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#21-024-NS (Case Management Software System)
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 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. Risk Risk Management (,fs 23 2. County Attorney Office County Attorney Office i/ )7�a3 4. BCC Office Board of County Commissioners 1tl/AN-1 07/73 4. Minutes and Records Clerk of Court's Office Ca-11 I l/ IA 5. Procurement Services Procurement Services 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 Patrick Contact Information 239-252-8950 Contact/ Department O'Quinn/PROCUREMENT Agenda Date Item was NOVEMBER 14TH, 2023 Agenda Item Number 16.E.3. Approved by the BCC Type of Document ASSUMPTION Number of Original Documents 1 Attached AGREEMENT Attached PO number or account N/A 21-024-NS UNACASEPRO LLC number if document is CASE MANAGEMENT to be recorded SOFTWARE SYSTEM 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 STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? 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 PRO 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 PRO 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 PRO 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 11/14/2023 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC, all changes directed by the BCC have been made,and the document is ready for the an option for Chairman's signature. this line. ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this (9 F`` of W av-ev (e r , 2023 by and between UnaCasePro LLC.("UnaCasePro")and Collier County,a political subdivision of the State of Florida("County"), (collectively the "Parties"). WHEREAS, on June 30, 2021 the County awarded Agreement No. 21-024-NS, "Case Management Software System," to Olive App, LLC, ("Olive App"), which is attached hereto as Exhibit"A" (hereinafter referred to as"Agreement"); and WHEREAS, on May 23, 2023, UnaCasePro, acquired all of Olive App's assets as memorialized in the Bill of Sale and Assignment of Intellectual Property, attached as Exhibit"B;" and WHEREAS, UnaCasePro hereby represents to Collier County that by virtue of an acquisition of Olive App's assets it is the successor in interest in relation to the Agreement; and WHEREAS, the Parties wish to formalize UnaCasePro's assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, in consideration of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, it is agreed as follows: 1. UnaCasePro accepts and assumes all rights, duties, benefits, and obligations of Olive App under the Agreement, including all existing and future obligations to pay and perform under the Agreement. 2. UnaCasePro will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 4. Notice required under the Agreement to be sent to UnaCasePro shall be directed to: UnaCasePro: UnaCasePro LLC 1534 N. Moorpark Rd, STE 336 Thousand Oaks, California 91360 Phone: (844) 356-2424 Attention: Todd Mueller; email: tmueller@unacasepro.com 5. The County hereby consents to UnaCasePro's assumption of the Agreement in order to continue the services provided under Agreement No. 21-024-NS. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat Page 1 of 2 CAO UnaCasePro as it would have Olive App for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel, Clerk COLLIER COUNTY, FLORIDA &Cotptfoller B .oY B I ist Clerk y: t��-�o Cha�r�l� Y �,t mature only. LoCastro, Chairman A"pbi;v'ed as to Form and Legality: By: De y County Attorney UnaCasePro's Witnesses: UnaCasePro LLC By: • First WitnessS n _ et, 79 si_ 1C�ll'lsh sac M Ll Cj i TType/print signature and titleT TType/punt witness nameT Second Witness C.&a TTYp p e/ rint witness name Page 2 of 2 EXHIBIT "B" BILL OF SALE AND ASSIGNMENT OF INTELLECTUAL PROPERTY THIS AGREEMENT is made this 23 May 2023, by and between OliveApp, LLC, hereinafter referred to as "Seller,"and UnaCasePro, LLC, hereinafter referred to as 'Buyer." WHEREAS, Seller is the owner of certain intellectual property more fully described in Exhibit A attached hereto (the "Property"); and WHEREAS, Buyer desires to purchase the Property, and Seller desires to sell the Property on the terms and conditions set forth below. NOW, THEREFORE, for and in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Sale and Transfer of Property: Seller agrees to sell, transfer, assign, convey, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller's right, title, and interest in and to the Property. 2. Purchase Price: In consideration for the sale, transfer, assignment, conveyance, and delivery of the Property, Buyer agrees to pay Seller the total amount of 1 Dollar(Si). Payment shall be made to Seller at 1534 N. Moorpark Rd Ste 336, Thousand Oaks, CA 91360, on or before 05/23/2023. 3. No Conflicting Agreement: Seller represents and warrants that it has not entered into any agreement that would conflict with this Agreement and that Seller has the full right to sell the Property to Buyer. 4. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. 5. Amendments: This Agreement may be changed only by written agreement of both parties. 6. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written, between the parties concerning the subject matter hereof. IN WITNESS WHEREOF, the Seller has executed this Bill of Sale and Assignment of Intellectual Property as of the Effective Date first above written. z , Todd Mu61Ier Todd Mueller 5/23/2023 5/23/2023 CAO Exhibit A: 1.www.unacasepro.com Text, graphics, photos, videos, and other content currently available on the website, All coding, including HTML, CSS, Javascript, and other programming languages used in the creation and functioning of the website. 2. *.unacasepro.com Text, graphics, photos, videos, and other content currently available on the website. All coding, including HTML, CSS, Javascript, and other programming languages used in the creation and functioning of the website. RECEIPT FOR PAYMENT OF INTELLECTUAL PROPERTY ASSETS Date: 5/23/2023 Received From: UnaCasePro, LLC Address: 1534 N. Moorpark Rd. Ste. 336, Thousand Oaks, CA 91360 Paid To: OliveApp, LLC Address: 1534 N. Moorpark Rd Ste. 336, Thousand Oaks, CA 91360 Transaction Details: - Purpose of Payment: Purchase of Intellectual Property Assets - Description: Payment for the transfer of intellectual property assets as detailed in the Agreement for Transfer of Intellectual Property Assets dated 5/23/2023 between UnaCasePro, LLC ("Transferor") and OliveApp, LLC ("Transferee"). - Intellectual Property Assets: Reference Exhibit A of the Agreement Payment Details: - Amount Paid: $1 00 - Payment Method: Cash Acknowledgement: We, OliveApp LLC, hereby acknowledge receipt of the amount of$1.00 from UnaCasePro, LLC, as payment toward the intellectual property assets described above. Authorized Signature: Name: Todd Mueller Title: CTO CAO DocuSign Envelope ID:CC7OCE87-DDF4-427E-BE1 D-036F44DA87D5 EXHIBIT "A" COLLIER COUNTY AGREEMENT/Order # 21-024-NS FOR CASE MANAGEMENT SOFTWARE SYSTEM THIS Agreement/Order # 21-024-NS (hereafter A/O # 21-024-NS) , made and entered into on this 6/30/202](date), by and between Olive App, LLC, a California Limited Liability Company, (the "Olive App" and/or "Contractor") and Collier County, a political subdivision of the State of Florida, (the "Customer" and/or "County"): 1. A/O # 21-024-NS TERM. A/O# 21-024-NS term shall be for three years. 2, SCOPE OF WORK. The services and fees due to OLIVE APP are as set forth in Section 3 below, 3, FEES. The fees due to the Contractor are as follows: Description Year 1 Year 2 Year 3 Number of Users 12 12 12 Annual Cost for 12 Users $7,500 $7,500 $7,500 One-Time Costs $12,500* $0 $0 Total Annual Cost $20,000 $7,500 $7,500 *to be paid upon completion 4. PAYMENT AND AGREEMENT THRESHOLD AMOUNT. Payments to the Contractor are due upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act." Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. The County may pay the Contractor for the performance of this A/O#21-024-NS a not-to-exceed amount of Fifty Thousand Dollars ($50,000) per County fiscal year (October 1st to September 30th) without the prior approval of the Board of County Commissioners. This amount is not to be construed as a maximum or minimum agreement amount, and the fees referenced in Section 3, above, reflect the amount agreed upon by the parties. 5. SALES TAX. Collier County, Florida as a political subdivision of the State of Florida is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531 C-1. 6, AGREEMENT ADMINISTRATION. This A/O#21-024-NS shall be administered on behalf of the County by the Emergency Medical Services Division. 7, SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this A/O # 21-024-NS is subject to appropriation by the Board of County Commissioners, 8. INSURANCE. The Contractor shall provide insurance as follows: [21-P RC-04681/1641880/1) Page 1 of 4 Collier County Agreement#21-024-NS DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1 D-036F44DA87D5 A, Commercial General Liability: Coverage shall have minimum limits of$1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws, The coverage must include Employers' Liability with a minimum limit of$1,000,000 for each accident. C. Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and aggregate. D. Technology Errors & Omissions: $1,000,000 Per Occurrence. Special Requirements; Collier County Board of County Commissioners, shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. Except for Professional Liability and Technology Errors and Omissions, this insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. 9. NOTICES. All notices from the County to the Contractor and from the Contractor to the County, shall be deemed duly served if mailed or emailed to the Contractor at the following: Olive App, LLC Board of County Commissioners for Collier County, 1534 N Moorpark Rd., Ste 336 Florida Thousand Oaks, California 91360 Public Services Division Attention: Todd Mueller, Co-Founder Community and Human Services Division Telephone: (844) 356-2424 Address: 3339 Tamiami Trail East E-Mail(s): tmueller anoliveapp.co Naples, Florida 34112 Attention: Louise Pelletier, Manager Telephone: 239-252-2696 E-Mail(s): Louise.Pelletier@Colliercountyfl.gav The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this A/O # 21-024-NS , the County may terminate this A/O# 21-024-NS for cause; further the County may terminate this A/O # 21-024-NS for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this A/O # 21-024-NS , Contractor's recovery against the County shall be limited to that portion of the A/O # 21-024-NS Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. [21-P RC-04681/1641880/1] Page 2 of 4 Collier County Agreement# 21-024-NS C40 DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1 D-036F44DA87D5 11. COMPLIANCE WITH LAWS. By executing and entering into this A/O # 21-024-NS , the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to the Service , including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119,0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(a?colliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract,transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 12. PUBLIC ENTITY CRIME. By its execution of this A/O # 21-024-NS, the Contractor acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public entity crime. 13. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, [21-PRC-04681/1641880/1] Page 3 of 4 Collier County Agreement#21-024-NS c ate DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 creed or national origin. 14, TRAVEL AND REIMBURSEMENT EXPENSES. Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112,061 Fla. Stats and County Ordinance. 15. COMPONENT PARTS OF THIS AGREEMENT. This A/O # 21-024-NS consists of the following component parts, all of which are as fully a part of the A/O # 21-024-NS er as if herein set out verbatim: Insurance Certificate(s), and Exhibit A: Request for Quote 2011-010; Exhibit B: Olive App Subscription Service Agreement.; Exhibit C; Federal Contract Provisions. IN WITNESS WHEREOF, the parties have executed this NO#21-024-NS by an authorized person or agent on the date and year first written above. CONTRACTOR BOARD OF COUNTY COMMISSIONERS /11 "D/G p y 1 ' r COLLIER o COUNTY, FLORIDA gned by: hudixx B, "44' 11144444 F7E7931630E04C7... �-3ECCC8279B554F5... ERA signature Jnlvvl Sri I LI Director of Procurement Services Division Todd Mueller co-founder 6/30/2021 TType/print signature and titleT Date 6/28/2021 Date AnnrntrAri ac to Form and Legality: --Doc uSig ned by: ` 414 Jt•Vtl 1\DCI Gach, Deputy County Attorney [21-PRC-04681/1641880/1] Page 4 of 4 Collier County Agreement#21-024-NS 10 DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 Co�` EXHIBIT A �Lier County Administrative Seivices Department Procurement Services Division COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS REQUEST FOR QUOTE (RFQ) FOR Case Management Software System Services for Seniors Program Louise Pelletier, Mgr./ Senior Programs and Social Services TELEPHONE: (239) 252-2696 Louise.Pelletier@colliercountyfl.gov This solicitation document is prepared in a Microsoft Word format. Any alterations to this document made by the Consultant may be grounds for rejection of proposal,cancellation of any subsequent award, or any other legal remedies available to the Collier County Government. Cq DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1 D-036F44DA87D5 • SOLICITATION PUBLIC NOTICE PROJECT TITLE: Case Management Software System POST DATE: November 18,2020 QUOTE OPENING DAY/DATE/TIME: December 1,2020 at 3:00pm PLACE OF QUOTE OPENING: Naples,Florida 34112 All proposals shall be submitted online via the Collier County Procurement Services Division Online Bidding System: https://www.bidsync.com/bidsync-cas/ INTRODUCTION As requested by the Community& Human Services Division(hereinafter,the"Division or Department"),the Collier County Board of County Commissioners Procurement Services Division(hereinafter,"County")has issued this Request for Quote(hereinafter,"RFQ") with the intent of obtaining bid submittals from interested and qualified vendors in accordance with the terms, conditions