORDS; AUDITS i. Agency shall mainta in records, accounts, property records, and personnel records in acco rdance with

generally accepted account ing princip les, as deemed necessary by County to assure proper acco unting of fund s and com pliance with the provisions of thi s Agreement.

ii. Agency sha ll provide County ' s representative a ll necessary information, records and contracts required by this Agreement as requested by County ' s representati ve for monitoring and eva luatio n of services within three (3) business days fo ll owing the date of such request, or as otherwise ag reed upon with County 's Representative. Agency's information sha ll be made available to County for audi t, inspection or copy ing during normal business hours and as often as County may deem necessary, except for client records protected by c lient confidenti a lity rules

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or regulati ons establi shed by State or Federal law. In cases where client confi denti a li ty applies, Agency shall prov ide requested records in a fas hion which maintains confid entia lity. County shall have the right to obtain and inspect any audi t pertai ning to the perfo rm ance of thi s Agreement or Agency made by any local, State or Federal agency. Agency shall reta in a ll of its records and supporting docu ments related to thi s Agreement in accordance w ith a ll app licable laws, rules and regulations; in the absence of any other requi rement, such reco rd s and supporting documents will be reta ined by Agency fo r at least three years a fter the terminati on of thi s Agreement.

iii . Prior to receiving any funds under this Agree ment Agency shall provide the fo ll owing:

I . Agency who at any time in the past 2 years or is ex pected in the current year to have a budget of $ 1,000,000 or more shall submit an audi ted fin ancial statement and re lated management letters received, not more than two years old, fro m an independe nt certifi ed publi c accountant registered in the State of Florida.

2. Agency who in the past 2 years and the current year has a budget of less than $ 1,000,000 shall submit a co mp ilation, not more than two years old, from an independ ent certifi ed publi c accountant registered in the State o f Florida.

iv. The submi ss ion of docum entati on by Agency shall serve as agency's certifi cati on and representati on that the info rmation contained therein is true and correct. Agency recognizes that County has re lied upon or w ill re ly upon audits provided by Agency in making its determination to provide funds to Agency in the manner provided in th is Agreement and if at any time County determines that the informati on subm itted is not true and correct, Co unty may immediately terminate thi s agreement and seek to recover any funds pa id to Agency.

v. All fo rms referenced in thi s Agreement not a ttached herein sha ll be prov ided or approved by County's Representative and shall be compl eted and submitted by Agency to Co unty as requested.

B: PUBUC R ECORDS. By accepting award of thi s Agreement, Agency acknowledges that the porti on of its books and records re lated to its contracting acti vities with County may become subj ect to inspecti on and copying under the Florida Public Records Act, and that it will in all respects comply with any requi rements of that Act.

W ith respect to the services prov ided pursuant to th is Agree ment, Agency shall co mply with the req uirements of the Florida Public Records Law as specifically set forth in Florida Statute 11 9.070 I.

FOR PURPOSES OF RESPONDING TO PUBLIC RECORDS REQUESTS, AGENCY MAY CONTACT THE COUNTY'S RECORDS CUSTODIAN INDICATED BELOW:

Deborah M. Scaccianoce Records Division Manager P.O. Box 1000 Bradenton, FL 34206 debb ie. caccianoce@. mvmanatee.org 94 1-742-5845 (x 5845)

C: COMPLIANCE W ITH LAWS; NON- DlSCRJ MINATION. T he performance of thi s Agreement shall be in com pliance with a ll app licable laws, orders and codes of Federal, State, and loca l governm ents and the Ameri cans with Disabiliti es Act. Additionally, Agency covenants and agrees that no person shall on the grounds of race, creed, co lor, di sabi li ty, national origin, sex, age, political affili ati on or be li efs be exc luded fro m partic ipati on in, be denied the benefits o f emp loyment by agency, or be subjected to di sc ri mination under any program or acti vity fund ed in who le or in part with funds made avai lable by the County in any manner that is in vio lation of any prov is ion of the Constitutions of the United States and the State of Florida, or any appli cable code, rules or laws.

D: LICENSES. Agency shall obtain any licenses requ ired to provide the Program and maintain full com pliance with any li censure requirements. Copies of reports provided to or by any licensing or regul atory agency shall be made available upon request of County's Representa ti ve.

E: CO TRA CT UAL LI A BILITY. The re lati onshi p of the Agency to the County shall be that o f an independent Contractor. oth ing herei n contained shall be construed as vesting or delegating to the Agency or any of the offi cers, empl oyees, personnel, agents, or subcontractors of the Age ncy any rights, interest or statu s as an

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employee of the County. The Cou nty shall not be liab le to any person, firm or corporation that is em ployed by, contracts with or provides goods or serv ices to the Agency in connecti on with the Program or for debts or claims accrui ng to such parties. Agency shall promptl y pay, discharge or promptly take such act ion as may be necessary and reasonable to settl e such debts or claim s.

F: SUBCONTRACTORS. A part of the co nsiderati on provided by County hereunder is based upon the need to establish and maintain a fi scally sound not-for-profit entity to prov ide the Program to serve the interests and welfare of the residents of Manatee County. Therefore, Agency agrees that the Program shall be provided by vo lunteers or employees of Agency, and not by subco ntractors (except as authorized in Section 7 of the Special Conditions). Nothing herein shall preclude employment of personne l through a lease or similar an·angement with th e approval of County's representat ive, or contracts or leases for materi als, supplies, faci liti es and other support services for Agency's program .

G: NON-ASSJGNABILJTY. Agency may not assign, transfer, or encumber this Agreement or any ri ght or interest in thi s Agreement.

H: AGENCY'S REPRESENTATIVES. Within thirty days from the date of execution of this Agreement by both parties, Agency shall provide the County with a li st of representatives authorized to act on behalf of the Agency. T he list of authorized representatives shall be approved by the Agency's Board of Directors.

1: AGENCY'S DIRECTORS. Agency ' s paid staff shall not be a voting or el ected member of the Agency's Board of Directors, and its directors shall not have, by virtue of their employment, recurring conflicts of interest between their employment and their legal du ties to the Agency. To avoid conflicts in the contract monitoring process, no current officer or employee of the Manatee County Community Services Department may serve on Agency's govern ing board.

J: OTHER OBLIGATIONS OF AGENCY. i. Age ncy shall use its best efforts to attend and parti cipate In meetings regarding county fundin g, as

req uested by the County 's Representati ve.

ii. Agency shall maintai n tax-exempt status under the In ternal Revenue Code.

iii. The funds paid to Agency by County are not for the benefit of any individual but are provided to assist Agency in developing and maintaining a program of services deemed beneficial to the health, sa fety and welfare of the co mmunity . Matters contained in this Agreement such as target populations, client eligibili ty and unit of servi ce costs whether covering a ll or a portion of Agency' s cost of providing the Programs, are provided to apporti on payment to Agency and represent the minimum leve l of service Agency must prov ide during the term of this Agreement.

iv. Payment of County funds for thi s program is for the actual expenses associated with the Program. T he parties acknowledge that payment for part of the cost of the Program may be available from other governm ental or third party sources. If Agency receives such revenues which then exceed the actual Program cost, Agency shall noti fY County' s Represen tat ive and shall coordinate the appropriate refund of County fu nds or reduction in County payments.

v. Agency Bylaws shall be approved by the Agency's Board of Directors. County shall be provided with copies of Agency bylaws, and any amendm ents thereto upon request by County Representative.

vi. Agency shall maintain all Board of Director 's minutes, and any referenced fin ancial, staff and other committee reports, and shall make availab le upon request by County Representative.

