Backup Documents 02/25/2014 Item #11I ORIGINAL DOCUMENTS CHECKLIST & ROUTING P
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT' j
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SI A URE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County.Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1.
2.
3. Colleen Greene County Attorney Office
CM& 3 4114
4. BCC Office Board of County by� ��
Commissioners v�V/ ‘o`\A
5. Minutes and Records Clerk of Court's Office
—Pen 31fo1►4 q:15.
Prn
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff Natali Betancur Phone Number 239-252-4059
Contact/ Department
Agenda Date Item s 2/25/14 Agenda Item Number . or
Approved by the B C
Type of Document greement `,�/' z \ Number of Original
Attached Documents Attached
PO number or account V VC■.,
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? NB
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 NB
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the NB
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's NB
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip NB
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 11/12/13and all changes made during the NB
meeting have been incorporated in the attached document. The County Attorney's
Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the(NB
BCC,all changes directed by the BCC have been made,and the document is ready forth
Chairman's signature.
1:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2. .1 ;Revised 11/30/12
111 .-4
Ann P. Jennejohn
From: Ann P.Jennejohn
Sent: Wednesday, March 12, 2014 1:01 PM
To: Betancur, Natali
Subject: Item #11I (February 25 2014 BCC Meeting)
Attachments: Agreement w_NCH (February 25 Item #11I).pdf
Hi Natoli,
Attached is a signed copy of the agreement w/NCH for water safety instruction,
approved by the Board on February 25, 2014 (Item #11I)
Would you like me to send you a paper copy,also?
Thank you!
Ann Jennejohn, Deputy Clerk
Clerk of the Circuit Court
Clerk of the Value Adjustment Board
Collier County Minutes & Records Dept.
239-252-8406
239-252-8408 (Fax)
1
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INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made this 11th day of February 2014, ("Effective Date"), by and
between NCH Healthcare System, Inc., a Florida not for profit corporation ("NCH") and
BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY ("Contractor").
WITNESSETH
WHEREAS, NCH and its affiliates have as their primary objective the delivery
and provision of health care related services to the community;
WHEREAS, NCH, in cooperation with the Safe and Healthy Children's Coalition
of Collier County, desires to make water safety instruction available to certain children in
identified Day Care Centers in Collier County;
WHEREAS, the Contractor is capable of providing water safety instruction
services ("Services") required by this Agreement; and
WHEREAS, the Contractor agrees to render the Services from time to time to
NCH as an independent contractor under the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable considerations, the receipt of which by each from the other •
is hereby acknowledged, it is mutually agreed as follows:
1. Creation of Contractual Relationship.
NCH hereby contracts with the Contractor, under the terms and conditions set
forth in this Agreement, to assist in providing the water safety instruction services for
children designated by NCH. The Contractor shall meet regularly with NCH's
representatives who oversee the Program, to discuss and review the Services which the
Contractor is providing for the Program.
2. Term of Engagement.
The period of this Agreement shall be for a term of twelve (12) months,
commencing on February 25, 2014.
3. Compensation to Contractor by NCH.
NCH shall pay to the Contractor Four Dollars ($4.00) per child per lesson hour,
not to exceed more than $40 per Child, as compensation for the services that the
Contractor provides under this Agreement. This Compensation shall be paid by NCH or
one of its affiliates, on a monthly basis.
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4. Duty to Perform Services.
The Contractor shall be permitted to arrange its schedule in rendering Services.
The Contractor shall spend as many hours each month as are necessary to adequately
provide the Services required under this Agreement. The Contractor will provide NCH's
representative a written status report each month for the duration of this agreement. This
status report will include a list of the children who have received the Water Safety
Instruction Services during the previous month.
The Contractor shall require prior to the commencement of water safety
instructions services all participants (parent/legal guardian for minors) to sign a waiver
and a release of liability form on behalf of NCH, which form is subject to the review and
approval of NCH.
The Contractor shall exert its best efforts in providing such Services and, will.
comply with all policies, standards and regulations of NCH as are from time to time
established, including, but not limited to policies and procedures regarding
confidentiality, information security, standards of behavior and customer service.
