Backup Documents 02/24/2015 Item #16D8 ENTS CHECKLIST & ROUTING SLIP
1 ORIGINAL DOCO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 D
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s)(List in routing order) Office Initials Date
1.
2.
3. Colleen Greene County Attorney Office a\�`
4. BCC Office Board of County 1_
Commissioners V\ S 6/ \% l5
5. Minutes and Records Clerk of Court's Office
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff Natali Betancur Phone Number 239-252-405
Contact/ Department
Agenda Date Item was 02/24/15 Agenda Item Number 16D8
Approved by the BCC
Type of Document Agreement Number of Original 1
Attached Documents Attached
PO number or account
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? `
2. Does the document need to be sent to another agency for additional signature . If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the NB
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's NB
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
•should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 02/24/15 and all changes made during NB
the meeting have been incorporated in the attached document. The County
Attorney's Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by th �1B
BCC,all changes directed by the BCC have been made,and the document is ready fo the `_ - �c„
Chairman's signature. ` ‘")\ �____
VN
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.2•.• , ' •" -d 11/30/12
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MEMORANDUM
Date: April 9, 2015
To: Natali Betancur, Operations Analyst
Park & Recreation — Beach & Water
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: Independent Contractor Agreement - NCH
Attached for your records is the original as referenced above, (Item #16D8) approved by
the Board of County Commissioners on Tuesday, February 24, 2015.
The original is being kept by the Board's Minutes & Records Department as a part
of the Board's Official Records.
If you have any questions, please contact me at 252-7240.
Thank you.
Attachment
1608
8
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made this 24th day of February 2015, ("Effective Date"), by and
between NCH Healthcare System, Inc., a Florida not for profit corporation ("NCH") and
BOARD OF COUNTY COMMISSIONERS,COLLIER COUNTY("Contractor").
WITNES SETH
WHEREAS, NCH and its affiliates have as their primary objective the delivery
and provision of health care related services to the community;
WHEREAS,NCH, in cooperation with the Safe and Healthy Children's Coalition
of Collier County, desires to make water safety instruction available to certain children in
identified Day Care Centers in Collier County;
WHEREAS, the Contractor is capable of providing water safety instruction
services("Services")required by this Agreement;and
WHEREAS, the Contractor agrees to render the Services from time to time to
NCH as an independent contractor under the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable considerations, the receipt of which by each from the other
is hereby acknowledged, it is mutually agreed as follows:
1. Creation of Contractual Relationshin.
NCH hereby contracts with the Contractor, under the terms and conditions set
forth in this Agreement, to assist in providing the water safety instruction services for
children designated by NCH. The Contractor shall meet regularly with NCH's
representatives who oversee the Program, to discuss and review the Services which the
Contractor is providing for the Program.
2. Term of Engagement.
The period of this Agreement shall be for a term of twelve (12) months,
commencing on March 1,2015.
3. Compensation to Contractor by NCH.
NCH shall pay to the Contractor Four Dollars ($4.00)per child per lesson,not to
exceed more than $40 per Child, as compensation for the services that the Contractor
provides under this Agreement. This Compensation shall be paid by NCH or one of its
affiliates, on a monthly basis.
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4. Duty to Perform Services.
The Contractor shall be permitted to arrange its schedule in rendering Services.
The Contractor shall spend as many hours each month as are necessary to adequately
provide the Services required under this Agreement. The Contractor will provide NCH's
representative a written status report each month for the duration of this agreement. This
status report will include a list of the children who have received the Water Safety
Instruction Services during the previous month.
The Contractor shall require prior to the commencement of water safety
instructions services all participants (parent/legal guardian for minors) to sign a waiver
and a release of liability form on behalf of NCH, which form is subject to the review and
approval of NCH.
The Contractor shall exert its best efforts in providing such Services and, will
comply with all policies, standards and regulations of NCH as are from time to time
established, including, but not limited to policies and procedures regarding
confidentiality,information security,standards of behavior and customer service.