ARTICLE 8: INDEM IFICATlON. Agency shall indem nity, keep and save harmless, and defend the County, its agents, officials and empl oyees, against a ll injuries, deaths, losses, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may accrue against the County ari sing out of the performance of or failure to perform the Program required by this Agreement or the terms of this Agreement, whether or not it shall be a ll eged or determined that the act was caused through negligence or om ission of the Agency or its employees, or of the subcontractors or its employees, if any. Agency shall pay a ll charges of attorneys and all costs and other expenses incurred in connecti on therewith, and if any judgment shall be rendered against the County in any such action, the Agency shall, at its own expense, satisfy and di scharge the same. Any performance bond or insurance protection required by this Agreement, or otherwise provided by Agency, shall in no way limit the responsib ili ty to

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indemnify, keep, and save harm less and defend the County as herein provided . The indemnity hereunder shall continue until such time as any and all claims arising out of Agency's performance or fa il ure to perform under thi s Agreement have been fina ll y sett led, regardless of when such cla ims are made.

In the event th at any action, suit or proceeding is brought aga inst the Co unty upon any liab ility aris ing out of this Agreement, County shall give notice thereof in writing to Agency at the above li sted address. Upon receipt of notice, Agency, at its own expense, may defend against such acti on and take all such steps as may be necessary or proper to prevent a judgment against the County. othing in thi s Agreement shall be deemed to affect Co unty's right to provide its own defense and to recover from Agency attorney ' s fees and expenses associated with such representation or the ri ghts, pri vi leges and immuni ties of the County as set forth in Florida Statute 768.28.

ART ICLE 9: INSURANCE. Without limiting any of the other obligations or liabilit ies of the Agency, the Agency shall , at the Agency's so le expense, procure, maintain and keep in force amounts and types of insurance confo rming to the nature and type as set forth in Attachm ent D. Agency shall provide a Certifi cate of Insurance as evidence of coverage, a long with al l ap pli cable end orsements, and made part of this agreement as Attachment "D" to inc lude:

i. Co mm ercial General Liability in an amount not less than $ 1,000,000 per occurrence and in the aggregate; and

ii. Professional Liability Coverage in an amou nt not less than $1,000,000 per occurrence.

Until such tim e as the insurance is no longer required, the Agency shall provide the County wi th renewal or replacement certificates of insurance not less than the day prior to the exp iration or rep lacement of the insurance for whi ch a previous certifi cate has been provided. In the event a renewal or repl acement certificate is not available Agency shall , not less than the day prior to expiration of any existing po licy, provide County with evidence of a binder proving continuatio n of coverage and a new certificate as reasonab ly soon as possib le.

Manatee County, a political subdivi s ion of the State of Florida, shall be nam ed as an additional insured on the certificate of insurance evidencing commercial general liability coverage, and entitled to notice of cancellation or termination . County shall be under no obligation to pay agency for any services provided or for any costs associated with Agency's Program for any period of time not covered by the insured required under thi s Agreement.

Agency shall immediately notify County upon lapse in the coverages required by this Agreement or cancellation of any of the insurance po licies. Agency shall not provide any services under this Agreement during any such period of lapse or after cancellation of the insurance coverages req uired herein without the express written permission of the County's representative.

A RT ICLE 10: CO UNTY'S REPRESENTAT IVE. T he Director of Co unty's Community Services Department or such other employee as may be designated in writing by the County Admi nistrator shall serve as the County's representative and is authorized to interpret th is Contract and designate such add itional employees as may be required to mon itor Agency's performance, provide technica l ass istance, and assum e other administrati ve duti es associated with the imp lementation of this Agreement. Disputes over any provision not sati sfactorily reso lved with the County's representative shall be referred to the County Administrator or hi s designee.

ARTI CLE II : AMEN DMENTS. This Agree ment may not be modified, amended or extended orally. This Agreement may be amended only by written agreement approved by the governing bodies of both parties.

ARTI CLE 12: SEVE RABI LITY. In the event that any paragraph of thi s Agreement is adjudged by a court of competent juri sd iction to be invalid, such adjud ication shall not affect or nu ll ify the remaining paragraphs hereof, but shall be confined so lely to the paragraphs invo lved in such dec is ion.

ARTI CLE 13: HEA DINGS. A ll articles and descriptive headi ngs of paragraphs in this Agreement are inserted for convenience on ly and shall not affect the constructi on or interpretation hereo f.

ARTICLE 14: CATASTROPHI C EVENTS. No party sha ll be liable for any fai lure to perform, or delay in the performance of, any obligation under this Agreement if such fai lure is caused directly by a hurricane, tornado, fire , earthquake, civil co mm otion or fa ilure or disruption of utility services, or other cause beyond the reasonable control of the party obliged to perform .

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ARTICLE 15: DISCLAIMER OF THIRD-PARTY BENEFICIARIES. T his Agreement is so lely for the benefit of the parties hereto, and no ri ght, privilege, or cause of acti on shall be reason hereof accrue upon, to, or for the benefit of any third party, including without limitation any subcontractors of the Agency and any providers of promotional, advertisi ng or other services, or goods, purchased by the Agency. Nothing in th is Agreement is intended or shall be construed to confer upon or give any person, corporation, partnershi p, trust, private entity, agency, or other governm ental enti ty any right, privilege, remedy, or claim under or by reason of th is Agreement or any provisions or conditions hereof.

ARTICLE 16: CONSTRUCTION. T hi s Agreement represents the full agreement of the parties . Each of the parties hereto has had equal input in to drafti ng of this Agreement such that no provision of this Agreement shall be construed strictly agai nst one party as the drafter thereof.

ARTI CLE 17: WAIVERS. Ne ither thi s Agree ment nor any portion of it may be modified or waived orally. However, each party, thro ugh its governing body or properly authori zed officer, shall have the ri ght, but not the ob ligation, to waive, on a case-by-case basis, any right or condition here in reserved or intended for the benefi t or protection of such party without being deemed or considered to have waived such right or cond ition for any other case, situation, or circumstance and without being deemed or considered to have waived any other right or cond ition. No such waiver shall be effective unless made in writing with an express and specific statement of the intent of such governi ng body or officer to provide such waiver.

ARTI CLE 18: GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the State of Florida. Venue for any act ion to enforce any of the provisions of this Agreement shall be in the C ircui t Court of the Twelfth Judicial Circuit in and for Manatee County, Florida, or, to the extent any proceeding is removed to federal court, the Uni ted States District Court for the Middl e District of Florida, Tampa Divis ion.

ARTICLE 19: REMEDIES. Each party hereto shall have such remedi es as are availab le pursuant to app li cable law fo r any breach or non-perform ance by the other party.

ARTICLE 20: ATTORNEYS FEES AND COSTS. Each party hereto shall be so lely responsible for payi ng its attorney 's fees and costs in any di spute, litigation, di spute reso lut ion proceeding, sett lement negotiation or pre-litigation negotiation ris ing under thi s Agreement.

ARTICLE 21: EFFECTIVE DATE. This Agreement shall take effect as of the date set forth above.

ARTI CLE 22: AUTHORITY TO EXECUTE. Each of the parties hereto covenants to the other party that it has lawful authority to enter into this Agreement and has authorized the execution of this Agreement by the party's authorized representat ive.

IN WITNESS WHEREOF, the parties hereto have caused thi s Agreement to be duly executed, In

duplicate, by their authorized representatives, effective as of the date set fo rth above.

WITNESSES: \)

Sign Name: lLdl.M/( ~ PrintName: s·f'ewa ~D{C

s;g, Nome~ L;t Print Name: ~C.-e._\

:~g;._e~ Print Name: <Bfa.J. -s Cf\£-.S

Titl e:lfes\(.l€1\..J. t- CF-e>

Phone Number: qt..{/- 'Ss-s--~~c._s

MANATEE COUNTY, FLORIDA

Dan Schlandt, Deputy County Administrator

Date ofExecuti on: 14· 2.'5·/ 6'

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ATTACHMENT A PROGRAM DESCRJPTION

COMMUNJTY HAVEN FOR ADULTS AND CHILDREN WITH DISAB ILITIES, INC. TRANSITIONS-MCG CS

I. PROGRAM DESCRIPTION: a. Agency shall provide co llege or career transition services, hereinafter "Program".

2. TARGET POPULATION: a. This program shall serve Manatee Cou nty residents ages I 4 - 17 years with a documented

developmental or medical disability, enro ll ed in Exceptional Student Education (ESE) and an Individ ual Education Plan (IEP), hereinafter, "Client".

b. Agency wi ll serve I 00 undupli cated cli ents during the course of this agreement. i. An unduplicated client is one which is only counted I time during the period of this

agreement regardless of the number of services they receive.

