Exhibit_D_-_Special_Conditions.pdf

Exhibit D

Special Conditions

a. Invoices

i. Invoices shall be sent electronically to the Contract Manager, as designated by the

COUNTY, in a method prescribed by the COUNTY, on a monthly basis within thirty (30) calendar days of the end of the month that reimbursement is being requested. The

COUNTY shall not reimburse the CONTRACTOR for any expenditures in excess of the amount budgeted without prior approval or notification. To meet fiscal year deadlines, County fiscal year-end (September-Fourth Quarter) invoicing due dates may be shortened as necessary to meet fiscal year deadlines or grant requirements and/or as mutually agreed by the Parties.

ii. The CONTRACTOR shall provide services throughout the full term of this agreement unless services are part of a pre-approved seasonal or time-limited program. In the event the CONTRACTOR is unable to provide services and/or draw down funding per this Agreement for two (2) or more consecutive months, the COUNTY, in its sole discretion, may reduce the total award by a prorated amount based upon the amount of time the services have lapsed.

iii. The COUNTY shall reimburse the CONTRACTOR in accordance with the Local

Government Prompt Payment Act, within forty-five (45) days of the COUNTY receipt of a proper invoice including required documentation. The COUNTY will notify the

CONTRACTOR when the required documentation and/or reports are incomplete. The

COUNTY may withhold payment for unvalidated amounts and short pay the undisputed payment amount until such time as the COUNTY accepts the remedied documentation and/or reports. The COUNTY will notify the CONTRACTOR when the required documentation and/or reports are incomplete. The COUNTY may withhold payment for unvalidated amounts and short pay the undisputed payment amount until such time as the COUNTY accepts the remedied documentation and/or reports.

iv. Travel reimbursement expenses shall be reimbursed in alignment with COUNTY travel policy guidelines unless the CONTRACTOR travel policy reimburses at a lower rate.

If the CONTRACTOR travel policy is at a lower rate, reimbursement will be based on the lower rate. The CONTRACTOR shall submit a copy of travel policy within thirty (30) calendar days of this Agreement and within any subsequent revisions during the term of this Agreement.

v. Any funds expended in violation of this Agreement or in violation of appropriate federal, state, and county requirements shall be refunded in full to the COUNTY. If this Agreement is still in force, future payments may be withheld by the COUNTY.

vi. Program Generated Income (PGI) resulting from services provided under this Agreement shall be reinvested into this program. The CONTRACTOR shall track program income generated from services provided under this Agreement and provide a report on program income to the COUNTY with each invoice submission. The CONTRACTOR shall reinvest the program income into the program as approved by the COUNTY. The CONTRACTOR shall maintain records of reinvestment. The CONTRACTOR shall provide the COUNTY with PGI policies, reinvestment documentation, and fee schedules, as requested.

b. Confidential Information and HIPAA

i. The CONTRACTOR and COUNTY must follow all laws regarding confidentiality of information including, but not limited to, the Health Insurance Portability and

Accountability Act of 1996 (HIPAA).

ii. The CONTRACTOR must take reasonable measures to safeguard protected personally identifiable information (PII), and other information the COUNTY designates as sensitive, or the COUNTY considers sensitive consistent with other applicable federal, state, and local laws regarding privacy and obligations of confidentiality.

iii. The CONTRACTOR shall not inappropriately use or disclose any information which specifically identifies a recipient of services provided under this Agreement and shall adopt appropriate procedures for employees' handling of confidential data.

iv. This does not include PII that is required by law to be disclosed, including under Florida

Public Records as described in Public Records Section of this Agreement.

v. If the CONTRACTOR is a HIPAA Covered Entity, the CONTRACTOR agrees to use and disclose Protected Health Information in compliance with the Standards for Privacy, Security and Breach Notification of Individually Identifiable Health Information (45 CFR

Parts 160 and 164) under the Health Insurance Portability and Accountability Act of 1996

(HIPAA) and the Health Information Technology for Economic and Clinical Health Act

(HITECH Act), and the CONTRACTOR shall disclose any policies, rules or regulations enforcing these provisions upon request.