and specifications stated or attached. The vendor, at a minimum, must achieve the requirements of the Specifications or Scope of Work stated. BACKGROUND Located in Southwest Florida,Collier County is geographically,the largest county in the state with 2,025 square miles of land area,The Bureau of Economic and Business Research (BEBR)estimates that the entire County 2020 population is approximately 378,700 with the majority of the population concentrated along the Gulf Coast.Naples,Marco Island and Everglades City are the three incorporated cities in Collier County. Community and Human Services(CHS)is the responsible Collier County entity for being the Lead Case Management Agency to receive Federal and State funding from the Area Agency on Aging of Southwest Florida under the Florida Department of Elder Affairs to serve Seniors with in-home and nutrition services. TERM OF CONTRACT The agreement term, if an award is made, is intended to be for one year(2020 to 2021)with two one year additional renewals(21-22) (22-23)of performance to begin from date of award. Prices shall remain firm for the term of this agreement. Surcharges will not be accepted in conjunction with this agreement,and such charges should be incorporated into the pricing structure. AWARD CRITERIA RFQ award criteria are as follows: ➢ For the purposes of determining the winning bidder,the County will select the vendor with the lowest price as outlined below: • Lowest Total Quote ➢ Collier County reserves the right to select one, or more than one supplier, award on a line item basis, establish a pool for quoting,or other options that represents the best value to the County;however, it is the intent to: • Identify a Single Awardee ➢ The County reserves the right to issue a formal contract or standard County Purchase Order or utilize the County Purchasing Card for the award of this solicitation. DETAILED SCOPE OF WORK Collier County needs to secure a Case Management Software System to replace the existing Client Information Management System(CIMS),an internal County system that is utilized to serve the Services for Seniors Program,The system maintains all client case narratives and the calculations for the case manager billing entries that are submitted to AAASWFL/DOEA. CA DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1 D-036F44DA87D5 SCOPE OF SERVICES: 1. The new application/database is to be web based and accessible only by approved users via username/password, preferably employing a single sign on method.Users will be able to work on the application/in the database in both online and offline modes and across all compatible devices(iPhone,tablet,etc....)and data will sync when internet connectivity is resumed. 2. All current data from the current application,CIMS,will be imported into the new application.The new application will have the capacity to share data securely with other agencies on a need-to-know basis,ensuring that users see and edit only allowable records, 3. New application will integrate or link to encrypted email,the web-based State Database CIRTS and synch with Outlook Calendar and will archive records after a prescribed time of inactivity(TBD)and possibly delete records after 7 years from being closed/made inactive...if determined a logical option after consultation. 4. The new application will store all client demographic information including emergency contact information allowing multiple phone contacts,email addresses etc.... will allow the ability to include/download a picture of client in his/her record which would display on the client's main page. 5. The new application will have multiple search options for locating clients in the database...for example by name, SSN,Client ID,Phone#,Emergency Contact name,etc.... or indirectly by grant or Case Manager. CIMS is currently limited to searching by client name only or indirectly by grant and Case Manager. 6. The new application will enable the agency to create new standardized forms*/prefigured templates such as Service Authorizations,Service Modifications,Copay Modifications,etc.,..,which will be housed in the application along with other 3rd party documents/forms that may need to be imported... for example DOEA Care Plans,DOEA Financial Worksheets,DOEA Assessment Tool and will support multiple formats including PDF, Microsoft Word and Excel documents. *Application will utilize autofill to populate client data(i.e.,name, address,phone number,date of birth), across all identical fields, across all forms(where applicable)to eliminate repetition and reduce error. But data fields will also be editable as determined appropriate/necessary..,i.e.the clients physical address may not be his/her billing address or where supplies will be shipped...or the clients home phone number may not be the primary/most appropriate number to call...must be able to override the default data. The new application will enable the agency to build full featured reports based on prefigured templates without assistance from technical staff. The new application will allow the agency the ability to modify features of the application in house and without needing to seek outside technical assistance has needs/desires change...such as adding removing the grant, adding/removing data fields and/or modifying a business rule such as those which dictate the scheduling. The new application will have the capacity to expand the future to include other non-case management components of the program,such as fiscal related activities i.e.,client co pays, invoicing,CM billing. 7. Case Narratives a. Each narrative created must be signed by the creator(i.e. Case Manager). Users need to be able to apply a signature to the end of each narrative but do not wish to use an electronic signature that is date stamped and permanent. Currently all narratives are printed,periodically,and each individual narrative is signed by hand then scanned into the client's record/folder on a network drive. The only other option currently is to create the narratives from CIMS in a PDF format,using Adobe Pro,and then applying our signature to each narrative.Using either of these options is less then optimal and will not meet our needs moving forward. b. The content of the Case Narratives need to be editable and the creator(Case Manager/User)must be able to manually assign the date the activity was completed(some narratives are created a day or two after the activity was completed), or a date can be entered in error and later needs to be corrected. c, Each narrative created is tied to a specific grant(funding source)based on the grant the client record has been assigned to in CIMS,and the time assigned to the narrative is recorded,calculated and included in a printable time report. One change we would like to see with a new application that CIMS currently cannot do is correct a narrative/activity entered in CIMS under the wrong grant. The Case Manager enters a narrative(activity)in CIMS but because the change did not occur it is recorded under the CCE grant,not CAO DocuSign Envelope ID:CC70CE87-DDF4-427B-BE1D-036F44DA87D5 HCE as it should have been. Once this narrative/activity is created and saved it is there permanently, y, forever in CIMS tied to CCE. Currently,we make a note in the narrative of the error and that the activity will be billed in the DOEA CIRTS database to HCE,not CCE.Then the same note is made on the CCE and HCE Time Reports, so that in the future if/when the discrepancy in records is noted,an explanation exists. We would like to see a resolution for this to be considered._such as an override for a specific narrative so that this can be corrected and all records accurate(this note is also repeated later under Time management since recording time is linked to the narrative/grant). 8. Case Management Time Management When a narrative is entered in CIMS for a client,the User identifies the date of the activity,the amount of time spent on that activity,who performed that activity,and the type of the activity performed(Annual,6 Month Care Plan Review,Monthly or Other).. a. The time for the activity can be entered as a"Billable"activity or a"Non-Billable"activity(note: not all activities performed meet the criteria for"billable"). At this time, only time associated with a"Billable" activity is reported,though being able to run separate time reports for both is desired. b. Time is entered for a client narrative(indicating an activity was performed) in hours and minutes(lhr=1 unit).Minutes are added up,by each date,and rounded to the next quarter hour. (see below) So,for instance...if a Case Manager documented 1 contact with a client today and spent 10 mins...the time to be billed for this client on this day will be .25 unit. If instead the Case Manager documents 2 contacts with the client, the 1st for 10 mins and the 2"d for 8 mins(thus a total of 18 minutes)....then the time to be billed for this client today will be .5 units.Likewise, if the Case Manager makes a home visit and creates the narrative recording 6 hrs. for this activity and then later records in a narrative 35 minutes for completing and faxing documents related to this same client,the time billed on this day for this client will be 6.75 units. Minutes _Units Hours 1-15 16-30 1/2 31-45 3 3/4 46-60 1 1 c. Time Reports,which are created and used to report billing units in the DOEA Website CIRTS,are run according to defined date ranges based on Monthly billing cycles. However,reports can also be run using any date range, grant,or case manager configuration for just viewing,non-reporting purposes. The"Time Report" lists all clients(and their SSN)for whom time was recorded during that date range,for that grant and for that case. d. One change we would like to see with a new application that CIMS currently cannot do is correct a narrative/activity entered in CIMS under the wrong grant. For example,today a client was to be changed from CCE to HCE in CIMS,but this action was not completed as planned. The Case Manager enters a narrative(activity)in CIMS but because the change did not occur it is recorded under the CCE grant, not HCE as it should have been. Once this narrative/activity is created and saved it is there permanently, forever in CIMS tied to CCE. Currently,we make a note in the narrative of the error and that the activity will be billed in the DOEA CIRTS database to HCE, not CCE.Then the same note is made on the CCE and HCE Time Reports, so that in the future if/when the discrepancy in records is noted, an explanation exists. We would like to see a resolution for this to be considered..,such as an override for a specific narrative so that this can be corrected and all records accurate(same note included above in#11 as Case Narratives are linked to Time/grants). DocuSign Envelope ID:CC70CE87-DDF4-427B-BE1 D-036F44DA87D5 r e. When a client is entered into CIMS they are linked to 1 specific g ant...the grant to which all time recorded for this client should be billed. CIMS only tracks the activities as it relates to the managing of their case—thus it is strictly a Case Management database. One client may be enrolled in multiple programs(such as CCE and HCE, or CCE and OA3B,or ADI,CCE and OA3E),however,their Case Management is linked to only 1 grant at a time...and it is this link that is tracked in CIMS. f. Case Mgt grants can change. One day the client may be identified in CIMS as receiving CCE Case Management,but tomorrow,or next week,he/she may be transferred to another grant(due to changing service needs and/or funding allocations). The designation in CIMS is changed as needed but the client's past activities remain linked to the previous grant or grants for historical/reporting purposes.The new grant only begins on the day/date it was revised and moving forward, indefinitely or until it is again revised. Of course,as the grant designation changes so do the business rules for the client's Assessments/contacts.CIMS tracks all of this and adjusts accordingly. VENDOR CHECKLIST ***Vendor should check off each of the following items as the necessary action is completed(please see,Form 2: Vendor Check List): The Solicitation Submittal has been signed. The Solicitation Pricing Document(Bid Schedule/Quote Schedule/Proposal Pricing/etc.)has been completed and attached. All applicable forms have been signed and included,along with licenses to complete the requirements of the project. Any addenda have been signed and included. Affidavit for Claiming Status as a Local Business,if applicable. Division of Corporations-Florida Department of State—http://dos.myflorida.com/sunbiz/(If work performed in the State). E-Verify/Immigration Affidavit(Memorandum of Understanding). DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 ' . �TAN 6'''-, HIBIT B titik 0 f �` Olive a "Lr ' € �v .ems e SS �j,'c gIr x a �� " �e� pr .d�tit 4' yyy3 „ ��414" " ` ^xa 8 ,u� ' b 4 �~ � � AV,. > ' '> tilivf 1: % `i- - ' 4ziii " kAi yts ,fix t i,I % , N J kh sr ^6c fi- ; fr' i e`" * t- , s '" Lt r f , , 'i ir:4:..4.4t.,.a*.t144, ,A,.1.. .,..1.4:,,,,,•,;,.4 k.NT .,4,-. �, w4,%m Wry Asa -,. ,, • , s ,k� ,--g$"4,4:-.4'+• r3mre Pew , . x" A„ 4 •' 'i l a fo,44- Subscription Services Agreement DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1 D-036F44DA87D5 Table of Contents 1.0 Introduction 1 2.0 Software Service 2 3.0 Use of Service 2 4.0 Warranty Disclaimer 3 5.0 Payment 3 6.0 Mutual Confidentiality 4 7.0 Property 6 8.0 Term & Termination 7 9.0 Liability Limit 8 10,0 Defense of Third-Party Claims 8 11.0 Governing Law & Forum 9 12.0 Other Terms 10 13.0 Schedule 1 - Service Level Agreement 12 DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1 D-036F44DA87D5 } ` � a § , a r � S,YFN 1tk A " {1 III 0 Introduction This agreement is between Olive App, LLC, a California limited liability company (Olive), and the Customer agreeing to these terms (Customer), effective as of the date of the last signature below. [21-PRC-04681/1641882/1] CA( DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1 D-036F44DA87D5 2 . 