3. LOCATION/HOURS OF SERV ICE: a. Serv ices will be provided at the following location(s):

i. Community Haven- Selby Teen Services building - 4405 Desoto Road, Sarasota, FL ii. Client' s high schoo l

iii . Various com munity locations as schedu led by agency b. The Program wi ll be provided at the fo ll owing time(s):

i. During school hours ii . After schoo l, weekends, and summ er as schedu led by agency

c. Other locations and times may be requested by the agency in writing. Changes are not approved until the County Representative has approved them in writing.

4. SERV ICES: a. Program shall provide one or more of the fo ll owing services to a c lient:

1. Graduation plans that include career or secondary educatio n assessments. 11. Job readiness skill s that includes application and resume preparation and communication

skills for the interview process. 111. On-line tours or field trips to colleges or vocational training sites. 1v. Activities to build se lf-esteem, se lf-advocacy, and personal leadership skills. v. Paid summ er internships, mentoring on high school graduation requirements, and job

shadowing opportunities.

5. PROGRAM QUALIFICATIONS: 1. Program shall utilize the High School/High Tech curriculum from the U.S . Department of

Labor designed for students with disabilities who want to pursue a post-secondary education.

11. Program shall utili ze the Work Trek curriculum designed for students with di sabi liti es who want to pursue a career.

6. OUTCOME MEASUREMENTS: a. Agency will monitor and measure the fo ll owing outcomes and report them quarterly.

i. Clients will increase their knowledge about graduation requ irements to obtai n a higher education and/or career.

11 . Clients wi ll increase their knowledge of community based learning and career exp lorations.

7. UNIT OF SERVICE: A unit of service shall be defined as a one day of program operation where services are provided in accordance with Attachment A.

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ATTACHMENT B PAYMENTS

COMM UN ITY HAYEN FOR AD ULTS AN D C HILDREN WITH DISAB ILITIES , INC. TRANSITTONS-MCG CS

Agency shall be paid by the County an amount not to exceed $36,4 19 for the program as specified below:

I . Agency shall prov ide 24 1 units o f serv ice, during the term of the Agreement.

2. Agency shall be paid by the County in the amount o f $ 151.1 2 for each unit o f service provided in acco rdance with Article 1, Attachment A and documented in accord ance with Attachment C.

3. Age ncy shall be paid monthly fo r the actual number of units of service it has provided . a. The total of all payments shall not, at any point in time, exceed the cumulative amounts li sted

be low:

October $ 3,034 April $2 1,23 8 November $ 6,068 May $24,272 December $ 9, 102 June $ 27,306 January $ 12, 136 July $30,340 February $ 15, 170 August $ 33,3 74 March $ 18,204 September $36,41 9

4 . It is recomm ended that Agency Payment Requests, as described in Attachm ent B, be submitted to the County by the 15th o f each month. Agency payment requests are processed in the order they are received by the County. Once processed by the Manatee County Co mmunity Services Departm ent, the Clerk of the Court s has 45 days to process the payment.

5. Within 15 calendar days after expiration of the Agreement, the Agency shall render a fin al and co mplete Age ncy Payment Request. County sha ll not be responsible fo r the payment of any charges, claims or demands of the Agency not received within said fifteen day peri od.

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ATTACHMENT B MANATEE COUNTY BOARD OF COUNTY COMMISSIONERS

AGENCY PAYMENT REQUEST

NON-PROFIT AGENCIES

AGENCY: ____ ~C~om~m~u~ni~tyLH~~av~e~n~fu~r~A~d~u~lt~s~an~d~C~h~i~ld~re~n~w~i~th~D~i s=ab~i~lit=ie~s~, l~n=c·~-------------------

PROJECTNUMBER: __ ~l ~04~-~00~1~5~00~2~---------------------------------------------

PROGRAM: ___ T~r~a~ns~it~io~n~s-~M~C~G~C~S~-----------------------------------------------

PAYMENT REQUEST FOR MONTH OF: --------------------------------------------

SECTION I: AGENCY PAYMENT REQUEST ( I) (2) (3) (4)

REQUEST THIS TOTAL REQUESTED BALANCE PERIOD FUN DfNG YEAR-TO-DATE OF FUNDS

$ $ 36,4 19 $ $

SECTION 2: CLIENT SERVICES (5) (6) (7) (8) (9) ( I 0) ( II )

UNIT UNIT Y-T-D TOTAL

TOTAL % OF

% OF CONTRACT TOTAL TH IS PLAN

COST TOTAL PRIOR PERIOD

Y-T-D ACHIEVED

TIME ELAPSED

$ 151.12 24 1 % %

SECTION 3: SUPPORTING DOCUMENTATIO Attach: Documentation as required in Agreement Attachment C: Special Conditions.

PREPAREDBY: ______________________________________ DATE: ______________ __

I attest that the informati on presented in this Agency Payment Request is true and accurate to the best of my knowledge.

AUTHORIZED SIGNATURE:----------------------------- DATE: ______________ __

(SUBMIT I ORIGINAL-SIGNATURE BLUE INK AND 2 PHOTOCOPIES OF REPORT WITH I COPY SUPPORTfNG DOCUMENTATION ATTACHED TO EACH)

DO NOT WRITE BELOW THI S LINE

HSD CONTRACT MANAGER: _____________________________ DATE: ________________ _

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2.

3.

I.

II.

Ill.

I.

ATTACHMENT C SPECIAL CONDITIONS

COMMUNITY HAYEN FO R ADULTS AND C HILDREN WITH DISABILITIES, INC. TRANSITIONS- MCG CS

l . Agreement Deliverables: The Agency shall submit the following documents:

Please note that failure to submit any document as required shall result in payment processing being delayed until the Agency is in compliance with the agreement.

a. Agency shall provide each month with their payment req uest: i. T hree copies of the Monthly Unit Tracking Form, which shall serve as report of units of

service performed during the reporting period. The fo rm at of the Unit Tracking Form must be approved by the Co unty Representative and contain the following information:

l . Agency name and program title 2. Date of service 3. Typeofservice 4. Num ber of clients for each date of serv ice 5. Total nu mber of un its

11. One copy of the following information from the reporting period:

Monthly Reports Title Requirement/Description

Anticipated Agency shall report anti cipated difficu lties meeting co ntractual requi rements by Di ffic ulties the end of the contract year.

Direct Program Staff Agency shall li st a ll direct program staff

Changes in Staff Agency shall report changes in staff fi·om Agency's proposal for fund ing during the contract term. (Inc lude staff vacancies or changes wh ich affect the Program).

b. Agency shall submit the following reports quarterly through ODM and retain verification on site fo r review upon request by the Coun ty:

Quarterly Report Due Dates Quarter 1 Quarter 2 Quarter 3 Quarter 4 (Oct-Dec) (Jan-Mar) (A pr-Jun) (Jui-Sep)

Due: Jan 30,2017 Due: Apr 30, 2017 Due:Jul30,201 7 Due: Oct 30, 2017 Title Requirement/Description

Program Quarterly Agency shall report quarterly all actual program revenue (by source) and actual Expenditure Report expenditures (by line item). Quarterly Outcomes Agency shall track and report program outcome results fo r the c lients served for

Report Form the quarter. Quarterly Children 's Agency shall provide a report on und uplicated clients rece iving services during

Services Cli ent the term of this agreement (updated each quarter report ing new clients only) to Demographics Report include the following demographics : Gender, race, age, and zip code.

c. Agency shall submi t the fol lowing documentat ion as indicated :

Other Documents Re_quired Title Requirement/Description

l. Agency shall subm it Comm ercial General Liability insurance in accordance with Article 9.