5. Licenses,Fees and Dues.
The Contractor will be solely responsible for obtaining and paying for licenses,
dues to professional societies and associations and fees which are necessary to permit the
Contractor to render services hereunder, or which, though not necessary, are reasonable
and desirable to assist the Contractor in rendering services hereunder.
6. Conflict of Interest.
It is the responsibility of the Contractor to carry out the Services under this
Agreement honestly and economically and to exercise its best care, skill and judgment for
the benefit of NCH and its patients. The Contractor shall sign and abide by the Conflict
of Interest Statement attached as Exhibit"A".
7. Information and Records.
The Contractor shall not disclose information relating to the business of NCH or
its affiliates to persons other than the management of NCH or such governmental or
private accreditation or licensing bodies and third party reimbursement agencies with
whom NCH has directed or authorized the Contractor to deal, unless NCH shall have
given written consent for the release of information or unless required by law. The above
shall be deemed to include any information kept in the normal business of NCH. Records
connected with Services provided by the Contractor pursuant to this Agreement are and
shall remain the property of NCH. To the extent and only to the extent required by law,
until the expiration of four years after the furnishing of the Services provided under this
Agreement, Contractor will make available to the Secretary of the U.S. Department of
Health and Human Services, the U.S. Comptroller General, and their representatives,this
Agreement and all books, documents, and records necessary to certify the nature and
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extent of the costs of those Services. If Contractor carries out its duties through a
subcontract worth $10,000 or more over a 12-month period with a related organization,
the subcontract will also contain an access clause to permit. access by the Secretary,
Comptroller General, and their representatives to the related organization's books and
records. The Contractor will notify Naples immediately of any such request.
8. Relationship Between Parties.
The parties acknowledge that Contractor is an independent contractor and not a
joint venturer,partner,employee or agent of NCH by virtue of this Agreement. NCH has
no control over the manner or method by which the Contractor meets its obligations
under this Agreement; provided, that the Contractor Services shall be performed in a
competent and efficient manner in accordance with current professional standards and
also that is in compliance with the policies of NCH. NCH will not withhold for the
Contractor any sums for income tax, Social Security, unemployment insurance or any
other employee withholding, nor will NCH offer the Contractor any employee benefits
including, without limitation, pension benefits, worker's compensation coverage and
death and disability insurance. As between NCH and the Contractor,the Contractor shall
be solely responsible for all employment related withholdings and benefits.
9. Termination of Agreement.
9.1 Termination for Cause. This Agreement may be terminated at any
time during the term, by either party immediately and without written notice, upon a
material breach of this Agreement by the other party.
9.2 Termination Without Cause. This Agreement may be terminated
without cause at any time during the term by either party giving the other party thirty(30)
days written notice.
9.3 Termination by Mutual Consent. The Contractor and NCH may agree
in writing to terminate this Agreement at any time.
9.4 Effective Date of Termination. The "Effective Date of Termination"
shall mean the day following the last day on which the Contractor actually performs
Services for NCH.
9.5 Advancement of Effective Date of Termination. The recipient of a
notice of intent to terminate (as opposed to the one giving such notice) shall have the
right to accelerate or advance the Effective Date of Termination to any intermediate date
by giving the other party written notice of the advanced Effective Date of Termination.
9.6 Services During Interim. Between the date of the Notice of Intent to
Terminate and the Effective Date of Termination, the Contractor shall continue to render
Services required under this Agreement as more particularly set forth in this Agreement.
160
8
Agreement,only
Compensation. In the event of the termination ofthis Agree e ,o y
that compensation accruing to the Contractor as of the Effective Date of Termination
shall be payable by NCH to the Contractor.
10. Notices.
Any notice required to be given under this Agreement shall be sufficient if sent in
writing to the party to be charged with such notice, and if sent by certified mail, return
receipt requested,to such party's last known address.
11. Conformity with Laws.
This Agreement shall be governed in all respects and construed in accordance
with the laws of the State of Florida. If any provision of this Agreement is held to be
invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in
full force and effect. Any suit, action or proceeding with respect to this Agreement shall
be brought in the Circuit Court for the Twentieth Judicial Circuit in and for Collier
County, Florida. In the event that any party brings an action to enforce its rights under
this Agreement then the prevailing party in that action shall be entitled to recover its
reasonable attorneys' fees and costs.