0 Software Service This agreement provides Customer access to and usage of an Internet-based software service, including, without limitation, its features, functions, and user interface, as specified on a Purchase order (Service). Onboarding and training services may also be provided by Olive if specified under a Purchase order. 3 . 0 Use of Service a. Customer Owned Data. All data uploaded by Customer to the Service remains the property of Customer, as between Olive and Customer (Customer Data). Customer grants Olive the right to use the Customer Data solely for purposes of performing under this agreement. During the term of this agreement, Olive will provide Customer Data upon request. b. Access and Usage. Customer may allow its contractors to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for compliance with this agreement by its contractors. c. Customer Responsibilities. Customer: (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Olive promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service's user guide and applicable law. d. Olive Support. Olive must provide Customer support for the Service under the terms of Olive's Customer Support Policy(Support), as it exists as of the effective date of this agreement,which is located at oliveapp.co/support. 2 [21-PRC-04681/1641882/1] CA-0 DocuSign Envelope ID:CC70CE87-DDF4-427B-BE1 D-036F44DA87D5 4 . 0 Warranty Disclaimer THE SERVICE IS PROVIDED AS IS' WITHOUT WARRANTY. Olive DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,TITLE,AND FITNESS FOR A PARTICULAR PURPOSE.WHILE Olive TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, Olive DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE,AND USE MAY BE INTERRUPTED. 5 . 0 Payment Customer must pay all fees as specified on all purchase orders. This agreement contemplates one or more purchase orders for the Service, which purchase orders are governed by the terms of this agreement. 3 (21-PRC-04681/1 641 882/1 DocuSign Envelope ID:CC70CE87-DDF4-427B-BE1D-036F44DA87D5 6 • 0 Mutual Confidentiality a. Definition of Confidential Information. Confidential Information, trade secrets, and proprietary confidential business information shall be as defined under Florida law and exempted from disclosure by the Florida Public Records Act, Chapter 119, Fla, Stat. Confidential Information includes, without limitation, all non-public information disclosed by a party (Discloser)to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, (Confidential Information). Olive's Confidential Information includes, without limitation, the Service, its user interface design and layout, Customer's Confidential Information includes, without limitation, the Customer Data b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality ofits own confidential information (but in no event less than reasonable care), and it may notdisclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement. c. Exclusions. Confidential Information excludes information that: (i)is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii)was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order. 4 121-PRC-04681/1641882//111 (C:T O ti DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 d. Data Security Measures, Security Measures. In order to protect Customer's Confidential Information, Olive: (i) implements and maintains all reasonable security measures appropriate to the nature of the Confidential Information including, without limitation, technical, physical, administrative, and organizational controls, and will maintain the confidentiality, security, and integrity of such Confidential Information; (ii) implements and maintains industry standard systems and procedures for detecting, preventing, and responding to attacks, intrusions, or other systems failures and regularly tests, or otherwise monitors the effectiveness of the safeguards' key controls, systems, and procedures; (iii) designates an employee or employees to coordinate implementation and maintenance of its Security Measures (as defined below); and (iv)identifies reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Customer's Confidential Information that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such information, and assesses the sufficiency of any safeguards in place to control these risks (collectively, Security Measures). Notice of Data Breach, If Olive knows that Customer Confidential Information has been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this agreement, Olive will promptly alert Customer of any such data breach, and immediately take such actions as may be necessary to preserve forensic evidence and eliminate the cause of the data breach. Olive will give highest priority to immediately correcting any data breach, and will devote such resources as may be required to accomplish that goal. Olive will provide Customer with all available information reasonablynecessary to enable Customer to fully understand the nature and scope of the data breach.To the extent that Customer, in its sole reasonable discretion, deems warranted, Customer may provide notice to any or all parties affected by any data breach. In such case, Olive willconsult with Customer in a timely fashion regarding appropriate steps required to notify third parties. Olive will provide Customer with information about what Olive has done or plans to do to minimize any harmful effect of the unauthorized use or disclosure of, or access to, Confidential Information. 5 (21-PRC-04681/1641882/1] ,(;;tit) DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 7 . 0 Property a. Reservation of Rights. The Service is the proprietary property of Olive and its licensors, and all right, title, and interest in and to the Service, including all associated intellectual property rights, remain only with Olive. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Olive reserves all rights unless expressly granted in this agreement. b. Restrictions. Customer may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, ortortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes. c. Statistical Information. Olive may compile statistical information related to the performance of the Service and may make such information publicly available,provided that such information does not identify Customer Data, and there is no means to re-identify Customer Data. Olive retains all intellectual property rights in such information, 6 (21-PRC-04681/1641882/1] DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 8 . 0 Term & Termination This agreement is for a three-year term commencing on the effective date of this agreement, as more specifically set forth in the Customer's Agreement/Order #21- 024-NS, and shall continue until all purchase orders have expired or are terminated for material breach under Section 8(b). a.Mutual Termination for Material Breach. If either party is in material breach of this agreement,the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured. b.Return of Customer Data. i, Within 60 days after termination, upon request Olive will make the Service available for Customer to export Customer Data as provided inSection 2(a). ii. After such 60-day period, Olive has no obligation to maintain the Customer Data and may destroy it. c. Return Olive Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay Olive for any unpaid amounts for the Service and destroy or return all property of Olive. Upon Olive's request, Customerwill confirm in writing its compliance with this destruction or return requirement. d. Suspension for Violations of Law. Olive may temporarily suspend the Service and/or remove the applicable Customer Data if it in good faith believes that, as part of using the Service, Customer has violated a law. Olive will attempt to contact Customer in advance. f. Suspension for Non-Payment. Olive may temporarily suspend the Service if Customer is late on any payment due pursuant to a purchase order as provided for in the Florida "Local Government Prompt Payment Act." Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. 7 (21-PRC-04681/1641882/1) DocuSign Envelope ID:CC70CE87-DDF4-427B-BE1D-036F44DA87D5 9 • 0 Liability Limit a. Exclusion of Indirect Damages. Olive is not liable for any indirect, special, incidental, or consequential damages arising out of or related to this agreement (including, withoutlimitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue, or anticipated cost savings), even if it knows of the possibility or foreseeability of such damage or loss. b. Total Limit on Liability. Except for Olive's indemnity obligations, Olive's total liability arising out of or related to this agreement (whether in contract, tort, or otherwise) does not exceed the amount paid by Customer within the 12-month period prior to the event that gave rise to the liability. 10 . 0 Defense of Third-Party Claims a. Olive will defend or settle any third-party claim against Customer to the extent that such claim alleges that Olive technology used to provide the Service violates a copyright, patent, trademark, or other intellectual property right, if Customer promptly notifies Olive of the claim in writing, cooperates with Olive in the defense, and allows Olive to solely control the defense or settlement of the claim. Costs. Olive will pay infringement claim defense costs it incurs in defending Customer, Olive-negotiated settlement amounts, and court-awarded damages. Process, If such a claim appears likely, then Olive may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If Olive determines that none of these are reasonably available, then Olive may terminate the Service and refund any prepaid and unused fees. Exclusions, Olive has no obligation for any claim arising from: Olive's compliance with Customer's specifications; a combination of the Service with other technology or aspects where the infringement would not occur but for the combination;; or technology or aspects not provided by Olive. THIS SECTION CONTAINS CUSTOMER'S EXCLUSIVE REMEDIES AND Olive's SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. 8 [21-PRC-04681/1641882/1I �CA�O DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 b. If a third party claims against Olive that any part of the Customer Data is unlawful or infringes or violates that party's patent, copyright, or other right, to the extent limited by Florida law, Customer will defend Olive against that claim at Customer's expense and pay all costs, damages, and attorneys'fees that a court finally awards or that are included in a settlement approved by Customer,provided that Olive promptly notifies Customer of the claim in writing, cooperates with Customer in the defense, and allows Customer to solely control the defense or settlement of the claim, The foregoing indemnification and defense shall not constitute a waiver of Customer's sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28, nor shall the same be construed to constitute an agreement by Customer to indemnify and defend Oliver for its negligent, wrongful or intentional acts or omissions, • 0 Governing Law & Forum This agreement is governed by the laws of the State of Florida (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Collier County, Florida, and the parties submit to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party. 9 [21-PRC-04681/1641882/1) DocuSign Envelope ID:CC70CE87-DDF4-427E-BE1 D-036F44DA87D5 1 2 . 0 Other Terms a. Entire Agreement and Changes. This agreement and Customer's Agreement/Order # 21-024-NS constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it. b. No Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement and all purchase orders may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all the businesses or assets of a party. c. Independent Contractors. The parties are independent contractors with respect to each other. d. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events. e. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement, f. No Additional Terms. Olive rejects additional or conflicting terms of a Customer's form-purchasing document. g. Order of Precedence. If there is an inconsistency between this agreement and the Customer's Agreement/Order #21-024-NS r, Agreement/Order#21-024-NS prevails 10 [21-PRC-04681/1641882/1] ,\C;A0 DocuSign Envelope ID:CC70CE87-DDF4-427B-BE1 D-036F44DA87D5 I h. Survival of Terms. Any terms, that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive (including, without limitation, the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply. i. Feedback. If Customer provides feedback or suggestions about the Service, then Olive (and those it allows to use its technology) may use such information without obligation to Customer. �. as - x 5 Customer CJ�Ive App��, x Signature: Signature: /—DocuSigned by: '.. f- Docu,,Sig f!ne��dby: tt- �44.A44 L4 '^--F7E7931630E04C7... 3ECCC8279B554F5... Printed Name: Printed Name: Sandra Herrera Todd Mueller Title: Title: Procurement Di rector Co-founder Date: 6/30/2021 Date: 6/28/2021 Address: Address: 1534 N Moorpark Rd. Ste. 336, Thousand Oaks CA 91360 11 (21-PRC-04681/1641882/1 DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1 D-036F44DA87D5 • 13 . 0 Schedule 1 — Service Level Agreement Service Commitment Olive will use commercially reasonable efforts to make Service Instances (defined below) available with a Monthly Uptime Percentage (defined below) of at least 99.5% during any month of the year (the"Service Commitment"). In the event Olive does not meet the Monthly Uptime Percentage commitment, you will be eligible to receive a Service Credit as described below. Definitions i, "Monthly Uptime Percentage" for a given Service Instance is calculated by subtracting from 100% the percentage of 1 minute periods during the month in which the Service Instance was "Unavailable". If you have been running that Service Instance for only part of the month, your Service Instance is assumed to be 100% available for the portion of the month that it was not running. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Olive SLA Exclusion (defined below). ii. "Service Instance" means an Olive SaaS service instance. Hi. "Unavailable" means that all connection requests to the running Service Instance fail during a 1 minute period. iv. A"Service Credit" is a dollar credit, calculated as set forth below, that Olive may credit to an eligible account. Service Credits Service Credits are calculated as a percentage of the value of the Service for the month, based on the current list price, in which Olive SeaS did not meet the Monthly Uptime Percentage commitment. 