2. Notwithstand ing the provisions set fo rth in Artic le 9, the requirement for Agency to procure, maintain and keep in force, Profess ional Liability

Insurance Coverage (i ndicated in Art ic le 9 item B) is waived for the duration of this agreement.

3. Agency shall , not less than the day prior to expiration of any existing po licy, provide County w ith evidence of a bi nd er proving conti nuation of coverage and a new certificate as reasonably soon as possible. In accordance with Article 9.

10

ii .

iii .

IV.

I .

II.

Ill.

IV.

Fi nancial Audit Financial audits shall be submitted in accordance with Art ic le 7, A, iii. Authorized An Authorized Representative letter (listed by position) shall be submitted within

Representatives 30 days of execution in accordance with Article 7, H.

Release of Information Must be submitted within 30 days of agreement execution and approved by the county representative.

2. Agency shall maintain program files and/or individual client fil es documenting services provided. a. County's Representative shall have the option of reviewing the contents of the files . b. Agency shall have the fo llowing information avai lable during a ll si te vis its:

Site Visit Documentation: Title Requirement/Description

Cli ent ID Agency shall use a consistent method for identifying clients which meets the 1-liPAA requi rements in Attachment C, 6.

Release ofinformation Agency shall present a signed Release of Information prior to any information being reviewed. See Attachm ent C, 5.

Residency Verification C lient res id ential addresses with zip codes. P .O. Boxes are not considered a residential address.

Client Fi les Agency Files • Enrol lm ent application, c li ent name, • None required.

birthdate, and complete address. Program Services • Release of information

Documentation • Eligib ility documentation of identified disability, ESE enrollment, and copy of IEP.

• Dates and type of service

3. Documents submitted to the County or retained as part of client/agency files as a part of this agreem ent may be modified by the County Representative with written notice to the agency.

4 . County ' s Representative has the authority to request additio nal information for County ' s periodic reviews, Agency Payment Request approval, site visits, annual monitoring, and other Agreement related tasks.

a. County's Representative shall have the authority to approve the final format of requested information.

5. Because the serv ices provided by Agency are funded in whole or in part by the County, Agency agrees to require each client receiving serv ices (or legal guardian of client where applicable) to execute an Acknowledgement and Consent to Release Records form.

a. The form shall contain an acknowledgement of the client or guardian that he/she understands that the Cou nty 's Representative may request access to any or a ll Agency records relating to the program and/or the delivery of serv ices for the purposes of evaluating or monitoring the program or delivery of service to the cli ent, and that he/she consents to the re lease of records for these purposes.

b. The form shall also inform the client or guardian that to the extent records are provided to the County, same shall become public records and may, subj ect to any applicable state or federal exemptions, be inspected or copied by third persons.

c. The form shall be drafted by the Agency, and must be reviewed and approved by the Coun ty ' s Representative prior to use.

d. County's Representative may waive this requirement for gro up educational and similar programs.

6. Hea lth Insurance Portability and Accounta bility Act CHIPAA): To the extent Agency is defined as a Covered Entity by the Health Insurance Portabi lity and Acco untabi lity Act of 1996, as amended (HIPAA), Agency shall carry out its ob ligations under thi s Agreement in compli ance wi th the record security and privacy regulations estab lished by HIPAA to protect the privacy of any personally identifiable protected health information (PI-ll) that is collected , processed or learned as a result of its performance of the Serv ices provided hereunder. In conformity therewith, Agency shall:

a. Not use or furth er disc lose PHI except as permitted under thi s Agreement or required by law; b. Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by this

Agreement;

[ [

c. Mitigate, to the extent practicable, any harmful effect that is known to Agency of a use or disc losure of PH I by Agency except as permitted by th is Agreement.

d. Report to County any use or disclosure of PHI not provided for by thi s Agreeme nt of which agency becomes aware.

e. Make its internal practices, books, and reco rds relating to the use and disclosure of PHI avai lable to the Secretary of Department of Health and Human Servi ces for purposes of determin ing County and Agency's compli ance with HIPAA.

f. Agency , its empl oyees and agents are only perm itted to use or disclose PHI related to treatment of a patient to which they provided care in accordance with the HIPAA during its association with County.

g. Agency will compel employees and agents to sign acknowledgements of receipt of, and understanding of, a ll rul es and regulations related to HIPAA.

h. Agency will also take appropriate disciplinary actions against employees and agents who viol ate HIPAA regulations.

i. Agency will insure all relevant empl oyees and agents will have been instructed in HIPAA compliance prior to performing Serv ices related to PHI records. Agency wi ll assume all expense fo r such training.

j . Notwithstanding any other provision of thi s Agreement, Agency agrees to hold harml ess and indem nifY County from any civi l or administrative action, fin e or penalty resulting from a breach of patient privacy by Agency, its agents or employees.

k. In addition to the forego ing, to the extent Agency is a HIPAA Covered Entity or Business Assoc iate, Agency must enter into a HIP AA business associate agreement with any Business Associate or subcontractor whi ch will have access to PHI , and shall prov ide County, upon County's request, cop ies of same.

7. Agency shall include a minimum of one voting member on its Board of Directors who is a resident of Manatee Co unty. In the event Agency is unable to meet thi s condition, Agency shall provide written explanation to County's Representative.

12

ATTACHMENT D INSURANCE CERTIFICATE

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13

October 25, 2016 - Regular Meeting Agenda Item #17

Subject FY 2016-17 Non-Profit Agency Funding Agreements Briefings None Contact and/or Presenter Information Cheri Coryea, Director, x 3468 Allen Donahue, Human Services Program Manager, x 3467 Action Requested Authorization for the County Administrator to execute FY 2016-2017 Non-Profit Agency funding agreements for the time period October 1, 2016, through September 30, 2017, with the Agencies listed below, in the respective amounts. Enabling/Regulating Authority F.S. 125 Background Discussion

● Funding for these non-profit programs has been allocated in the budget for FY17, which was approved by the Board of County Commissioners on 9/15/16.

● Funding agreements are needed to provide an appropriate funding mechanism and service level accountability for FY17.

● Funded agencies are visited during the contract year by Community Services Department staff conducting program monitoring.  Desk reviews are conducted monthly.

● Sample agreement attached.

Children's Services Fund

Agency Program Funding Amount

Big Brothers/Big Sisters Site-Based Mentoring $37,000

Big Brothers/Big Sisters Juvenile Justice Mentoring Initiative $35,000

Community Haven Selby Preschool: Therapists & Behaviorist $6,804

Community Haven Transitions - CS $36,419 Early Learning Coalition Early Care & Education $2,182,967 Easter Seals Children's Therapy Center $49,900 Easter Seals Project Rainbow Respite $48,000 Family Network on Disabilities More Alike Than Different $28,500 Family Network on Disabilities Pediatric Enrichment $30,000

Manatee County Government Administrative CenterCommission Chambers, First Floor

9:00 a.m. - October 25, 2016

Family Network on Disabilities Parent Mentoring & Support $14,000 Feeding Empty Little Tummies Weekend Meals $100,000 Insight Counseling Services SOAR $85,720 Manatee Community Action Agency

CATCH Speech/Language Evaluation $91,393

Manatee Community Action Agency Healthy Families Manatee $218,750 Manatee Community Action Agency Head Start/Early Head Start $100,000 Manatee Community Action Agency HIPPY $179,825 Manatee Community Action Agency Parents as Teachers $100,000 Manatee Community Action Agency Teaching Our Toddlers $91,955 Manatee Community Action Agency Whole Child Manatee $251,582 Myakka City Community Ctr MAC $132,002 SMART Therapeutic Horseback Riding $12,500 Tallevast Community Center After School Enhancement $90,000 Totals $3,922,317

