Exhibit_I_-_Special_Conditions.pdf

Exhibit I - 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 resident care.

vii. CONTRACTOR shall ensure that residents complete a release of information (ROI) that includes Pinellas County Human Services as a recipient of resident 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 resident refuse completion of an ROI. The ROI should be completed at least annually.

c. First Contact Database

i. As a condition of receipt of a funding award from the COUNTY, the

CONTRACTOR agrees to:

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

2. 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.

3. Accept referrals from First Contact for residents eligible for program services.

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

d. Emergency, Disaster, or Critical Event Response

i. 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.

ii. 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.

iii. 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.

iv. 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.

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

e. 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.

f. 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 address 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, Retention policies, Procurement Policies, Program Fee and or Program Income Policies, Equipment Management Policy, and/or a Federally Approved Indirect Cost Rate Agreement,

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

8. Human Trafficking Attestation

g. Special Situations and Critical Incidents

i. The AGENCY agrees to inform the COUNTY within one (1) business day of knowledge of any circumstances or events which may reasonably be considered to jeopardize the AGENCY’s capability to continue to meet its obligations under the terms of this Agreement (Critical Incidents). Critical incidents may include, but are not limited to, those resulting in injury, media coverage, investigation/lawsuit, breach of information, or public reaction that may have an impact on the AGENCY’s or COUNTY’s ability to protect and serve its residents, or other significant events that may jeopardize the AGENCY’s capability to continue to meet its obligations under this Agreement. The AGENCY shall report critical incidents electronically to the COUNTY at HSContracts@pinellas.gov and to the Contract Manager. The AGENCY may use an AGENCY Incident Reporting form or the COUNTY Critical Incident Report Form, however, all submissions shall include full details and disposition of the incident, excluding personally identifying information of involved parties.

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, resident 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

i. 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.

ii. 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. 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 final reports, program deliverables, and closeout information as requested by the COUNTY.