12 (21-PRC-04681/1641882/1 i DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 sorvicp OrOdit Percentage Monthly Uptime Percentage eir � Less than 99.5% but equal to or greater than 10% 99,0% Less than 99.0% 20% Service Credits will not entitle you to any refund or other payment you may owe to Olive or an Olive provider. A Service Credit will be applicable and issued only if the credit amount is greater than one United States Dollar($1 USD),You are not entitled to a Service Credit if the Monthly Uptime Percentage is 99.5% or greater. Credit Request and Payment Procedures To receive a Service Credit, you will need to submit a claim by sending an email to sia@oliveapp.co.To be eligible, the credit request must be received by us within 30 days of the occurrence of the incident and must include: a. the words"SLA Credit Request" in the subject line; b, the dates and times of each Unavailability incident you are claiming; c, the Olive URL of the affected service instances; and d. your request logs or screenshots that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks). If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then Olive will issue the Service Credit to you within 90 days of your request. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. Olive will notify you within 90 days if your Service Credit request is denied for any reason. 13 [21-PRC-04681/1 641 882/1] DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 Ili Olive SLA Exclusions The Service Commitment does not apply to any unavailability, suspension or termination of Olive Service, or any other Olive performance issues: (a) that result from a suspension due to non-payment of Subscription Service Fees, (b) that result from your failure to upgrade to a Supported Version of the Service, (c) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Olive and its providers, (d)that result from any voluntary actions or inactions from you or any third party (e.g., snapshot restores, customization publishing, not scaling storage when the storage is close to full, misconfiguring security groups, VPC configurations or credential settings, etc.), (e) that result from you not following the guidelines described in the Olive Licensing Guide, (f) that result in long recovery time due to insufficient resource level capacity purchased for your database workload, (g) that result from your equipment, software or other technology and/or third-party equipment, software or other technology (other than third party equipment within our direct control), (h) that result from any regularly scheduled maintenance as provided for pursuant to the Agreement, or(i) arising from our suspension and termination of your right to use Olive in accordance with the Agreement (collectively, the"Olive SLA Exclusions"), If availability is impacted by factors other than those explicitly used in our Monthly Uptime Percentage calculation, then Olive may issue a Service Credit considering such factors at our discretion. This SLA applies separately to each account using Olive Service. 14 (21-PRC-04681/1641882/1] DocuSign Envelope ID:CC70CE87-DDF4-427B-BE1D 036F44DA87D5 v �F �Y . ., i",::'''t.,7"'''n. * ' :: -, " ,.". ;^'',,1,.,, ''.,'''''','''4<tv12 '''' E'er $. 'e i 3rT3Sk t "A. tf zy. 4 ,....,11.t N.,,s.,15t ,rA.,,-.,,,,,,,- tAki:i...tot z } .. °4. Y W5 - y kx {fi+ 4 � gy +,s:.4 r e a+»�u s'L� *:1 Otive t: (844) 356-2424 e: support©Oliveapp,co w: oliveapp.co 9 DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 EXHIBIT C EXHIBIT I.A FEDERAL CONTRACT' PROVISIONS U.S.DEPARTMENT OF HEALTH AND HUMAN SERVICES (ADMINISTRATION ON AGING)(CFDA 93.0XX) AND FLORIDA DEPARTMENT OF ELDER AFFAIRS(CSFA;65.0.10,65.004) The supplemental conditions contained in this section arc intended to cooperate with, to supplement, and to modify the general conditions and other specifications.in cases of disagreement with any other section of this contract,the Supplemental Conditions shall govern. contractor means an entity that receives a contract. The services perlimi ed by the awarded Contractor shall be in compliance with the provisions of Title A5 CFR Part 75; and/or 45 CFR Part 92; and/, 2 CFR Part 200; and OW Circular A-133, and/or other applicable regulations,.it shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project.,in general, b)The contractor(including all subcontractors)must insert these contract provisions in each lower tier contracts(e.g.subcontract or sub-agreement); 2) The contractor (or subcontractor) must incorporate the applicable requirements of these contract provisions by reference for work done under any purchase orders, rental agreements and other agreements for supplies or services; 3) The prime contractor is responsible for compliance with these contract provisions by any subcontractor, lower-tier subcontractor or service provider. FEDERAL STATUTORY AUTHORITY Older Americans Act of l965 (OAA);42 U.S.0§ 3001 et seq.,as amended OLDER AMERICANS ACT PROGRAM FUNDS OAA Title ill H -Supportive Services; OAA Title iIIC I -Congregate Meals; OAA Title 111C2- Home Delivered Meals; OAA Ill E-Supplemental Services,Grandparent Services NSW-Nutrition Services Incentive Program 'TSTF'-Alzheimer's Disease Initiative Title 45 Public Welfare(45 CI712 1321) Chapter XIII Office of human Development Services,Department of Health and Human Services Part 1321.65 Grants to State and Community Programs on Aging; Part 1321,67 Service Contributions FLORIDA STATUTORY AUTHORITY TITLE XXX(Social Welfare);Chapter 430(}alder Affairs) Section 215.97&215.971,1.S. Rule Chapter 58D-1,F.A,C.; Sections 430.501-.504,P.S. CONTRACT COMPLIANCE OVERVIEW Under the Florida Department of Elder Affairs Older Americans Act, the contractor must comply with the contract documentation,conform to state and A A A policies,and comply with federal and state statutory and regulatory requirements. (Re%' Depatvnrenr of 1:1der,iOiilrs Programs and Services Handbook, Chapter 4. Page 22;,lulu 2018: Older Americans Act). The contractor will comply with the intent of Title Ili to provide for formula grants to State agencies on aging,to stimulate the development or enhancement of comprehensive and coordinated community-based systems resulting in a continuum ot'services to older persons with special emphasis on older individuals with the greatest-economic or social need, with particular attention to low-income minority individuals.(Rolf•Title 45 CH?It/321) (/t4f Florida Dept.of ElderAlfairs'1/orne and Contutan11y-13tr.sed Sm'k'es Handbook) PCP-I/Revised 01-14-19 CAO DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 EXHIBIT I,A FEDERAL CONTRACT PROVISIONS FEDERAL CONTRACT PROVISIONS AtiminIstrativc,Contractual,or Legal Remedies(Ref 41 U.S.C. 1908,2 CFR§200 Appendix II("A)) Unless otherwise provided in this contact, all claims, counter-claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it, will he decided by arbitration,if the parties mutually agree,or in a.Florida court of competent jurisdiction. Access to Records and Reports(Reference: 2 CFR§200.333,2 CFR.§200.336) The contractor/vendor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract,except in the event of litigation or settlement of claims arising from the performance of this contract, in which case the Contractor agrees to maintain same until the Purchaser,the Grantor Administrator, the Comptroller General,or any of their duly authorized representatives,have disposed of all such litigation,appeals,claims or exceptions related thereto, Furthermore, the County shall maintain written policies and procedures for computer system backup and recovery and shall have the same requirement of its Contractors. Civil Rights Compliance(Nondiscrimination) All Contractors, Subcontractors, Sub-grantees, or others with whom it arranges to provide services or benefits in connection with any of its programs and activities arc not discriminating against clients or employees because of age,race,religion,color,disability,national origin,marital.status,or sex, The contractor or a subcontractor who is the recipient of Federal funds(or assumes others with whom it arranges to provide services or benefits in connection with any of its programs and activities or assures others with whom It arranges to provide services or benefits to participants or employees)must comply with Title VI of the Civil Rights Act of 1964, which prohibits discrimination on the basis of race,color,or national origin(45 CFR 80), and Statutes and Regulations enforced by the Office of Civil Rights,U,S. Department of Health and 1-luman Services,as follow; Section 504 of the Rehabilitation Act. of 1973, as amended (29 USC. § 794), prohibits discrimination against otherwise qualified individuals on the basis of disability in programs and activities receiving financial assistance from HHS 45 CFR 84 and/or programs or activities conducted by iRHS 45 CFR 85 in the provision of benefits and under the ADA that does not; a. Exclude a person with a disability from a program or activity; b. Deny a person with a disability the benefits of a program or activity; c. Afford a person with a disability an opportunity to participate in or benefit from a benefit or service that is not equal to what is afforded others; d, Provide a benefit or service to a person with a disability that is not as effective as what is provided others; c. Provide different or separate benefits or services to a person with a disability unless necessary to provide benefits or services that arc as effective as what is provided others;or, f. Apply eligibility criteria that tend to screen out persons with disabilities unless necessary for the provision at'the service,program or activity • Section 508 of the Rehabilitation Act of 1973,as amended,(29 USC§ 794(d))prohibits discrimination on the.basis of disability in electronic and information technology as they relate to programs and activities conducted by HMS. The Age Discrimination Act of 1975,as amended(42 USC §610I)prohibits discrimination on the basis of age in programs or activities receiving Federal financial assistance 45 CFR 90;and/or programs or services receiving IIiiS financial assistance 45 CFR 91; Title I.I of the Americans with Disabilities Act(28 CFR Part 35),relating to Nondiscrimination on the Basis of Disability in State and Local Government Services 2010 ADA Standards for Accessible Design; (ft,'f,; Morldia D.p,,of Kiefer 4Ifiiirs'flow and Conumrnrpliased Scarcer Nundhnuk) FCY•2ikevised 01-14-19 CAO DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 EX1-I1.13iT 1.A FEDERAL CONTRACT PROVISIONS • The Drug Abuse Office and Treatment Act of.1972(P.L,92-255),as amended,relating to nondiscrimination on the basis of drug abuse; • The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and R.ehabititation Act of 1970(P,l.f,91-616),as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism;(g) §523 and 527 of the Public Health Service Act of 1912(42 U.S.C. §290 dd-3 and 290 ce 3),as amended,as relating to confidentiality of alcohol and drug abuse patient records; Section 1908 of the Public Health Service Act(42 USC§300w-7)prohibits discrimination on the basis of age, race,color,national origin,disability,sex(gender),or religion in programs,services,and activities funded by Preventative Health and Health Services Block Grants. Federal Health Care Conscience Protcction.Statutes(42 USC§300a-7;42 USC§300a-7;42 USC§ 231tn and the Weldon Amendment(Continuing.Appropriations Resolution, Pub. L.No. 113-164,See. 101(a)(Sept, 19,2015);Regulation for the Enforcement of Federal Health Care Provider Conscience Protection Laws,which prohibit recipients of certain Federal funds from discriminating against certain health care providers who refuse to participate in certain health care services on religious or moral grounds. • Section 1557 of the Affordable Care Act prohibits discrimination on the basis of disability by entities that operate a health program or activity. • 45 CFR 80.The contractor must have on tile an assurance that the program will be conducted in compliance with all nondiscriminatory provisions as required in 45 CFR 80. Debarment and Suspension(Reference 2 CPR§200 Appendix Il(1) Contract awards that exceed the small purchase threshold and certain other contract awards shall not be made to parties listed on the government wide Excluded Parties List System in the System for Award Management (SAM),in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549(3 CFR Part 1986 Comp., p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235), "Debarment: and Suspension." The Excluded Parties List System in SAM contains the names of parties debarred,suspended,or otherwise excluded by agencies,as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549, The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a "covered transaction",must verify each lower tier participant.of a"covered transaction"under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project,The Contractor shall comply with these provisions before doing business or entering into subcontracts receiving federal funds pursuant to this contract. The Contractor shall complete and sign the Certi llcations and Assurances Attachment prior to the execution of this contract. Diversity(Reference 2 CFR ti 200.321) The County is dedicated to fostering the continued development and ecanomie growth of small, minority-, women-, and service-disabled veteran business enterprises. All contracting and subcontracting opportunities afforded by this solicitation/contract are strongly encouraged to contribute as both Contractors and Sub- Contractors. Firms may be required to submit documentation addressing diversity and describing the efforts being mado to encourage the participation of small, minority, women-,and service-disabled veteran business enterprises, lntbrmation on Certified Minority Business Enterprises (CMBE) and