General Fund

Agency Program Funding Amount

Community Haven Transitions $15,000 Community Coalition on Homelessness Transitional Development $46,638 Community Coalition on Homelessness One Stop Center $107,672 Easter Seals Adult Day Training $26,328 Legal Aid of Manasota Pro Bono Legal Services $59,677 Manatee County Rural Health Michael Bach Health Center $41,532 Manasota Lighthouse for the Blind

Independent Living Adult Program $16,250

Mote Marine Laboratory Stranding Investigations $18,015

Myakka City Community Ctr Super Senior & Special People $13,301

Our Daily Bread Loaves & Fishes $15,000 Suncoast Ctr for Independent Living Equipment Loan & Repair $16,066 Suncoast Ctr for Independent Living

Portable Modular Ramp Loan $12,789

Totals $388,268

Manatee County Government Administrative CenterCommission Chambers, First Floor

9:00 a.m. - October 25, 2016

County Attorney Review Other (Requires explanation in field below) Explanation of Other Standard contract reviewed and updated by CAO. Reviewing Attorney Clague Instructions to Board Records Provide one of each fully executed agreement to Community Services, to the attention of Allen Donahue. Cost and Funds Source Account Number and Name Various accounts Amount and Frequency of Recurring Costs $4,310,585 Attachment:  BGC - THE CLUB - FY17.pdf Attachment:  CAO Comments - RLS 2016-0415.pdf

Manatee County Government Administrative CenterCommission Chambers, First Floor

9:00 a.m. - October 25, 2016

From: William Clague Sent: Thursday, April 28, 2016 9:43 AM To: Allen Donahue <Allen.Donahue@mymanatee.org> Cc: Mitchell Palmer <mitchell.palmer@mymanatee.org>; Cheri Coryea <cheri.coryea@mymanatee.org>; Juliet Shepard <juliet.shepard@mymanatee.org> Subject: Non-Profit Agreement FY 2017; RLS 2016-0415 Allen: Pursuant to the above Request for Legal Services, you have asked this office to review the above referenced agreement template. As noted in the RLS, it closely follows the agreement template previously reviewed by this office. Accordingly, my comments are limited minor edits for clarity and consistency. Attached is a redlined revision reflecting those comments. Please note that:

1. I have added language to Section 4.iii. clarifying the scope of the limitation to budgeted revenues; and’

2. I have deleted the language in Section 7.F. referencing special condition 7 that allows subcontractors. A comparison of this agreement template to the FY 2012 template indicates that you have deleted that provision from the special conditions.

Subject to the inclusion of my suggested changes, I have no objection to the use of this template for the FY 2016 agreements. This concludes my response to the RLS. Please contact me if you have any questions or concerns. Bill Clague Assistant County Attorney Manatee County, Florida ph. 941-745-3750 fx. 941-749-3089 william.clague@mymanatee.org

1

CAO COMMENTS

04/28/16

AGREEMENT FOR

NON-PROFIT AGENCY SERVICES

THIS AGREEMENT (“Agreement”) is entered into by and between Manatee County, a political subdivision of the State of Florida, hereinafter referred to as the "County" and Agency Name, a not for profit corporation, existing under the laws of the State of Florida, hereinafter referred to as "Agency”, as of October 1, 2016.

WHEREAS, the County is a political subdivision of the State of Florida empowered to provide social

support services to disadvantaged or at risk residents of Manatee County, Florida, to promote the general health, safety( and welfare; and

WHEREAS, the Agency is a not for profit corporation organized under the laws of the State of _____ Georgia for the purpose of providing social support services to disadvantaged or at risk residents of Manatee County, Florida; and

WHEREAS, it is in the best interest of the health, safety and welfare of the residents of Manatee County, Florida, and serves a valid public purpose, for the County to enter into this Agreement with the Agency to provide funding for the “Program” of services, as further defined herein, to be provided by the Agency to residents of Manatee County.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and representations contained herein, the parties hereto agree as follows:

ARTICLE 1: SCOPE OF SERVICE. The Agency covenants and represents to County that Agency shall provide a program of services as described in Attachment A, hereinafter referred to as the "Program."

ARTICLE 2: CONTRACT DOCUMENTS. The Agency shall comply with the following attachments which are attached and made a part of this Agreement:

Attachment "A" - Program Description

Attachment "B" - Payments

Attachment "C" - Special Conditions

Attachment "D" - Insurance Certificate

In the event of a conflict between the terms and conditions provided in the body of this Agreement and any

attachment or exhibit hereto, the Pprovisions contained within the body of this Agreement shall prevail unless the term or provision in the attachment or exhibit specifically states that it shall prevail.

ARTICLE 3: LIMITATION OF COSTS AND PAYMENTS. Agency shall be paid by County an amount not to exceed $00,000.00 in accordance with Attachment B for the provision of the Program. No agent or employee of the County may authorize an increase in the above amount. Any increase in total compensation must be authorized in writing pursuant to a written amendment to this Agreement approved by the Board of County Commissioners.

ARTICLE 4: CONTRACT DURATION; SUBJECT TO BUDGET AND APPROPRIATION.

i. Unless renewed or terminated as provided in this Agreement, this Agreement shall remain in full force and effect for a period of one (1) year, commencing on October 1, 2016 and ending on September 30, 2017. The Program, whether provided before or after the execution of this Agreement, shall be provided by the Agency in accordance with all requirements and terms of this Agreement.

ii. This Agreement may be renewed by written amendment for one additional term of one (1) year, for a

maximum total of two (2) years.

iii. This Agreement (including without limitation the obligation of the County to pay the amount set forth in Article 3) if executed prior to October 1, 2016, is subject to and contingent upon the County’s Board of County Commissioners budgeting and appropriating sufficient legally available revenues for the 2016/17 County fiscal year

2

(and for the subsequent fiscal year, if this Agreement is renewed pursuant to Section 4.ii, above) to fund such payments. Accordingly, the Agency shall not commence the services to be provided hereunder unless and until the County provides Agency with written notice to commence services, which shall serve as confirmation that such funds have been budgeted and appropriated. Such written notice shall constitute a condition precedent to the effectiveness of this Agreement. In the event that the County does not provide such written confirmation on or before September 30, 2015, this Agreement shall be of no effect.

ARTICLE 5: TERMINATION.

i. This Agreement may be terminated by either party for any reason or for no reason by giving to the other party no less than thirty (30) days written notice of intent to terminate. County may terminate this Agreement immediately by delivery of written notice to Agency upon determining that Agency has failed to comply with the terms of this Agreement. If Agency fails to comply with the terms of this Agreement, the County Administrator may, upon written notification to Agency withhold payment until Agency complies with the conditions or terms. The notice shall specify the manner in which the Agency has failed to comply with this Agreement.

ii. Upon expiration or termination of this Agreement for any reason, the Agency shall prepare all final

reports and documents required by the terms of the Agreement up to the date of termination. Agency's final request for payment and other documents required shall be submitted to County within thirty (30) calendar days after termination of this Agreement. County shall not be responsible for any charges, claims or demands not received within the thirty (30) day period.

iii. In the event that this Agreement encompasses multiple programs (Attachment A1, A2 etc.), any single Program may be terminated consistent with Article 5, Termination, and all terms and conditions of this Agreement shall remain in full force and effect to the extent they apply to any Program (s) that has not been terminated.

ARTICLE 6: NOTICES. All notices or written communications required or permitted hereunder shall be deemed to have been given when received if hand delivered or when deposited in the U.S. mail, postage paid and addressed as follows:

If mailed to Agency: AGENCY NAME

ATTN: EXECUTIVE DIRECTOR ADDRESS CITY, STATE ZIP CODE

If by hand delivery: ADDRESS

CITY, STATE ZIP CODE If mailed to County: MANATEE COUNTY COMMUNITY SERVICES DEPARTMENT ATTN: DIRECTOR

P. O. BOX 1000 BRADENTON, FL 34206

If by hand delivery: MANATEE COUNTY COMMUNITY SERVICES DEPARTMENT 1112 MANATEE AVENUE WEST

SUITE 303 BRADENTON, FL 34205

Notice of termination or withholding of payment shall be served by certified or registered mail, return receipt requested or by hand delivery. Either party may designate a different recipient or address by written notice to the other party.