vi. CONTRACTOR agrees to develop any Data Sharing Agreements and/or Releases of Information (ROI) with partnering providers, as necessary, to facilitate reporting and coordinating client care.

vii. CONTRACTOR shall ensure that clients complete a release of information (ROI) that includes Pinellas County Human Services as a recipient of client information. The ROI including Pinellas County Human Services shall be obtained upon admission to the program and/or receipt of services funded under this Agreement. The CONTRACTOR and the COUNTY shall establish minimum deidentified service encounter information should a client refuse completion of an ROI. The ROI should be completed at least annually.

c. First Contact Database

As a condition of receipt of a funding award from the COUNTY, the CONTRACTOR agrees to:

i. List program(s) funded under this Agreement in the First Contact online database.

ii. Provide First Contact with timely updates as required for program eligibility criteria, capacity, and availability within thirty (30) calendar days of change to program services eligibility, capacity and/or availability.

iii. Accept referrals from First Contact for clients eligible for program services.

iv. The COUNTY may request documentation that verifies compliance with this Section.

d. Emergency, Disaster, or Critical Event Response

Community partners are critical to effective community response in a disaster. The

CONTRACTOR must effectively prepare their organization for continuity of services as necessary prior, during, and post-disaster. The COUNTY reserves the right to request services under this agreement be temporarily adjusted during an emergency to respond to community needs as agreed upon by the Parties.

i. The CONTRACTOR shall maintain, and review annually, a Continuity of Operations

Plan/Disaster Response Plan (COOP) and submit a copy within thirty (30) calendar days of execution of this Agreement and upon review and/or revision. Should the

CONTRACTOR not have a COOP at the time of execution of this Agreement, the

CONTRACTOR shall develop and submit a COOP to the COUNTY within 180 calendar days of the effective date of this Agreement and within thirty (30) calendar days of any subsequent review and/or revisions during the term of this agreement.

ii. The COUNTY agrees to continue funding this Agreement for a period of at least sixty

(60) days following an initial State of Emergency declaration for Pinellas County by the

State of Florida or by the Board of County Commissioners, provided the program addresses needs for disaster response and recovery efforts as directed by the

COUNTY, unless otherwise indicated by a superseding authority such as state or federal government or licensing body. This period may be extended within the current contract period at the discretion of the Human Services Director.

iii. If the CONTRACTOR is unwilling to perform the emergency duties as described in this Section, payments made in accordance with Emergency, Disaster, or Critical Event

Response Section A above may be withheld at the direction of the Director of Human

Services until operations continue.

iv. The CONTRACTOR will track and maintain detailed operational records when activated.

v. CONTRACTOR shall work with the COUNTY, through its Human Services and

Emergency Management Departments, to prepare and respond in the event of an emergency, disaster, or critical event response.

1. In the event of a facility evacuation, CONTRACTOR will contact the County’s

Human Services Department Emergency Manager or Designee to determine best disaster shelter location to evacuate to and indicate and coordinate if transportation support is needed.

2. In the event of a facility evacuation, CONTRACTOR agrees to provide staff to serve in the disaster shelter as a support to the shelter occupancy at a ratio of one (1) staff person for every twelve (12) hours for the first 15-100 clients, two (2) staff for every twelve (12) hours for 101-200 clients, three (3) staff for every twelve (12) hours for 201-300 clients, and four (4) staff for every twelve (12) hours for 300+ clients evacuated to any one location. This requirement applies to the total shelter occupancy at the time of evacuation and is not limited by program enrollment or funding source.

3. In the event of any emergency which is expected to impact contractor’s client population or ability to operate, CONTRACTOR agrees to participate in regular emergency management calls as requested by the COUNTY to share information and updates on service population and facility operations.