Certified Service-Disabled Veteran Business Enterprises(CSDVBE)is available from the Office of Supplier Diversity at: butp://dms.myllorida.colrtlothcr programs/ofiice of supplier diversity osd/ Energy Policy and Conservation Act(Reference 2 CFR § 200 Appendix II (H)) The contractor shall comply with any mandatory standards and policies relating to energy efficiency which are contained in the Florida state energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L.94-163,89 Slat, 871,42 U.S.0 Section 6201) Equal Employment Opportunity(Appendix 11,2 CFR Part 200; Department of Labor 41 CFR Part 60; Dept. of Health and Human Services 45 CFR Part 92,if applicable).The Contractor shall not discriminate against any employee or applicant for employment because of race, age, creed, color, sex or national origin. The Agency ow: Florida D'pb ofE.lder'Oars'ilonuw and Conuuunloy-based Services Planrlhvakl VCt'-.tJlteviyzd 0I.14.19 CAA DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 'EXHIBIT 1.A FI DBR.A.L CONTRACT PROVISIONS ("Area Agency on Aging for Southwest Florida, Inc.")will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, creed, color, sex, or national origin. Such action shall include,but not be limited to, the following: Employment upgrading, demotion,or transfer; recruitment or recruitment advertising;layoff or termination;rates of pay or other forms of compensation;and selection for training,including apprenticeship.Contractors must insert a similar provision in all subcontracts,except subcontracts for standard commercial supplies or raw materials, E-verify(Presidential Executive Order 12989,as amended;Florida Executive Order Number 11-11 ) Vendors/Contractors/Subcontracts: I. Agree to utilize the U.S. Department of Homeland Security's l;-verify system to verify the employment of all new employees hired by Contractor during the contract term; and 2, Contractor shall include in related subcontracts a requirement that Subcontractors performing work or providing services pursuant to-the state contract utilize the E-verify system to verify employment eligibility of all new employees hired by the Subcontractor during the contract term. The 111PAA Privacy Rules(4 CFR Part 160 and Suparts A and E of part 164) The Third Party subrecipicnt will comply with 1IIPAA requirements to appropriate safeguards to protect the privacy of personal health information, and sets limits and conditions on the uses and disclosures that may be made of such information without patient authorization. Immigration and Nationality Act-The Contractor shall not employ an unauthorized alien.The Agency("Area Agency on Aging for Southwest Florida,Inc.")will consider the employment of unauthorized aliens a violation of the Immigration and Nationality Act(8 U.S.C.§ I 324a)and the Immigration Reform and Control Act of 1986 (8 U.S.C. § i 10 I.). Such violation will be cause for unilateral cancellation of this contract by the Agency. No Government Obligation to Third Parties -The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity,contractor,or any other party pertaining to any matter resulting from the contract." Non-Profit Provider-If the Contractor is a non-profit provider and is subject.to Internal Revenue Service(IRS) tax exempt organization reporting requirements(tiling a Form 990 or Form 990-N),and has its tax exempt status revoked for failing to comply with the tiling requirements of the Pension Protection Act of 2006 or for any other reason,the Contractor must notify the Agency("Area Agency on Aging for Southwest Florida,inc.")in writing within thirty(30)days of receiving the [RS notice of revocation. Procurement of Recovered Materials(Reference 2 CFR§ 200.322) Contractor and subcontractor agree to comply with Section 6002 of the Solid Waste Disposal Act,as amended by the Resource Conservation and Recovery Act,and the regulatory provisions of 40 CFR Part 247. (1) In the performance of this contract,the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii) At a reasonable price. (2) information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site,Lhttp:/lwww.epa.gov/, 'l'he list of EPA-designate items is available at hops://wvw.epti.govisttn/comprehensive-procurement-guideline-cpg-prograim. Program Fraud and False or Fraudulent Statements.of Related Acts The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements)applies to the contractor's actions pertaining to this contract, Termination for Cause and Convenience Sec County's Sianda d'Terms and Conditions, (Ref: Florida Oept,of Elder Oars'llnnie cue!Connnu,:itr'-13axl'd Services Handbook) PCI'Yl!Revised 01.14.19 CAO DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 EX.i'IIBJT l.A — FEDERAL CONTRACT..PROVISIONS Trafficking in Persons The Contractor and subcontractors shall comply with Title 2 CFR Part 175 and 2 CFR §1.75,15 provisions applicable to a private entity,as defined in 2 C:FI( 1./5,25. Transparency Act Unless exempt under 2 CFR§ 170.1 1 0(b),the Contractor shall comply with the reporting requirements of the Transparency Act as expressed in 2 CFR Part 170, STATE CONTRACT PROVISIONS Administrative Procedures Act (Section 1.20,57(2), F.S.) Additional procedures far particular eases, In a matter initiated as a result of.'agency action proposing to determine the substantial interests of a party,the party's timely petition for hearing may challenge the proposed agency action based on a rule that is an invalid exercise of delegated legislative authority or based on an alleged tmadopted rule, Bankruptcy During the term of this contract,the County shall immediately notify the Area Agency on Aging for Southwest Florida, Inc. if the County's assignees,Contractors,Subcontractors,or affiliates file a claim for bankruptcy. Computer Use and Social Media Policy The Florida Department of Elder Atiairs has implemented a Social Media Policy, in addition to its Computer Use Policy,which applies to all employees,contracted employees,consultants,Other Personal Services (OPS) employees and volunteers, including all personnel affiliated with third parties, such as, but not limited to, contractors and subcontractors. Any entity that uses the Department's computer resource systems must comply with the Department's policy regarding social media,Social Media includes,but is not limited to blogs,podcasts, discussion forums,Wilds, RSS feeds,video sharing, social networks like MySpace, Pacebook and Twitter, as well as content sharing networks such as fliekr and YouTube. This policy is available on the Department's website at: http;//clderaflitirs.state.11,us/doea/financial,plw Conflict of interest The County and its Contractors shall establish safeguards to prohibit employees,board members, management from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. No employee, officer, or agent of the County or its Contractors shall participate in the selection or in the award of a contract supported by state or federal funds ifa conflict Of interest, real or apparent,would be involved. Such a conflict would arise when: (a) the employee, officer or agent; (b) any member of his/her immediate family;(c)his or her partner;or(d)an organization which employs,or is about to employ, any of the above individuals, has a financial or other interest in the firm being selected for award. The County and its Contractors'officers,employees,or agents will neither solicit nor accept gratuities, favors, or anything of monetary value from Contractors,potential Contractors,or parties to Contracts/Subcontracts.The County's or its Contractor's board members and management must disclose to the Agency ("Area Agency on Aging for Southwest Florida, Inc.") any relationship which may be, or may be perceived to be, a conflict of interest within thirty(30)calendar days of an individual's original appointment or placement in that position,or, if the individual is serving as an incumbent, within thirty (30) calendar days of the commencement of this contract, The County employees and its Contractors must make the same disclosures described above to the County's board of directors. Compliance with this provision will be monitored. Contractor's Financial Obligations The County will assure, through a provision in subcontracts, a match requirement of at least ten percent(10%)of the cost for services funded through this contract. (Ref: Florida Depr.of Meter Affnfrs'Home nndCommunip•.lkixcd tier-vices Handhe,cok) FCP•5/Rased 01-14•If) `'is0 DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 EXHIBIT I,A FEDERAL CONTRACT PROVISIONS Data integrity and Sat'eguarding Information (Uniform Electronic Transaction Act, Section 6 8.50, F,S.; Public Records Law,Chapter 119,Section 29,F,S) The security over the backed-up data is to be as stringent as the protection required of the primary systems.All Contractors shall maintain written procedures for computer system backup and recovery. Discriminatory Vendors List(Section 287.134,F,S,) In accordance with Section 287,134, Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of'a public building or public work,may not submit bids on leases of real property to a public entity,may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant under a contract with any public entity,and may not transact business with any public entity, Equal Employment Opportunity The Contractor shall not discriminate against any employee or applicant for employment because of race,age, creed,color,sex or national origin.The Agency("Area Agency on Aging for Southwest Florida,Inc.")will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race,age,creed,color,sex,or national origin.Such action shall include,but not be limited to, the following: Employment upgrading, demotion, or transfer;recruitment or recruitment advertising; layoff or termination;rates of pay or other forms of compensation;and selection for training,including apprenticeship, Contractors must insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. E uipment Equipment purchased with funds by this contract or identified in any sub-agreements with Subcontractors (not included in a cost methodology), is subject to the conditions of Chapter 273, F,S.,rule 60A-L017,F, A,C„and 2 CFR Part 200 and/or 45 CFR Part 75. Equipment means: (a) tangible personal property (including information technology systems) having a useful life of more than one year and a per-unit acquisition cost which equals or exceeds the lesser of the capitalization level established by the organization for the financial statement purposes, or$5,000,00 [for federal funds - 2 CFR § 200,33 and 45 CFR § 75,2, as applicable], or (b); noncxpcndable, tangible personal property of a nonconsumable nature with an acquisition cost of$1,000.00 or more per unit,and expected useful life of at least one(I)year;and hardback hound books not circulated to students or the general public,with,a value or cost of $250,00 or more[for state funds]. Any permanent storage devices(e,g.:hard drives,removable-storage media)must be reformatted and tested prior fir disposal to ensure no confidential information remains. Incident Reporting(Chapters 39 and 415, F.S.) The Contractor shall immediately report knowledge or reasonable suspicion of abuse,neglect,or exploitation of a child,aged person,or disabled adult to the Florida Abuse Hotline on the statewide toll-free telephone number (1-800-96ABUSE). As required by Chapters 39 and 415, F.S., this provision is binding upon the County, its Contractors,and their employees. Independent Contractors The County and any of its Contractors/subcontractors arc independent Contractors and are not employees of the Agency ("Area Agency on Aging for Southwest Florida, inc."),and that they shall not hold themselves out as employees or agents of the Agency without prior specific authorization from the Agency. It is the further intent and understanding of the Parties that the Agency does not control the employment practices of the County and will not be liable for any wage and hour, employment discrimination, or other labor and employment claims against the County or its Contractors/subcontractors, (Ref: !'la7dn l)ep1,u/'GldnrA,/(alrs'Home and Curnn+unrrp-/rns.41Servlcaa Handbook) FCP.61Rov lsed 01-14.19 CAv DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1 D-036F44DA87D5 EXHIBIT I AA FEDERAL CONTRACT T PROVISIONS Information Technology Resources(1.'I'R) Contractors must adhere to the Agency's("Arch Agency on Aging for Southwest Florida,Inc.")procedures and standards required when purchasing ITR as part of any agreement(s). The County has the responsibility to require any Contractors to comply with the Agency's ITR procedures, Inspections(Meals) The Contractor must agree in notify the Nutrition Provider within 24 hours of any sanitation inspection and provide a copy of the report, Inspector General Cooperation (Section 20,055(5),F.S.) Contractors performing work or providing services pursuant to this contract agree to cooperate with the inspector (General in any investigation,audit,inspection,review,or hearing pursuant to Section 20,055(5),P S, The Parties agree for the inspector general to have access to any records,data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20,055(5), Florida Statutes. Interest of Members of Congress No member of or delegate to the Congress of the United States shall he admitted to any shale or part of this contract or to any benefit arising therefrom, Interest of Public Officials No member,officer,or employee of the public body or of a local public body during his tenure or for two years thereafter shall have any interest,direct or indirect,in this contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States; and public corporations,boards,and commissions established under the laws of any State. No member,officer,or employee of the MPO or of a local public body during his tenure or for two years thereafter shall have any interest,direct or indirect,In this contract or the proceeds thereof. Investigation of Criminal Allegations Any report that implies criminal intent on the part of any Contractor/subcontractor and referred to a governmental or investigatory agency("Area Agency on Aging for Southwest Florida, inc.")must he sent to the Agency. Lobbying(11,062, F.S.,216347,F.S.) No funds received pursuant to this Agreement may he expended far lobbying the Legislature,the judicial branch or a state agency. Palen ts,Copyrights, Royalties(Chapter 286,F.S.) If this contract is awarded state funding and if any discovery, invention,or copyrightable material is developed or produced in the course of or as a result of work or services performed under this contract or in any way connected with this contract, or if ownership of any discovery, invention, or copyrightable material was purchased in the course of or as a result of work or services performed under this contract,the County shall refer the discovery, invention, or copyrightable material to the Agcney ("Area Agency on Aging for Southwest Florida;Inc.")to be referred to the Department of State. Any and all patent rights or copyrights accruing under this contract are hereby reserved to the State of Florida in accordance with Chapter 286, F.S.Pursuant to Section 287 .0571 (5)(k), F.S., the only exceptions to this provision shall be those that are clearly expressed and reasonably valued in this contract, i. If the primary purpose of this contract is the creation of intellectual property, the Agency and/or State of Florida shall retain an unencumbered right to use such property, notwithstanding any agreement made pursuant to this (Pitt: !