ARTICLE 7: GENERAL CONDITIONS.

A: MAINTENANCE OF RECORDS; AUDITS

i. Agency shall maintain records, accounts, property records, and personnel records in accordance with generally accepted accounting principles, as deemed necessary by County to assure proper accounting of funds and compliance with the provisions of this Agreement.

ii. Agency shall provide County’s representative all necessary information, records and contracts required

by this Agreement as requested by County’s representative for monitoring and evaluation of services within three

3

(3) business days following the date of such request, or as otherwise agreed upon with County’s Representative. Agency's information shall be made available to County for audit, inspection or copying during normal business hours and as often as County may deem necessary, except for client records protected by client confidentiality rules or regulations established by State or Federal law. In cases where client confidentiality applies, Agency shall provide requested records in a fashion which maintains confidentiality. County shall have the right to obtain and inspect any audit pertaining to the performance of this Agreement or Agency made by any local, State or Federal agency. Agency shall retain all of its records and supporting documents related to this Agreement in accordance with all applicable laws, rules and regulations; in the absence of any other requirement, such records and supporting documents will be retained by Agency for at least three years after the termination of this Agreement.

iii. Prior to receiving any funds under this Agreement Agency shall provide the following:

1. Agency who at any time in the past 2 years or is expected in the current year to have a budget of $1,000,000 or more shall submit an audited financial statement and related management letters received, not more than two years old, from an independent certified public accountant registered in the State of Florida.

2. Agency who in the past 2 years and the current year has a budget of less than $1,000,000 shall submit a compilation, not more than two years old, from an independent certified public accountant registered in the State of Florida.

iv. The submission of documentation by Agency shall serve as agency's certification and representation that the information contained therein is true and correct. Agency recognizes that County has relied upon or will rely upon audits provided by Agency in making its determination to provide funds to Agency in the manner provided in this Agreement and if at any time County determines that the information submitted is not true and correct, County may immediately terminate this agreement and seek to recover any funds paid to Agency.

v. All forms referenced in this Agreement not attached herein shall be provided or approved by County’s

Representative and shall be completed and submitted by Agency to County as requested. B: PUBLIC RECORDS. By accepting award of this Agreement, Agency acknowledges that the portion

of its books and records related to its contracting activities with County may become subject to inspection and copying under the Florida Public Records Act, and that it will in all respects comply with any requirements of that Act.

C: COMPLIANCE WITH LAWS; NON-DISCRIMINATION. The performance of this Agreement shall be in compliance with all applicable laws, orders and codes of Federal, State, and local governments and the Americans with Disabilities Act. Additionally, Agency covenants and agrees that no person shall on the grounds of race, creed, color, disability, national origin, sex, age, political affiliation or beliefs be excluded from participation in, be denied the benefits of employment by agency, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available by the County in any manner that is in violation of any provision of the Constitutions of the United States and the State of Florida, or any applicable code, rules or laws.

D: LICENSES. Agency shall obtain any licenses required to provide the Program and maintain full compliance with any licensure requirements. Copies of reports provided to or by any licensing or regulatory agency shall be made available upon request of County’s Representative.

E: CONTRACTUAL LIABILITY. The relationship of the Agency to the County shall be that of an independent Contractor. Nothing herein contained shall be construed as vesting or delegating to the Agency or any of the officers, employees, personnel, agents, or subcontractors of the Agency any rights, interest or status as an employee of the County. The County shall not be liable to any person, firm or corporation that is employed by, contracts with or provides goods or services to the Agency in connection with the Program or for debts or claims accruing to such parties. Agency shall promptly pay, discharge or promptly take such action as may be necessary and reasonable to settle such debts or claims.

F: SUBCONTRACTORS. A part of the consideration provided by County hereunder is based upon the need to establish and maintain a fiscally sound not-for-profit entity to provide the Program to serve the interests and welfare of the residents of Manatee County. Therefore, Agency agrees that the Program shall be provided by volunteers or employees of Agency, and not by subcontractors (except as authorized in Section 7 of the Special Conditions). Nothing herein shall preclude employment of personnel through a lease or similar arrangement with the

4

approval of County's representative, or contracts or leases for materials, supplies, facilities and other support services for Agency's program.

G: NON-ASSIGNABILITY. Agency may not assign, transfer, or encumber this Agreement or any right or interest in this Agreement.

H: AGENCY'S REPRESENTATIVES. Within thirty days from the date of execution of this Agreement by both parties, Agency shall provide the County with a list of representatives authorized to act on behalf of the Agency. The list of authorized representatives shall be approved by the Agency's Board of Directors.

I: AGENCY'S DIRECTORS. Agency’s paid staff shall not be a voting or elected member of the Agency's Board of Directors, and its directors shall not have, by virtue of their employment, recurring conflicts of interest between their employment and their legal duties to the Agency. To avoid conflicts in the contract monitoring process, no current officer or employee of the Manatee County Community Services Department may serve on Agency’s governing board.

J: OTHER OBLIGATIONS OF AGENCY.

i. Agency shall use its best efforts to attend and participate in meetings regarding county funding, as requested by the County’s Representative.

ii. Agency shall maintain tax-exempt status under the Internal Revenue Code. iii. The funds paid to Agency by County are not for the benefit of any individual but are provided to assist

Agency in developing and maintaining a program of services deemed beneficial to the health, safety and welfare of the community. Matters contained in this Agreement such as target populations, client eligibility and unit of service costs whether covering all or a portion of Agency’s cost of providing the Programs, are provided to apportion payment to Agency and represent the minimum level of service Agency must provide during the term of this Agreement.

iv. Payment of County funds for this program is for the actual expenses associated with the Program. The

parties acknowledge that payment for part of the cost of the Program may be available from other governmental or third party sources. If Agency receives such revenues which then exceed the actual Program cost, Agency shall notify County’s Representative and shall coordinate the appropriate refund of County funds or reduction in County payments. v. Agency Bylaws shall be approved by the Agency’s Board of Directors. County shall be provided with copies of Agency bylaws, and any amendments thereto upon request by County Representative. vi. Agency shall maintain all Board of Director’s minutes, and any referenced financial, staff and other committee reports, and shall make available upon request by County Representative.

ARTICLE 8: INDEMNIFICATION. Agency shall indemnify, keep and save harmless, and defend the County, its agents, officials and employees, against all injuries, deaths, losses, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may accrue against the County arising out of the performance of or failure to perform the Program required by this Agreement or the terms of this Agreement, whether or not it shall be alleged or determined that the act was caused through negligence or omission of the Agency or its employees, or of the subcontractors or its employees, if any. Agency shall pay all charges of attorneys and all costs and other expenses incurred in connection therewith, and if any judgment shall be rendered against the County in any such action, the Agency shall, at its own expense, satisfy and discharge the same. Any performance bond or insurance protection required by this Agreement, or otherwise provided by Agency, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County as herein provided. The indemnity hereunder shall continue until such time as any and all claims arising out of Agency's performance or failure to perform under this Agreement have been finally settled, regardless of when such claims are made.

In the event that any action, suit or proceeding is brought against the County upon any liability arising out

of this Agreement, County shall give notice thereof in writing to Agency at the above listed address. Upon receipt of notice, Agency, at its own expense, may defend against such action and take all such steps as may be necessary or proper to prevent a judgment against the County. Nothing in this Agreement shall be deemed to affect County's right to provide its own defense and to recover from Agency attorney’s fees and expenses associated with such representation or the rights, privileges and immunities of the County as set forth in Florida Statute 768.28.