4. During an emergency recovery period, CONTRACTOR agrees to provide recovery services, as available. The COUNTY will seek to leverage the contracted skills and services of the contractor, as appropriate or applicable;

however, other duties may be assigned as required by the County for response. This may include reassignment of County funded staff and resources under the agreement or other dedicated contractor assistance to aid with community response.

e. Housing First, Coordinated Entry, and the Pinellas Homeless Management Information System

i. This section applies to all programs, services, and housing offered for homeless/unhoused individuals and families.

ii. The CONTRACTOR agrees to support the Housing First philosophy and participate in coordinated entry as established and implemented by the local Continuum of Care.

iii. The CONTRACTOR agrees to operate from a low-barrier model, defined as homeless assistance that prioritizes rapid placement and stabilization in permanent housing and does not have service participation requirements or preconditions such as sobriety or a minimum income threshold and includes the minimum components: 1) removing barriers to entry; 2) establishing a coordinated entry system; 3) practicing client-centered service delivery; 4) prioritizing households most in need; and 5) ensuring inclusive decision-making.

iv. The CONTRACTOR agrees to demonstrate status and efforts of the Housing First model upon request by the COUNTY.

v. The CONTRACTOR agrees to participate in and enter information into the Pinellas

Homeless Management Information System (PHMIS) administered by the Pinellas

Homeless Leadership Alliance (HLA), or similar system as required by the Pinellas

Homeless Continuum of Care, if applicable. CONTRACTOR will maintain data entry and attend all training requirements as outlined in PHMIS Policies and Procedures.

Additionally, by executing this Agreement, CONTRACTOR understands and agrees that

COUNTY staff may be permitted direct access to this program in PHMIS by the HLA for the purposes of monitoring and quality assurance.

f. Personnel

i. Qualified Personnel. The CONTRACTOR agrees that each person performing Services in connection with this Agreement shall have the required licensure and qualifications and shall fulfill the requirements set forth in this Agreement, as applicable. The

CONTRACTOR shall maintain such documentation on file for audit by the COUNTY during the term of this agreement and for a period of at least five (5) years after final payment is made.

ii. Prior to commencing Services pursuant to the Agreement, the CONTRACTOR shall provide the names and qualifications of the CONTRACTOR personnel funded through this

Agreement or directly operating or overseeing services or programs funded through this

Agreement and direct supervisors of such personnel.

iii. The CONTRACTOR shall, at its earliest opportunity and in no event later than three

(3) business days following a change, submit written notification by email to the COUNTY if any of the following positions are to be changed and identify the individual and qualifications of the successor or plan to recruit a successor:

1. Chief Executive Officer (CEO)

2. Chief Operations Officer (COO)

3. Chief Financial Officer (CFO)

4. Chief Information Technology Officer (CITO) or

5. Any other equivalent position within the CONTRACTOR’s Organizational chart.

6. Integral personnel funded through this Agreement or directly operating or overseeing services or programs funded through this

Agreement, direct supervisors of such personnel, and those serving as match for this Agreement.

iv. The COUNTY, on a reasonable basis, shall have the right to request the removal and replacement of any of the CONTRACTOR personnel performing Services under this Agreement, at any time during the term of the Agreement. The COUNTY will notify the CONTRACTOR in writing in the event the COUNTY requests such action.

The CONTRACTOR shall consider the basis of any such COUNTY request and advise the COUNTY of the CONTRACTOR’s agreement or disagreement with the request, and the basis therefor, promptly after receipt of any such request from the COUNTY.

In situations where individual CONTRACTOR personnel are prohibited by applicable law from providing Services outlined in this agreement, removal and replacement of such

CONTRACTOR personnel shall be mandatory and immediate.

g. Business Practices and Documentation

i. The CONTRACTOR shall utilize financial procedures in accordance with generally accepted accounting procedures and Florida Statutes, including adequate supporting documents, to account for the use of funds provided by the COUNTY.

ii. The CONTRACTOR shall annually provide a copy of the CONTRACTOR’s most recent completed financial audit and management letter to the COUNTY within thirty (30) calendar days of completion, not to exceed nine (9) months from the CONTRACTOR’s fiscal year-end. A copy of the CONTRACTOR’s 990 shall be accepted in lieu of the audit in the event a financial audit is not required for the CONTRACTOR.

iii. The CONTRACTOR shall maintain and provide the following documents to the COUNTY within thirty (30) calendar days of the execution of this Agreement, annually thereafter, and within thirty (30) calendar days of revision throughout the term of this Agreement.