%!gr•ldn Ue/si,of llrJer:Ui`irirr'Home Old C'n+rur+wOirvl3usrd Senices llrr+ lh+rok) FCP-7!ttevised 01-I4-I U DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 EXHIBIT i,A FEDERAL CONTRACT t' PROVISIONS ii. I f this contract is awarded solely federal funding, the terms and conditions are governed by 2 CFR § 200,315 or 45 CFR§75,322,as applicable, iii, Notwithstanding the foregoing provisions, if the Contractor or one of its Subcontractors is a university and a member of the State University System of Florida, then Section 1004,23, F.5„ shall apply, but the Agency shall retain a perpetual, fully-paid, nonexclusive license for its use and the use of its Contractors, Subcontractors, or Assignees of any resulting patented, copyrighted, or trademarked work products. Public Entity Crime(287.133 F.S.) A person or affiliate who has been placed on the Convicted Vendor List Following a conviction for a public entity crime may not submit a bid,proposal,or reply on a contract to provide any goods or services to a public entity;may not submit a bid,proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work;may not submit bids, proposals, or replies on leases of real property to a public entity;may not be awarded or perform work as a Contractor,Supplier,Subcontractor,or Consultant under a contract with any public entity;and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, F.S., for CATEGORY TWO for a period of thirty six (36) months following the date of being placed on the Convicted Vendor List. Public Records(Chapter 119,F,S.) Upon termination of the contract,the County and its Contractors shall,at no cost to the Agency("Area Agency cm Aging for Southwest Florida, Inc."), transfer all public records in their possession to the Agency and/or Department (Florida Department of Elder Affairs)and destroy any duplicate public records that are exempt,or confidential and exempt,from public records disclosure requirements, All records stored electronically shall be provided to the Agency in a format that is compatible with the information technology systems of the Department. (Rt;f.; Florida pert,of Eider aiptts.Name and Community-Rased Serrkas llnndbook) CAO DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 (;RAN CERTIFICATIONS ICATIONS AND ASSURANCES GRANT C EWI'IFICAT,iON;S AND ASSURANCES THE FOLLOWING DOCUMENTS NEED TO BE RETURNED WITH SOLICITATION DOCUMENTS BY DEADLINE TO BE CONSIDERED RESPONSIVE, Page Certification and Form GCA-2-6 Attachment I11 -C,ertifications and Assuraftscs(A-J) A, Debarment and Suspension Certification(29 CFR Part 95 and 45 CFR.Part 75) 1:3. Certification Regarding Lobbying(29 CFR.Part 93 and 45 CFR Part 93) C, Nondiscrimination& Equal Opportunity Assurance(29 CFR Part 37 and 45 CFR Part 80) D. Certification Regarding Public Entity Crimes,section 287.133, F.S, E. Association of Community Organizations for Reform Now(ACORN)Funding Restrictions Assurances(Pub. L. III.1 17) F, Scrutinized Companies Lists and No Boycott of Israel Certification,section 287,135, P.S. G. Certification Regarding Data Integrity Compliance for Contracts, Agreements,Grants,Loans and Cooperative Agreements H, Verification of Employment Status Certification I, Records and Documentation 1, Certification Regarding Inspection of Public Records GCA- 7,8 Attachment IV—Assurances Non-Construction Programs GCA-9-12 Attachment V Civil Riuhts Compliance Checklist GCA - 13 Attacirnre.nt VII —Background Screening Affidavit of Compliance- Employer GCA - 14 Conflict of Interest Certification GCA- 15 Anticipated DBE,MAN/BE or VETERAN Participation Statement GCA- 16 Bid Opportunity List for Commodities and Contractual Services and Professional Consultant Services GCA - 17 Acknnwleduement of Grant Terms and Conditions rXti t.13 I C,CA- I CNO DocuSign Envelope ID:CC70CE87-DDF4-427B-BE1D-036F44DA87D5 January-December 2019 O.AA 202.19 ATTACHMENT III CERTIFICATIONS ANI)ASSURANCES Agency will not award this Contract unless Contractor completes this CERTIFICATIONS AND ASSURANCES.In performance of this contract,Contractor provides the following certifications and assurances; A. Debarment and,Suspension Certification(29 CFR Part 95 and 45 CFR Part 751 B. Certification Regardint Lobbying U9 CFR Part 91 and 45 CFR Part93'1 C, ,nondiscrimination& Equal Opportunity Assurance 09 CFR Part.37 and 45 CFR I'art80) D. Certification.Regarding_Pubile Entity Crimes.section 287.133.F.S, E. Association of Community Ort;;mizatlml,5 for Reform Now(ACORN) Ftlndin Restrictions Assurance (Pub.L. 111-1171 F, lcrutinizcd.Companies Lists and No 13,Sjycott of Israel Certification.section 287.135,F.S, G. ,Certification Regarding Data Integrity Compliance for Contracts.Agreements.Grants.Loans-and Cooperative Akrcemcnts 1I, Verification of Employment Status Certification I, Records and Documentation 1. Certification Ret ardin.Inspection of Public Records A. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY M AT 1"ERS-PRIMARY COVERED TRANSACTION. The undersigned Contractor certifies, to the best of its knowledge and belief,that it and its principals: 1, Arc not presently debarred, suspended,proposed for debarment,declared ineligible,or voluntarily excluded from covered transactions by a Federal department or agency; 2, Have not within a three-year period preceding this Contract been convicted or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements,or receiving stolen property; 3. Are not presently indicted or otherwise criminally or civilly charged by a government entity(Federal,State,or local)with commission of any of the offenses enumerated in paragraph A.2,of this certification;and/or 4. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State,or local)terminated for cause of default. The undersigned shall require that language of this certification be included in the documents for all subcontracts at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients and contractors shall provide this certification accordingly. B. CERTIFICATION REGARDING LOBBYING --CERTIFICATION-FOR CONTRACTS,GRANTS, LOANS, AND COOPERATIVE AGREEMENTS. The undersigned Contractor certifies,to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of Congress or an employee of a Member of Congress in 1 _ EXt I I.n/t icA-2 �t.AO DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1 D-036F44DA87D5 January—December 2019 OAA.202,19 connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan, the entering into of any cooperative agreement,and the extension,continuation, renewal, amendment,or mnodiheation of any.Federal contract,grant, loan,or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will he paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or employee of a :Member of Congress in connection with a Federal contract, grant, loan, or cooperative agreement, the undersigned shall also complete and submit Standard Form — LLL, "Disclosure Form to Report Lobbying,"in Accordance with its instructions. The undersigned shall require that language of this certification be included in the documents for all subcontracts atall tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients and contractors shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this Contract was mode or entered into, Submission of this certification is a prerequisite for making or entering into this Contract imposed by 31 U.S.C. 1352, Any person who fails to file the.required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. C. NON-DISCRIMINATION & EQUAL OPPORTUNITY ASSURANCE (29 CFR PART 37 AND 45 CF.R PART 80).- As a condition of the Contract,Contractor assures that it will comply fully with the nondiscrimination and equal opportunity provisions of the following laws: 1. Section 188 of the Workforce Investment Act of 1998 (W1A), (Pub. L. 105-220), which prohibits discrimination against all individuals in the United States on the basis of race,color,religion, sex,national origin, age,disability, political affiliation,or belief,and against beneficiaries on the basis of either citizenship/status as a lawfully admitted immigrant authorized to work in the United States or participation in any WIA Title I-financially assisted program or activity. 2. Title VI of the Civil Rights Act of 1964(Pub. L, 88-352),as amended,and all requirements imposed by or pursuant to the Regulation of the.Department of Health and human Services(45 CFR Part 80),to the end that,ui accordance with Title VI of that Act and the Regulation,no person in the United States shall,on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the Applicant receives Federal financial assistance from the Agency. 3, Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and all requirements imposed by or pursuant to the Regulation of the Department of Health and Human Services (45 CFR Part 84), to the end that, in accordance with Section 504 of that Act and the Regulation, no otherwise qualified handicapped individual in the United States shall, solely by reason of his handicap,be excluded from participation in,be denied the benefits of, or he subjected to discrimination under any program or activity for which the Applicant receives Federal financial assistance from the Agency. 4. The Age Discrimination Act of 1975 (Pub. L, 94-135), as amended, and all requirements imposed by or pursuant to the Regulation of the Department of Health and Human Services(45 CFR Part 91),to the end that,in accordance with the Act and the Regulation,no person in the United States shall,on the basis of age, be denied the benefits of, be excluded from participation in, or be subjected to discrimination under any program or activity for which the Applicant receives Federal financial assistance from the Agency. 5. Title IX of the Education Amendments of 1972(Pub. L. 92-318),as amended,and all requirements imposed by or pursuant to the Regulation of the Department of Health and Human Services(45 CFR Part 86), to the end that, in accordance with Title IX and the Regulation,no person in the United States shall,on the basis of sex.,be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any education program or activity for which the Applicant receives Federal financial assistance from the Agency. 6. The American with Disabilities Act of 1990 (Pub. L, 101-336), which prohibits discrimination in all employment practices; including job application procedures, hiring, firing, advancement, compensation, training, and other terms,conditions, and privileges of'employment. It applies to recruitment,advertising,tenure, layoff,leave,fringe benefits,and all other employment-related activities. 2 i:xtt l.B/(i(",A-3 `,no DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1 D-036F44DA87D5 January— December 2019 C)AA 202.19 7. Contractor also assures that it will comply with.29 CFR Part 37 and all other regulations implementing the laws listed above. This assurance applies to Contractor's operation of the WIA Title I—financially assisted program or activity,and to all contracts Contractor makes to carry out the W.IA Title 1—financially assisted program or activity. Contractor understands that the Agency and/or DOLA and the United States have the right to seek judicial cntorcement of the assurance. The undersigned shall require that language.of this assurance be included in the documents for all subcontracts at all tiers (including subcontracts; sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients and contractors shall provide this assurance accordingly, D. CERTIFICATION REGARDING PUBLIC ENTITY CRIMES, SECTION 287,1.33,F.S, Contractor hereby certifies that neither it,nor any pets.on or affiliate of Contractor,has been convicted of a Public Entity Crime as defined in section 287.133, f.S.,nor placed on the convicted vendor list. Contractor understands and agrees that it is required to inform Agency immediately upon any change of circumstances regarding this status. E. ASSOCIATION OF COMMUNITY ORGANIZATIONS FOR REFORM NOW(ACORN) FUNDING RESTRICTiONS ASSURANCE(Pub, L. 1.1.1417), As a condition of the Contract, Contractor assures that it will comply fully with the federal funding restrictions pertaining to ACORN and its subsidiaries per the Consolidated Appropriations Act,2010,Division E,Section 511 (Pub. L. 111-117), 'E'he Continuing Appropriations Act, 2011., Sections 101 and 103 (Pub, L 111-242), provides that appropriations made under Pub. L, i 11-117 are available under the conditions provided by Pub. L, I l 1-I 17, The undersigned shall require that language of this assurance be included in the documents for all subcontracts at all tiers(including subcontracts,sub-grants and contracts under grants,loans and cooperative agreements)and that all sub- recipients and contractors shall provide this assurance accordingly, F. SCRUTINIZED COMPANIES LISTS AND NO BOYCOTT OF ISRAEL CERTIFICATION,SECTION 287.135,F.S. in accordance with section 287.135, F.S., Contractor hereby certifies that it has not been placed on the Scrutinized Companies that Boycott Israel List and that it is not participating in a boycott of Israel. if this Contract is in the amount of$1 million or more, in accordance with the requirements of section 287.135, F.S.; Contractor hereby certifies that it is not listed on either the Scrutinized Companies with Activities.in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and that it does not have business operations in Cuba or Syria. Contractor understands that pursuant to section 287.135, F.S., the submission of a false certification may result in the Agency terminating this contract and the submission of'a false cet'ti fication may subject Contractor to civil penalties and attorney fees and costs, including any costs for investigations that led to the finding of'false certification, If Contractor is unable to certify any of the statements in this certification,Contractor shall attach an explanation to this Contract. G. CERTIFICATION REGARDING DATA INTEGRITY COMPLIANCE FOR CONTRACTS,AGREEMENTS, GRANTS, LOANS,AND COOPERATIVE AGREEMENTS 1. The Contractor and any Subcontractors of services under this contract have financial management systems capable of providingecrtain information, including. (1)accurate,current,and complete disclosure of the financial results°leach grant-funded project or program in accordance with the prescribed reporting requirements;(2)the source and application of funds for all contract supported activities;and (3)the comparison of outlays with 3 I:NII 1,11/GCA-d (,AO DocuSign Envelope ID:CC7OCE87-DDF4-427E-BE1 D-036F44DA87D5 lanuar December 2019 OAA 202.19 budgeted amounts for each award.The inability to process information in accordance with these requirements could result in a return of grant funds that have not been accounted for properly. 