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ARTICLE 9: INSURANCE. Without limiting any of the other obligations or liabilities of the Agency, the Agency shall, at the Agency's sole expense, procure, maintain and keep in force amounts and types of insurance

conforming to the nature and type as set forth in Attachment D. Agency shall provide a Certificate of Insurance as evidence of coverage, along with all applicable endorsements, and made part of this agreement as Attachment "D" to include:

i. Commercial General Liability in an amount not less than $1,000,000 per occurrence and in the

aggregate; and ii. Professional Liability Coverage in an amount not less than $1,000,000 per occurrence. Until such time as the insurance is no longer required, the Agency shall provide the County with renewal or

replacement certificates of insurance not less than the day prior to the expiration or replacement of the insurance for which a previous certificate has been provided. In the event a renewal or replacement certificate is not available Agency shall, not less than the day prior to expiration of any existing policy, provide County with evidence of a binder proving continuation of coverage and a new certificate as reasonably soon as possible.

Manatee County, a political subdivision of the State of Florida, shall be named as an additional insured on

the certificate of insurance evidencing commercial general liability coverage, and entitled to notice of cancellation or termination. County shall be under no obligation to pay agency for any services provided or for any costs associated with Agency's Program for any period of time not covered by the insured required under this Agreement.

Agency shall immediately notify County upon lapse in the coverages required by this Agreement or

cancellation of any of the insurance policies. Agency shall not provide any services under this Agreement during any such period of lapse or after cancellation of the insurance coverages required herein without the express written permission of the County's representative.

ARTICLE 10: COUNTY'S REPRESENTATIVE. The Director of County's Community Services

Department or such other employee as may be designated in writing by the County Administrator shall serve as the County's representative and is authorized to interpret this Contract and designate such additional employees as may be required to monitor Agency's performance, provide technical assistance, and assume other administrative duties associated with the implementation of this Agreement. Disputes over any provision not satisfactorily resolved with the County's representative shall be referred to the County Administrator or his designee.

ARTICLE 11: AMENDMENTS. This Agreement may not be modified, amended or extended orally. This Agreement may be amended only by written agreement approved by the governing bodies of both parties.

ARTICLE 12: SEVERABILITY. In the event that any paragraph of this Agreement is adjudged by a court of competent jurisdiction to be invalid, such adjudication shall not affect or nullify the remaining paragraphs hereof, but shall be confined solely to the paragraphs involved in such decision.

ARTICLE 13: HEADINGS. All articles and descriptive headings of paragraphs in this Agreement are inserted for convenience only and shall not affect the construction or interpretation hereof.

ARTICLE 14: CATASTROPHIC EVENTS. No party shall be liable for any failure to perform, or delay in the performance of, any obligation under this Agreement if such failure is caused directly by a hurricane, tornado, fire, earthquake, civil commotion or failure or disruption of utility services, or other cause beyond the reasonable control of the party obliged to perform.

ARTICLE 15: DISCLAIMER OF THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of the parties hereto, and no right, privilege, or cause of action shall be reason hereof accrue upon, to, or for the benefit of any third party, including without limitation any subcontractors of the Agency and any providers of promotional, advertising or other services, or goods, purchased by the Agency. Nothing in this Agreement is intended or shall be construed to confer upon or give any person, corporation, partnership, trust, private entity, agency, or other governmental entity any right, privilege, remedy, or claim under or by reason of this Agreement or any provisions or conditions hereof.

ARTICLE 16: CONSTRUCTION. This Agreement represents the full agreement of the parties. Each of the parties hereto has had equal input into drafting of this Agreement such that no provision of this Agreement shall

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be construed strictly against one party as the drafter thereof.

ARTICLE 17: WAIVERS. Neither this Agreement nor any portion of it may be modified or waived orally. However, each party, through its governing body or properly authorized officer, shall have the right, but not the obligation, to waive, on a case-by-case basis, any right or condition herein reserved or intended for the benefit or protection of such party without being deemed or considered to have waived such right or condition for any other case, situation, or circumstance and without being deemed or considered to have waived any other right or condition. No such waiver shall be effective unless made in writing with an express and specific statement of the intent of such governing body or officer to provide such waiver.

ARTICLE 18: GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the State of Florida. Venue for any action to enforce any of the provisions of this Agreement shall be in the Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida, or, to the extent any proceeding is removed to federal court, the United States District Court for the Middle District of Florida, Tampa Division.

ARTICLE 19: REMEDIES. Each party hereto shall have such remedies as are available pursuant to

applicable law for any breach or non-performance by the other party.

ARTICLE 20: ATTORNEYS FEES AND COSTS. Each party hereto shall be solely responsible for paying its attorney’s fees and costs in any dispute, litigation, dispute resolution proceeding, settlement negotiation or pre-litigation negotiation rising under this Agreement.

ARTICLE 21: EFFECTIVE DATE. This Agreement shall take effect as of the date set forth above.

ARTICLE 22: AUTHORITY TO EXECUTE. Each of the parties hereto covenants to the other party that it has lawful authority to enter into this Agreement and has authorized the execution of this Agreement by the party's authorized representative.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, in duplicate, by their authorized representatives, effective as of the date set forth above.

WITNESSES: AGENCY Sign Name: By: Print Name: Print Name: Sign Name: Title: Print Name: Phone Number: MANATEE COUNTY, FLORIDA By: Board of County Commissioners By: County Administrator Date of Execution:

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ATTACHMENT A

PROGRAM DESCRIPTION

AGENCY NAME., PROGRAM NAME

1. PROGRAM DESCRIPTION: a. Agency shall provide XXXX, hereinafter “Program”.

2. TARGET POPULATION:

a. This program shall serve XXXX, who are residents of Manatee County, hereinafter, “Client”. b. Agency will serve XXXX unduplicated clients during the course of this agreement.

3. LOCATION/HOURS OF SERVICE:

a. Services will be provided at the following location(s): i. XXXX

b. The Program will be provided at the following time(s): i. XXXX

4. SERVICES:

a. Program shall provide, XXXX

5. OUTCOME MEASUREMENTS: a. Agency will monitor and measure the following outcomes and report them quarterly.

i. XXXX ii. XXXX

6. UNIT OF SERVICE: A unit of service shall be defined as XXXX.

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ATTACHMENT B

PAYMENTS

AGENCY NAME., PROGRAM NAME

Agency shall be paid by the County an amount not to exceed $XX,XXX for the program as specified below:

1. Agency shall provide XXXX units of service, during the term of the Agreement.

2. Agency shall be paid by the County in the amount of $XX,XXX for each unit of service provided in accordance with Article 1, Attachment A and documented in accordance with Attachment C.

3. Agency shall be paid monthly for the actual number of units of service it has provided.

a. The total of all payments shall not, at any point in time, exceed the cumulative amounts listed below:

October $XX,XXX April $XX,XXX November $XX,XXX May $XX,XXX December $XX,XXX June $XX,XXX January $XX,XXX July $XX,XXX February $XX,XXX August $XX,XXX March $XX,XXX September $XX,XXX

4. It is recommended that Agency Payment Requests, as described in Attachment B, be submitted to the County

by the 15th of each month. Agency payment requests are processed in the order they are received by the County. Once processed by the Manatee County Community Services Department, the Clerk of the Courts has 45 days to process the payment.

5. Within 15 calendar days after expiration of the Agreement, the Agency shall render a final and complete Agency Payment Request. County shall not be responsible for the payment of any charges, claims or demands of the Agency not received within said fifteen day period.