12. Amendments.
This Agreement may only be amended by an agreement in writing signed by the
Contractor and NCH.
13. Assignment.
This Agreement and the Contractor rights and obligations hereunder may not be
assigned by the Contractor without the express written consent of NCH.
14. Waiver.
A failure by either party to insist upon the strict performance of any covenant,
term or condition of this Agreement or to exercise a right or remedy shall not constitute a
waiver. No waiver of any breach shall affect or alter this Agreement, but each and every
covenant, condition and term of this Agreement shall continue in full force and effect
with respect to any other existing or subsequent breach.
15. Indemnification and Insurance
The Contractor and NCH shall indemnify each other for and against any liability
arising out of the acts or omissions of the other party, their agents or employees.
Contractor shall maintain in force General Liability insurance covering the Services the
contractor provides pursuant to this Agreement in at least such minimum amounts and
terms as may be required by NCH. Contractor shall furnish satisfactory evidence of such
insurance coverage to NCH upon request. The provisions of this section shall survive
�9'
16138
the expiration or termination of this Agreement. Collier County's liability is subject to
the limits of Section 768.28, Fla. Stat.
16. Complete Agreement.
The parties' intention is that this Agreement constitutes a fully integrated
document and, that it sets forth the full and complete agreement of the parties as to the
matters set forth herein. Each party hereby acknowledges and declares that, aside from
the matters specifically set forth herein, there are no other representations, covenants,
promises or agreements which included any parties' execution of this Agreement. By
executing this Agreement, each party further hereby acknowledges and declares that they
have had the full benefit of the advice and counsel of an attorney at law of its own
choosing (or adequate opportunity to seek such advice and counsel) and that this
Agreement has been entered into freely, voluntarily and with a full understanding and
appreciation of the rights and obligations hereby created.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day,month,and year first above written.
NCH Healthcare System,Inc. Contractor:
BOARD OF COUNTY
COMMISSIONERS,COLLIER
COUNTY
itL c-.--. B
By: / ` i
y: a*Ge__
,,� C es,- Tim Nance
c iv ver44 fes/y. Chairman
Date: 3/375 Date: Z\Z'k\.\-
A ITEST: : .
DWIGHT E. :ROCK,CL, K
.�..., .ear
"St as to Ch�url11a ° .
signature only.f o...... , n,,`'F
rtc, Deva• `"
proved as to form and I al sufficiency: °,�t „s ,.,.•
COO_E,e4/
olleen M. Greene
Assistant County Attorney
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EXHIBIT "A"
CONFLICT OF INTEREST STATEMENT
1. The Contractor shall exercise the utmost good faith in her duties to NCH and its
property. In Contractor dealings with and on behalf of NCH, Contractor shall be
held to a strict rule of honest and fair dealing. Contractor shall not use its
position, or knowledge gained therefrom, in such a way that a conflict might arise
between the interest of NCH and that of the Contractor.
2. All acts of the Contractor shall be for the best interest of NCH.
3. The Contractor shall not accept gifts, favors,or hospitality that might influence its
decision-making or actions affecting NCH.
4. Although it is recognized that a degree of duality of interest may exist from time
to time, such duality shall not be permitted to influence adversely the decision-
making process of NCR To this end, the Contractor shall promptly report the
possible existence of a conflict of interest for itself or any other person who may
have a conflict. The report shall be made to the CEO, if not disclosed herein.
5. A full disclosure to the CEO of NCH of all facts pertaining to any action that is
subject to any doubt concerning the possible existence of a conflict of interest
shall be made before consummating the action.
I understand the above and, unless noted below, I am unaware of any current conflicts of
interest that would relate to my duties described in this agreement.
B / ev,,a...e..._
Tim Nance, Chairman
Date: 21.24—\\ \�
Approved as to form and legality
OVOJA.liVi
py/AA IL.
Assistant County At orney
gni f '
tg•.•' i '- _ Exhibit "A"
A m TE 'fi- : ,- <�/. ,-- Page 1 of 1
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signature only . `` _