2. Management Information Systems used by the Contractor, Subcontractors,or any outside entity on which the Contractor is dependent for data that.is to be reported,transmitted,or calculated have been assessed and verified to be capable of processing data accurately, including year-date dependent data. For those systems identified to be non-compliant,Contractors will take immediate action to assure data integrity. 3. If this contract includes the provision of hardware,software,firmware,microcode,or imbedded chipteehnology, the undersigned warrants that these products are capable of processing year-date dependent data accurately. All versions of these products offered by the Contractor(represented by the undersigned) and purchased by the state will be verified for accuracy and integrity of data prior to transfer. 4. In the event of any decrease in functionality related to time and date related codes and internal subroutines that impede the hardware or software programs from operating properly,the Contractor agrees to immediately make required corrections to restore hardware and software programs to the same level of functionality as warranted herein,at no charge to the state,and without interruption to the ongoing business of the state, time being of the essence. 5. The Contractor and any Subcontractors of services under this contract warrant that their policies and procedures include a disaster plan to provide for service delivery to continue in case of an emergency, including emergencies arising from data integrity compliance issues. H. VERIFICATION OF EMPLOYMENT STATUS CERTIFICATION As a condition of contracting with the Agency,Contractor certifies the use of the U.S. Department of Homeland Security's Ft-verify system to verify the employment eligibility of all new employees hired by Contractor during the contract term to perform employment duties pursuant to this contract,and that any subcontracts.include an express requirement that Subcontractors per-fonning work or providing services pursuant to this Contract utilize the E-verify system to verify the employment eligibility of all new employees hired by the Subcontractor during the entire contract tern, The Contractor shall require that the language of this certification be included in all sub-agreements,sub-grants,and other agreements/contracts and that all Subcontractors shall certify compliance accordingly. This certification is a material representation of fact upon which reliance was placed when this Contract was made or entered into. Submission of this certification is a prerequisite for making or entering into this Contract imposed by Circulars A-102 and 2 CFR Part 200 and 215 (formerly OMB Circular A-1 10), I, RECORDS AND DOCUMENTATION The Contractor agrees to make available to Agency staff and/or any party designated by the Agency any and all contract.related records and documentation.The Contractor shall ensure the collection and maintenance of all program related information and documentation on any such system designated by the Agency. Maintenance includes valid exports and backups of all data and systems according to Agency standards. J. CERTIFICATION REGARDING INSPECTION OF PUBLIC RECORDS 1. in addition to the requirements of sections 10,1 and 10.2 of the Standard Contract, sections 119.0101(3)and(4) F.S,, and any other applicable law, if a civil action is commenced as contemplated by section 119.0701(4), F.S., and the Agency is named in the civil action, Contractor agrees to indemnify and hold harmless the Agency for any costs incurred by the Agency and any attorneys' fees assessed or awarded against the Agency from a Public Records Request made pursuant to Chapter 119,F.S.,concerning this contract or services performed thereunder. a. Notwithstanding section 119.0701,F.S.,or other Florida law,this section is not applicable to contracts executed between the Agency and state agencies or subdivisions defined in section 768.28(2),P.S. 4 EXIT I.C3/GCA-5 CAO DocuSign Envelope ID:CC7OCE87-DDF4-427E-BE1 D-036F44DA87D5 • January--December 2019 OA.A 202.19 2, Section 1 19,01(3), F.S., states if public funds are expended by an agency in payment of dues or membership contributions for any person,corporation, foundation,trust,association,group,or other organization,all the tinanc.ial, business, and membership records of such an entity which pertain to the public agency (Area Agency on Aging for Southwest Florida, Inc.)are public records, Section 11 t9.07,P.S.states that every person who has custody of such a public record shall permit the record to be inspected and copied by any person desiring to do so, under reasonable circlnnstances, Additionally, 1 certify this organization does does not,X provide for institutional memberships. Contractor's signature below attests that records pertaining to the dues or membership application by the Agency are available for inspection if applicable, as stated above. By execution of this contract,Contractor must include these provisions(A-,l) in all related subcontract agreements(if applicable), By signing below, Contractor certifies that the representations outlined in parts A through above are true and correct, ---- r/ "-'/ ' —.---- 1.. rJ ' '�'''4x �" 1534 N. Moorpark Rd, Ste 336 S gnature and Title of Authorized Representative Street Address Olive App, LLC 11/30/2020 Thousand Oaks, CA 91360 Contractor Date City,State,Zip code f:XI-I1.11/GCA-6 5 c80 DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 January—1)cceniber 2019 OAA 202,19 ATTACIIINTENT IV ASSURANCES—NON-CONSTRUCTION PROGRAMS Public.reporting burden for this collection of information is estimated to average forty-live(45)minutes per response,including time for reviewing instructions,searching existing data sources, gathering and maintaining the data needed and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget. Paperwork Reduction Project(0348-0043). Washington,DC 20503, PLEASE DO NOT RETURN YOUR COMPLETED FORM.TO TI-IE OFF►.CE OF MANAGEMENT AND BUDGET,SEND 1T TO THE ADDRisSS PROVIDED 13Y THE SPONSORING AGENCY. Note: Certain of these assurances may not be applicable to your project or program.If you have questions please contact the awarding agency. Further, certain federal awarding agencies may require applicants to certify to additional assurances. If such is the case,you will be notified, 1. Has the legal authority to apply for federal assistance,and the institutional, managerial and financial capability (including funds sufficient to pay the non-federal share of project cost)to ensure proper planning, management, and completion of the project described in this application. 2, Will give the awarding agency,the Comptroller General of the United States,and if appropriate,the state,through any authorized representative, access to and the right to examine all records, books, papers, or documents related to the award; and will establish a proper accounting system in accordance with generally accepted accounting standards or agency directives. 3. Will establish safeguards to prohibit.cmployees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest,or personal gain. 4. Will initiate and complete the work within the applicable time frame after receipt of approval of the awardingagency. 5, Will comply with the Intergovernmental Personnel Act of 1970(42 U.S.C. §4728-4763)relating to prescribed standards for merit systems for programs funded under one of the 19 statutes or regulations specified in Appendix A of OPM's Standards.for a Merit System of Personnel Administration(5 C.F.R. 900, Subpart F). 6. Will comply with all federal statutes relating to nondiscrimination.These include but are not limited to: (a)Titlo VI of ►he Civil Rights Act of 1964(P.L. 88-352)which prohibits discrimination on the basis of race,color or national origin; (b)Title IX oldie Education Amendments of 1972,as amended (20 U.S.C. §1681-1683, and 1685-1686),which prohibits discrimination on the basis of sex;(c) Section 504 of the Rehabilitation Act of 1973,as amended(29 U.S.C. §794), which prohibits discrimination an the basis ot'handicaps; (d)the Ago Discrimination Act of 1975, as amended (42 U.S.C. §6101-6107),.which prohibits discrimination on the basis of age; (c)the Drug Abuse Office and Treatment Act of 1972(.P.L.92-255),as amended,relating to nondiscrimination on the basis of drug abuse;(f)the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment. and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism;(g)§523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §290 dd-3 and 290 ce 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h) Title V111 of the Civil Rights Act of 1968 (42 U.S.C. §3601 et seq,), as amended, relating to nondiscrimination in the sale,rental or financing of housing; (i) any other nondiscrimination provisions in the specific statute(s) under which application for federal assistance is being made; and (j) the requirements of any other nondiscrimination statute(s)which may apply to the application. 7. Will comply,or has already complied, with the requirements of Titles II and 111 of the uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646) which provide for fair and equitable treatment of persons d►splaced or whose property is acquired as a result of federal or federally assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of federal participation in purchases. 1 F:XIII.11/OCA-7 DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 III January--December 2019 CAA 202.19 8. Will comply, as applicable, with the provisions of the Hatch Act (5 U.S.C. §15(1I.1508 and 7324-7`'328), which limit the political activities of employees whose principal employment activities are .funded in whole or in part with federal funds, 9. Will comply,us applicable,with the provisions of the Davis-Bacon Act(40 U.S.C. §276a to 276a-7),the Copeland Act (40 U.S.C. 276c and 18 U.S.C. 4874) and the Contract Work Hours and Safety Standards Act (40 U.S.C. §327-333), regarding labor standards for federally assisted constntction sub-contracts. 10. Will comply, if applicable, with flood insurance purchase requirements of Section 1020) of the Flood Disaster Protection Act of 1973 (P.L. 93-234) which requires recipients in a Special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is $10,000.00 or more. II, Will comply with environmental standards which may be prescribed pursuant to the following: (a) institution of environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190) and Executive.Order(EO) 11514; (b) notification of violating facilities pursuant to EO 11738; (c) protection of wetlands pursuant to IO 11990; (d) evaluat:ion of flood hazards.in .floodplains in accordance with E0 11988; (e) assurance of project consistency with the approved State management program developed under the Coastal Zone Management Act at' 1972 (16 U.S.C. §1451 et seq.); (f) conformity of federal motions to State (Clear Air) a of underground Implem nethlnsunder Section 176(c) of the Clear Air Act of 1955, as amended (42 U.S.C. §740.1 ct seq.); (g) p sources of drinking water under the Safe Drinking Water Act of 1974, as amended, (P.L. 93-523); and (h) protection of endangered species under the Endangered Species Act of 1973,as amended,(P.L.93-205), 12 Will comply with the'Wild and Scenic Rivers Act of 1968 (16 U.S.C. §1721 et seq.) related to protecting components or potential components of the national wild and scenic rivers system. 13. Will assist the awarding agency in assuring compliance with Section 106 of the National Historic Preservation Act of 1966, as amended (16 U.S.C. §470), EU 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974(16 U.S.G. §469a-1 et seq.). 14, Will comply with P.L.93-348 regarding the protection of human subjects involved in research,development,and related activities supported by this award of assistance. 15. Will comply with the Laboratory Animal Welfare Act of 1966 (P.L, 89-544, as amended, 7 U.S.C. §2131 et seq.) pertaining to the care, handling,and treatment of warm blooded animals held for research, teaching,or other activities supported by this award of assistance. 16. Will comply with the Lead-Based Paint Poisoning Prevention Act(42 U.S.C..