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Attachment B MANATEE COUNTY BOARD OF COUNTY COMMISSIONERS

AGENCY PAYMENT REQUEST

NON-PROFIT AGENCIES

AGENCY: AGENCY REMITTANCE ADDRESS (Enter Street or P.O. Box, City, State, Zip Code for sending payments)

PROJECT NUMBER: PROGRAM: PAYMENT REQUEST FOR MONTH OF: SECTION 1: Agency Payment Request

(1) (2) (3) (4)

REQUEST THIS PERIOD

TOTAL FUNDING

REQUESTED YEAR-TO-DATE

BALANCE OF FUNDS

$ $XX,XXX $ $

SECTION 2: CLIENT SERVICES

(5) (6) (7) (8) (9) (10) (11)

UNIT COST

UNIT CONTRACT

TOTAL

Y-T-D TOTAL PRIOR

TOTAL THIS

PERIOD

TOTAL Y-T-D

% OF PLAN

ACHIEVED

% OF TIME ELAPSED

$XX,XXX $XX,XXX % %

SECTION 3: SUPPORTING DOCUMENTATION Attach: Documentation as required in Agreement Attachment C: Special Conditions. Monthly Unit Tracking Form containing month and year service provided; dates of service for reporting month, and number of clients for each day reported for month. PREPARED BY: DATE: I attest that the information presented in this Agency Payment Request is true and accurate to the best of my knowledge. AUTHORIZED SIGNATURE: DATE:

(SUBMIT 1 ORIGINAL-SIGNATURE BLUE INK AND 2 PHOTOCOPIES OF REPORT WITH 1 COPY SUPPORTING DOCUMENTATION ATTACHED TO EACH)

DO NOT WRITE BELOW THIS LINE

HSD CONTRACT MANAGER: DATE:

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ATTACHMENT C

SPECIAL CONDITIONS

AGENCY NAME., PROGRAM NAME

1. Agreement Deliverables: The Agency shall submit the following documents:

Please note that failure to submit any document as required shall result in payment processing being

delayed until the Agency is in compliance with the agreement.

a. Agency shall provide each month with their payment request:

i. Three copies of the following information from the reporting period: 1. XXXX

ii. One copy of the following information from the reporting period:

b. Agency shall submit the following reports quarterly through ODM and retain verification on site

for review upon request by the County:

c. Agency shall submit the following documentation as indicated:

Monthly Reports

Title Requirement/Description 1. Anticipated

Difficulties Agency shall report anticipated difficulties meeting contractual requirements by the end of the contract year.

2. Board of Director Changes

Agency shall report changes in the composition of Agency’s Board of Directors.

3. Changes in Staff Agency shall report changes in staff from Agency’s proposal for funding during the contract term. (Include staff vacancies or changes which affect the Program).

4. Schedule Agency shall provide one copy of the anticipated program schedule for the next reporting period.

Quarterly Report Due Dates

Quarter 1

(Oct-Dec)

Quarter 2

(Jan-Mar)

Quarter 3

(Apr-Jun)

Quarter 4

(Jul-Sep)

Due: Jan 30, 2016 Due: Apr 30, 2016 Due: Jul 30, 2016 Due: Oct 30, 2016

Title Requirement/Description i. Program Quarterly

Expenditure Report Agency shall report quarterly all actual program revenue (by source) and actual expenditures (by line item).

ii. Quarterly Program Funding Report

Agency shall pursue additional funding options during the term of this Agreement and report quarterly any alternative funding sources which the agency has applied for and the results of said application.

iii. Quarterly Outcomes Report Form

Agency shall track and report program outcome results for the clients served for the quarter.

iv. Quarterly Children’s Services Client

Demographics Report

Agency shall provide a report on unduplicated clients receiving services during the term of this agreement (updated each quarter reporting new clients only) to include the following demographics: Gender, race, age, and zip code.

Other Documents Required

Title Requirement/Description i. Insurance 1. Agency shall submit Commercial General Liability insurance in accordance

with Article 9. 2. Notwithstanding the provisions set forth in Article 9, the requirement for

Agency to procure, maintain and keep in force, Professional Liability Coverage (indicated in Article 9 item B) is waived for the duration of this agreement.

3. Agency shall, not less than the day prior to expiration of any existing policy, provide County with evidence of a binder proving continuation of coverage and a new certificate as reasonably soon as possible. In accordance with Article 9.

ii. Financial Audit Financial audits shall be submitted in accordance with Article 7, A, iii.

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2. Agency shall maintain program files and/or individual client files documenting services provided.

a. County’s Representative shall have the option of reviewing the contents of the files. b. Agency shall have the following information available during all site visits:

3. County’s Representative has the authority to request additional information for County’s periodic reviews,

Agency Payment Request approval, site visits, annual monitoring, and other Agreement related tasks. a. County’s Representative shall have the authority to approve the final format of requested

information.

4. Because the services provided by Agency are funded in whole or in part by the County, Agency agrees to require each client receiving services (or legal guardian of client where applicable) to execute an Acknowledgement and Consent to Release Records form.

a. The form shall contain an acknowledgement of the client or guardian that he/she understands that the County’s Representative may request access to any or all Agency records relating to the program and/or the delivery of services for the purposes of evaluating or monitoring the program or delivery of service to the client, and that he/she consents to the release of records for these purposes.

b. The form shall also inform the client or guardian that to the extent records are provided to the County, same shall become public records and may, subject to any applicable state or federal exemptions, be inspected or copied by third persons.

c. The form shall be drafted by the Agency, and must be reviewed and approved by the County’s Representative prior to use.

d. County’s Representative may waive this requirement for group educational and similar programs.

5. Health Insurance Portability and Accountability Act (HIPAA): To the extent Agency is defined as a Covered Entity by the Health Insurance Portability and Accountability Act of 1996, as amended (HIPAA), Agency shall carry out its obligations under this Agreement in compliance with the record security and privacy regulations established by HIPAA to protect the privacy of any personally identifiable protected health information (PHI) that is collected, processed or learned as a result of its performance of the Services provided hereunder. In conformity therewith, Agency shall:

a. Not use or further disclose PHI except as permitted under this Agreement or required by law; b. Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by this

Agreement; c. Mitigate, to the extent practicable, any harmful effect that is known to Agency of a use or

disclosure of PHI by Agency except as permitted by this Agreement. d. Report to County any use or disclosure of PHI not provided for by this Agreement of which

agency becomes aware. e. Make its internal practices, books, and records relating to the use and disclosure of PHI available

to the Secretary of Department of Health and Human Services for purposes of determining County and Agency's compliance with HIPAA.

f. Agency, its employees and agents are only permitted to use or disclose PHI related to treatment of a patient to which they provided care in accordance with the HIPAA during its association with County.

iii. Authorized Representatives

An Authorized Representative letter (listed by position) shall be submitted within 30 days of execution in accordance with Article 7, H.

iv. Release of Information Must be submitted within 30 days of agreement execution and approved by the county representative.

Site Visit Documentation:

Title Requirement/Description i. Client ID Agency shall use a consistent method for identifying clients which meets the

HIPAA requirements in Attachment C, 5. ii. Release of Information Agency shall present a signed Release of Information prior to any information

being reviewed. See Attachment C, 4. iii. Residency Verification 1. Client residential addresses with zip codes.

a. P.O. Boxes are not considered a residential address. iv. Program Services

Documentation Client Files

XXXX Agency Files

XXXX

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g. Agency will compel employees and agents to sign acknowledgements of receipt of, and understanding of, all rules and regulations related to HIPAA.

h. Agency will also take appropriate disciplinary actions against employees and agents who violate HIPAA regulations.

i. Agency will insure all relevant employees and agents will have been instructed in HIPAA compliance prior to performing Services related to PHI records. Agency will assume all expense for such training.

j. Notwithstanding any other provision of this Agreement, Agency agrees to hold harmless and indemnify County from any civil or administrative action, fine or penalty resulting from a breach of patient privacy by Agency, its agents or employees.

k. In addition to the foregoing, to the extent Agency is a HIPAA Covered Entity or Business Associate, Agency must enter into a HIPAA business associate agreement with any Business Associate or subcontractor which will have access to PHI, and shall provide County, upon County’s request, copies of same.