5. Licenses, Fees and Dues.
The Contractor will be solely responsible for obtaining and paying for licenses,_
dues to professional societies and associations and fees which are necessary to permit the
Contractor to render services hereunder, or which, though not necessary, are reasonable
and desirable to assist the Contractor in rendering services hereunder.
6. Conflict of Interest.
It is the responsibility of the Contractor to carry out the Services under this
Agreement honestly and economically and to exercise its best care, skill and judgment for
the benefit of NCH and its patients. The Contractor shall sign and abide by the Conflict-
of Interest Statement attached as Exhibit "A".
7. Information and Records.
The Contractor shall not disclose information relating to the business of NCH or
its affiliates to persons other than the management of NCH or such governmental or .
private accreditation or licensing bodies and third party reimbursement agencies with
whom NCH has directed or authorized the Contractor to deal, unless NCH shall have-
given written consent for the release of information or unless required by law. The above
shall be deemed to include any information kept in the normal business of NCH. Records..
connected with Services provided by the Contractor pursuant to this Agreement are and
shall remain the property of NCH. To the extent and only to the extent required by law,
until the expiration of four years after the furnishing of the Services provided under this
Agreement, Contractor will make available to the Secretary of the U.S. Department of
Health and Human Services, the U.S. Comptroller General, and their representatives, this
Agreement and all books, documents, and records necessary to certify the nature and
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extent of the costs of those Services. If Contractor carries out its duties through a
subcontract worth $10,000 or more over a 12-month period with a related organization,
the subcontract will also contain an access clause to permit access by the Secretary,
Comptroller General, and their representatives to the related organization's books and
records. The Contractor will notify Naples immediately of any such request.
8. Relationship Between Parties.
The parties acknowledge that Contractor is an independent contractor and not a•
joint venturer, partner, employee or agent of NCH by virtue of this Agreement. NCH has
no control over the manner or method by which the Contractor meets its obligations
under this Agreement; provided, that the Contractor Services shall be performed in a
competent and efficient manner in accordance with current professional standards and
also that is in compliance with the policies of NCH. NCH will not withhold for the
Contractor any sums for income tax, Social Security, unemployment insurance or any
other employee withholding, nor will NCH offer the Contractor any employee benefits
including, without limitation, pension benefits, worker's compensation coverage and
death and disability insurance. As between NCH and the Contractor, the Contractor shall
be solely responsible for all employment related withholdings and benefits.
9. Termination of Agreement.
9.1 Termination for Cause. This Agreement may be terminated at any
time during the term, by either party immediately and without written notice, upon a
material breach of this Agreement by the other party.
9.2 Termination Without Cause. This Agreement may be terminated
without cause at any time during the term by either party giving the other party thirty(30)
days written notice.
9.3 Termination by Mutual Consent. The Contractor and NCH may agree
in writing to terminate this Agreement at any time.
9.4 Effective Date of Termination. The "Effective Date of Termination"
shall mean the day following the last day on which the Contractor actually performs
Services for NCH.
9.5 Advancement of Effective Date of Termination. The recipient of a
notice of intent to terminate (as opposed to the one giving such notice) shall have the
right to accelerate or advance the Effective Date of Termination to any intermediate date
by giving the other party written notice of the advanced Effective Date of Termination;
9.6 Services During Interim. Between the date of the Notice of Intent to
Terminate and the Effective Date of Termination, the Contractor shall continue to render
Services required under this Agreement as more particularly set forth in this Agreement.
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9.7 Compensation. In the event of the termination of this Agreement, only
that compensation accruing to the Contractor as of the Effective Date of Termination
shall be payable by NCH to the Contractor.
10. Notices.
Any notice required to be given under this Agreement shall be sufficient if sent in
writing to the party to be charged with such notice, and if sent by certified mail, return
receipt requested, to such party's last known address.