§4801 et.seq.), which prohibits the use of lead-based paint in construction or rehabilitation of residence structures. 17. Will cause to be performed the required financial and compliance audits in accordance with the Single Audit Act Amendments of 1996 and 2 CPR Part 200. 18. Will comply with all applicable requirements of all other federal laws, executive orders, regulations and policies governing this program, SIGNATURE OE AUT 0 !ZED CERTIFYING OFFICIAL, III LC Co-founder APPLICANT ORGANIZATION DATE SUBMITTED Olive App, LLC 11/30/2020 2 CAo I;all LB/(;CA-8 DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1 D-036F44DA87D5 l?�Cllilil'I" l.l.; GRANT (''Fit')'lFICATIONS ANI.) ASSUl3AN(:.'l,` COLLIER COUNTY. Conflict of Interest Certification 2011-010 Collier County Solicitation No, • I Todd Mueller _ , hereby certify that to the best of my knowledge, neither I nor my spouse, dependent child, general partner, or any organization for which I ttm serving as an officer, director, trustee, general partner or employee, or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a l.inaneial interest in this matter, • I further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household. Also, to the best of my knowledge, no member of my household; no relative with whom I have a close relationship; no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which.1 now servo actively or have served within the last year are parties or represent a party to the matter. I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter, and to, disclose any interest 1, or anyone noted above, has in any person or organization that does become involved in, or is affected at a later date by,the conduct of this matter. Todd Mueller "/G 1.e/1 J ` Name Signature Co-founder 11/30/2020 Position Date Privacy Act Statement Title I of the Ethics in Government Act of 1978 (5 U.S.C, App.), Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of this information. The primiary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations. Additional disclosures of the information on this report may he made; (1) to a federal, state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations; (2) to a court or patty in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena; (3) to a source when necessary to obtain information relevant to a conflict of interest investigation or decision; (4) to the National Archives and Records Administration or the General Services Administration in records management inspections; (5) to the Office of Management and Budget during legislative coordination on private relief legislation; and (6) in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding, if the information is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person unless authorized by law, See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. iiXI I 113/c;CA- 14 DocuSign Envelope ID:CC70CE87-DDF4-427E-BE1 D-036F44DA87D5 EXHIBIT 1,13 GRANT"(.1',1 'I I ICA'I'l(7NS AND ASSURANC'F S COLLIER COUNTY ANTICIPATED DISADVANTAGED,MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be verified, unYei fable statuses will require the PRIh1E to either proivde a revised statement or provide source docuMentatlon that validates a status. A, PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME PRIME FEID NUMBER CONTRACT DOLLAR AMOUNT Olive App, LLC 84.4088644 'S THE PRlbtt ArtORIDA-ctRTltitD DISADVANTAGED, VETERAN v ID IS THE ACTIVITY OF MS CONTRACT.. MiNORI1YOR WOMEN BUSINESS ENTERPRISE? DBE? Y N CONSTRUCTION? Y N {DBE/MBE/WOE)OR HAVE A%IALLDISADVANTAGE° BUSNIESSCA<CalifICATION FROM THE SMALL BUSINESS MBE? Y LI CONSULTATION? Y N ADMINISTRATION? A SERVICE OISABLEOVETERAtIT WDE? Y (ID OTHER? O N SOB BAT IS TinS SUBMISSION A REVISION? Y N if YES,REVISION NUMBER B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DOE M/WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUD/SUPPLIER PERCENT OF CONTRACT VETERAN NAME SPECIALTY (see Below DOLLAR AMOUNT DOLLARS TOTALS' C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMIT-TER DATE Trilt OF%UBMfTTen Todd Mueller 11/30/2020 Co-founder EMAIL ADDRESS OF PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER trrlueller@oliveapp,co (644)356-2424 N/A NOTE:This Information Is used to track and report antsdpated DBE or MBE participation In federaltydunded contracU,The anticipated DOE or MBE amount Is voluntary and will not become part of the Contractual terms.This form must be submitted at time of response to a solicitation,If and when awarded a County contract,the prima will be asked to update the Information for the grant compliancefiles. _ 3.. 4'4111015T2(******iMAI4196407. black American BA Hispanic American HA Native American NA Subccnt,Asian American SAA Asian-Pacific American APA Non-Minority Women NMW other,not of any other group listed 0 D.SECTION TO BE COMPLETED BY COLLIER COUNTY DEPARTMENT NAME COLLIER COtliRACT o ppeiarP or POiREO) OMIT PROGRAM/CONTRACT / c J...5 /-'^M 0l) I .-(... 1 () ACCEPTED BY: ) DATE CXN 1.9/GCA-15 ` 1 DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1 D-036F44DA87D5 I-1II3IT I,I3 GRANT C'I;.R1'II7li::AT.I(')NS ANC) A; SITRAN( I:.S Ci.�11trP r.'.ci.?J,. ,NCS'rc,irim PIO OPPORTUNITY UST FOR COMMODITIES AI1(l CONTRACTUAL SERVICES AND PROFESSIONAL CONSULTANT SERVICES R is the of Co`herCounty that d)sahantaged businesses mid mMrarr`ty vendors,os defined in the Code of Pedera)Itegu)01(an3(CPR)Or Plorhlo.Sto(utes/PS),must lime the ooportunity Foparticiaoie on contracts with federal ontilorsta4e g,art aurttancr. Prim®Contractor/Prima Consultant. Olive App,LLC Address and Phone Number. 1534 N.Moorpark Rd,Ste 336(844)356-2424 Prr>turentent tturnber;Advertisement clamber: 2011-010 The list below is intended to be a listing of firms that ate,or attempting to,participate on the project numbered above,The list must Intl ode the firm bidding or quoting as pnme,as weli as subs and supPiers cpaothng for partrdpation.. Prime contractors and consultants must provide information for Numbers 1,d,3,and a;and,should provide any.Information the/have far Numban 5,6,7,and 0, This form must be submitted with the bid pxiage. 1. Federal TarIDtdumbe,.. 84-4088644 a.~ DBE a. Annual Gross eecetpts 1, fines Name. Olive App,LLC V floes-DBE —7"rless than$1 mCliOn 3. Phone!:umber Between 4 1•5 nailkin AttdlCef Olive Alp LLC Between S 5-10 motion ¶534 N.Moorpark Rd,Ste 336 7, steticontratlar Between 5laismillion Thous-di id OditY,CA 91380 Suhennsukant More than$Ls mgtion 3, Year ruin Established 2020 1, Federal Ti.to number. e. DBE 0, Annual Groat Peceipts 1. firm Name: - floes-Dot Less than$1 ro4l10n 3. Phone Number Between;i-5 million a. Address Berneen 5 5-10 htillicet 7, ' 5uticontractor Between S 10.15milliCra .... Subconsultant More than 515 Milian 5. Year Firm Established. 1. Federet•Tex16number. 6. Ott a. Arutwler Dix cmti:pis Finn Name. Non-OBE lets than 5.1 mtlron 5. Phone taurnber Between S t,s million 4 Ldarass.. ▪ Between 5 5.10 mtlioei 7..�...- Subcontractor tetvreen$10.15 million 5ubconstiltarrt . More than 5 15 andtion 3,Year Firm rsteblislned: 1. federal.Tlx lbHumber 6, DBE B. Annraldart Rce atpts 2. Firm Namtt� - ttai-DBE Less than 51 million 3. Phone teumber. Between 5 1-5 mltion 4, Address Between S 5.10 rnvllicrn 7, subcontractor _4Between S 10-15 million !toccata eke nt Mort than$15 million 5. Yee?Firm Established' EXIt 1,B/GCA-16 DocuSign Envelope ID:CC7OCE87-DDF4-427B-BE1D-036F44DA87D5 1..X..iall>l i 1,13 GRAN l..CH4, rfFlC ATIONS AND ASSURANCES eoLL,lrR couN'l Y .. ____ _ Aekno viati ettient of Grant Terms and Conditions I<'Iow i)own of Terms and Conditions from the Grant Agreement Subcontracts: If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (it) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law, The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288,703, Fla. Stat, Certification On behalf of my firm, I acknowledge,and agree to perform all of the specifications and grant requirements identified in this solicitation document(s), Vendor/Contractor Name Olive App, (WC Date 11/30/2020 /(: „.•-12-- Authorized Signature /..r'rx'..__ ...v Address 1534 N. Moorpark Rd, Ste 336 - _ Solicitation/Contract.# 2011-010 EXI l I,n/OC_'A- t 7 CAO EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASUSRANCES COLLIER COUNTY Acknowledgement of Terms, Conditions and Grant Clauses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts. If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. Certification On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). V (l o cce f GEC � (E,3 Vendor/Contractor Name Date Authorized Signature -1:::-•"/X1`‘.6'7 Address 5 3 / �v i" �O/'/�czy-� /7� S 5 �, - / Solicitation/Contract# 21�11 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASUSRANCES COLLIER COUNTY Conflict of Interest Certification Collier County Solicitation N hereby certify that to the best of my knowledge, neither I nor my spouse, dependent child, general partner, or any organization for which I am serving as an officer, director. trustee, general partner or employee, or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. I further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household.Also, to the best of my knowledge, no member of my household: no relative with whom I have a close relationship: no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year are parties or represent a party to the matter. I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter,and to disclose any interest I,or anyone noted above, has in any person or organization that does become involved in,or is affected at a later date by,the conduct of this matter. Name Signature ere) ,' rz,ef7- .7 Position Date Privacy Act Statement Title I of the Ethics in Government Act of 1978 (5 U.S.C. App.). Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of this information. The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations.Additional disclosures of the information on this report may be made: (1)to a federal, state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations; (2)to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena; (3) to a source when necessary to obtain information relevant to a conflict of interest investigation or decision: (4)to the National Archives and Records Administration or the General Services Administration in records management inspections; (5) to the Office of Management and Budget during legislative coordination on private relief legislation; and (6) in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding, if the information is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person unless authorized by law. See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASUSRANCES COWER COUNTY ` ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT I Status All be'rer,Sed Urt:errfabte statuses will require Vie PRIME to either prorvde a revised statement or prowde scurce documentation that validates a status A. PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME t Z:!'E FE 0 NUM!E: CONTRACT DOI.LAP AMOUNT C/hretea-5 Prei LL C is THE PRIME A PLOR,DA-CERTI F,ED D!SAD.ANTAGED VETERAN t +5 THE ACTIVITY Of 1T16 CONTRACT. MINORITY OR'WOMEN BUSN ESS ENTERPRISE? :DBE;MBE i:BE,OP HA\E A SMALL DISAD•:AMAGEO DBE? Y N CONSTRUCTION? ; BUSNESS SA CERTIFICATION FROM ME SMALL BUSINESS Met' r N CONSULTAT.ON? t N ADMI•Y:STRATION? A SER•,CE DISABLED vETERAN' WDEt r OTHEP7 N SOB EA? IS'rt:S!.;t3MiSS Oh A REVISION? N? F ,E .FE:'_,CN NUMBER B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DBE M/WBE SUBCONTRACTOR OR SUPPLIER. TYPE Of WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VETERAN NAME SPECIALTr (See Betowl DOLLAR AMOUNT DOLLARS C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SWIMMER DATE MEE OF SUB NIFTIER --re'r CI A/c'c/ '/- /t?/z /e. 3 ere EMAIL ADDRESS OF PRIME(SUBMI TER) TEt1PMONE NUMBER FAX NUMBER 1-77t v</ 1-.C .r drat 4't"' v se'. 5/y 7,shy Z VZ y ,y/ NOTE The information is used to track and report anbupated DBE or MBE participation in federal f-funded contracts The anticpated DBE or MBE amount is vo untary and will not become part of the contractua terms. This form must be submitted at tune of response to a so'acitatton f and when awarded a County Contract.the pnme AIL be asked to update the information for the grant cono;iance c:es. ETHNICITY CODE: Black Atnencan BA Hispanic American h:. Native Asnencan NA SutKCM.As:an Af'tencan :A.'. Asian-Pacrfi American APA %on-rumor.;'I'.omen Nf.<w Otrter not of arty other group listed O D.SECTION TO BE COMPLETED BY COLLIER COUNTY DEPART►-'EN''ARIE Et C'•.TI: .-T r F3 F?P or PO RED GRANT PROGRAM:'CONTRAC, ACCEPTED BY. DATE EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASUSRANCES COLLIER COUNTY Certification Regarding Debarment, Suspension, and Other Responsibility Matters Primary Covered Transactions (1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction;violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local)with commission of any of the offenses enumerated in paragraph (l)(b)of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local)terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. % dc7 ,l t/ 14 - CA- SeG�« eye - Se- ,,r Name Project Name C7-D Title� SAM.gov Unique Entity ID (UEI)Number / i ' fIaC 'ce "r/ L Firm Tax ID Number DUNS Number / 5 3 v /6;‘, it(e/e70-ree-4,_ /07, (.9 3 3 Street Address, City, State,Zip /j j I / ?6 Signat re EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASUSRANCES COLLIER COUNTY Certification Regarding Lobbying The undersigned certifies. to the best of his or her knowledge, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan, the entering into of any cooperative agreement, and the extension. continuation, renewal. amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Form- LLL. "Disclosure Form to Report Lobbying,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each s ch failure. The Contractor, 6 4 ` /' � , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any, In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 11.062, Florida Statutes., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Name of Authorized Official and Title /C 2 5 2 3 Date