1. Membership list of governing board including mailing address, email addressed and phone number for Board Chair,

2. All legally required licenses,

3. Certificate(s) of Insurance, consistent with Insurance Section and Exhibit D,

4. Current job descriptions for program staff positions and CONTRACTOR

Organizational Chart,

5. CONTRACTOR licenses,

6. Accreditations, and

7. Match documentation, as applicable.

iv. The CONTRACTOR shall maintain and provide the following documents within thirty

(30) calendar days of the execution of this Agreement, and upon request by the

COUNTY thereafter.

1. W-9,

2. Articles of Incorporation,

3. IRS Status Certification/501 (c)(3) status, if applicable,

4. CONTRACTOR By-Laws including legal signing authority, Equal

Employment Opportunity Policies,

5. Asset Management Policy and Procedures,

6. Internal Control Questionnaire and corresponding documents including but not limited to Financial Policies and Procedures, Conflict of Interest Policies, Records

Retention policies, Procurement Policies, Program Fee and or Program

Income Policies, Equipment Management Policy, and/or a Federally

Approved Indirect Cost Rate Agreement,

7. Conflict of Interest Policy

8. E-Verify Attestation and Registration, consistent with E-Verify Section.

9. Human Trafficking Attestation

h. Monitoring and Audit

i. The CONTRACTOR will comply with COUNTY and departmental policies and procedures including but not limited to contract monitoring and performance improvement.

ii. The CONTRACTOR shall cooperate in monitoring activities, including, but not limited to access to sites and personnel as well as programmatic documents. Documents may include, but are not limited to, client records, fiscal documents, personnel files, CONTRACTOR policies and procedures, and other documents prescribed by the COUNTY.

iii. The CONTRACTOR will submit other reports and information in such formats and at such times as may be prescribed by the COUNTY.

iv. The CONTRACTOR shall submit reports on any monitoring or site visit reports of the program funded in whole or in part by the COUNTY that are conducted by federal, state or local governmental agencies, or other funders within ten (10) days of the

CONTRACTOR’s receipt of the monitoring report.

v. If the CONTRACTOR receives licensing and accreditation reviews, each review shall be submitted to the COUNTY within ten (10) days of receipt by the CONTRACTOR.

vi. All monitoring reports will be as detailed as may be reasonably requested by the COUNTY and will be deemed incomplete if not satisfactory to the COUNTY as determined in its sole reasonable discretion. Reports will contain the information or be in the format as may be requested by the COUNTY. If approved by the COUNTY, the COUNTY will accept a report from another monitoring contractor in lieu of reports customarily required by the COUNTY.

vii. The CONTRACTOR shall retain all records relating to this Agreement for a period of at least five (5) years after final payment is made. All records shall be kept in such a way as will permit their inspection pursuant to Chapter 119, Florida Statutes. In addition, the

COUNTY reserves the right to examine and/or audit such records.

i. Amendment/Modification In addition to applicable federal, state and local statutes and regulations, this Agreement expresses the entire understanding of the parties concerning the matters covered herein. Unless specifically indicated herein, no addition to, or alteration of, the terms of this Agreement, whether by written or verbal understanding of the parties, their officers, agents or employees, shall be valid unless made in the form of a written amendment to this Agreement and formally approved by the parties. Budget or operational modifications that do not result in an increase of funding or change the underlying public purpose of this Agreement, or otherwise amend the terms of this Agreement shall be documented and submitted in the format prescribed and provided by the COUNTY, which is attached hereto and incorporated herein as Attachment No. 2. The Director of Human Services may approve budget and operational modifications described under this section.

j. Termination

i. In the event the CONTRACTOR uses any funds provided by this Agreement for any purpose or program other than authorized under this Agreement, the CONTRACTOR shall repay such amount and, at the option of the COUNTY, be deemed to have waived the privilege of receiving additional funds under this Agreement.

k. Closeout

i. Upon termination, in whole or in part, of this Agreement the CONTRACTOR remains responsible for the maintenance and closeout of this Agreement, as prescribed by the COUNTY.

ii. The Parties hereto remain responsible for compliance with the terms and conditions of this Agreement, including the Appendices attached hereto. The CONTRACTOR shall provide requested closeout information to the COUNTY including but are not limited to:

1. Final reports, program deliverables, and closeout information as requested by the COUNTY.