11. Conformity with Laws.
This Agreement shall be governed in all respects and construed in accordance
with the laws of the State of Florida. If any provision of this Agreement is held to be
invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in
full force and effect. Any suit, action or proceeding with respect to this Agreement shall
be brought in the Circuit Court for the Twentieth Judicial Circuit in and for Collier,
County, Florida. In the event that any party brings an action to enforce its rights under
this Agreement then the prevailing party in that action shall be entitled to recover its
reasonable attorneys' fees and costs.
12. Amendments.
This Agreement may only be amended by an agreement in writing signed by the
Contractor and NCH.
13. Assignment.
This Agreement and the Contractor rights and obligations hereunder may not be
assigned by the Contractor without the express written consent of NCH.
14. Waiver.
A failure by either party to insist upon the strict performance of any covenant,
term or condition of this Agreement or to exercise a right or remedy shall not constitute a
waiver. No waiver of any breach shall affect or alter this Agreement, but each and every
covenant, condition and term of this Agreement shall continue in full force and effect
with respect to any other existing or subsequent breach.
15. Indemnification and Insurance
The Contractor and NCH shall indemnify each other for and against any liability
arising out of the acts or omissions of the other party, their agents or employees.
Contractor shall maintain in force General Liability insurance covering the Services the
contractor provides pursuant to this Agreement in at least such minimum amounts and
terms as may be required by NCH. Contractor shall furnish satisfactory evidence of such
insurance coverage to NCH upon request. The provisions of this section shall survive
CA
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the expiration or termination of this Agreement. Collier County's liability is subject to
the limits of Section 768.28, Fla. Stat.
16. Complete Agreement.
The parties' intention is that this Agreement constitutes a fully integrated
document and, that it sets forth the full and complete agreement of the parties as to the
matters set forth herein. Each party hereby acknowledges and declares that, aside from
the matters specifically set forth herein, there are no other representations, covenants, ,
promises or agreements which included any parties' execution of this Agreement. By
executing this Agreement, each party further hereby acknowledges and declares that they.
have had the full benefit of the advice and counsel of an attorney at law of its own
choosing (or adequate opportunity to seek such advice and counsel) and that this
Agreement has been entered into freely, voluntarily and with a full understanding and
appreciation of the rights and obligations hereby created.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day, month, and year first above written.
NCH Healthcare System, Inc. Contractor
BOARD 0 OU1 Y COMMISSIONERS,
COLLI ' CO 1 g FLORIDA
By
Tom Henning, chairman
Date: ?. (Sill y Date:
DWIGHT E. BROCK, Clerk
=Attest • •irman's
signature only.,,
Approved as to form and legal sufficiency:
2,„Colleen M. Greene Item#
Assistant County Attorney Agenda a.-as-tL`-
Date
Date alp—tc.t
Recd
� C(e
9
x11
EXHIBIT "A"
CONFLICT OF INTEREST STATEMENT
1. The Contractor shall exercise the utmost good faith in her duties to NCH and its
property. In Contractor dealings with and on behalf of NCH, Contractor shall be
held to a strict rule of honest and fair dealing. Contractor shall not use its
position, or knowledge gained therefrom, in such a way that a conflict might arise
between the interest of NCH and that of the Contractor.
2. All acts of the Contractor shall be for the best interest of NCH.
3. The Contractor shall not accept gifts, favors, or hospitality that might influence its
decision-making or actions affecting NCH.
4. Although it is recognized that a degree of duality of interest may exist from time
to time, such duality shall not be permitted to influence adversely the decision-
making process of NCH. To this end, the Contractor shall promptly report the
possible existence of a conflict of interest for itself or any other person who may
have a conflict. The report shall be made to the CEO, if not disclosed herein.
5. A full disclosure to the CEO of NCH of all facts pertaining to any action that is
subject to any doubt concerning the possible existence of a conflict of interest
shall be made before consummating the action.
I understand the above and, unless noted below, I am unaware of any current conflicts of
interest that would relate to my duties described in this agreement.
By:
Tom Henning, Chairman,
Date:
DWIGHT B. BROQKITC!erk
en" ,
tO Chairman's
%iC111At c:
Approved as to form,and legality
_LILO/044 . // I Exhibit "A"
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n��tgtant County Attorney