Agenda 02/23/2016 Item #16D 8 2/23/2016 16.D.8.
EXECUTIVE SUMMARY
Recommendation to approve Amendment #1 to the Agreement with Naples Community Health
Care (NCH) System to provide water safety instruction to Collier County youth identified with the
SWIM Central Program.
OBJECTIVE: To provide swim lessons for children ages 4-5 with the SWIM Central curriculum to
assist with drowning prevention efforts in Collier County.
CONSIDERATIONS: On February 24, 2015, the Board approved the SWIM Central Program
Agreement between NCH and the Parks and Recreation Division(Agenda Item 16D8). The original term
of the Agreement was for a 12-month period ending on March 1,2016.Due to the success of the program,
staff would like to amend the Agreement to extend it an additional 12 months until March 1, 2017; and
add the ability to renew for an additional two one-year periods upon mutual agreement by both parties.
The SWIM Central program provides curriculum-based programming for water safety instruction for pre-
kindergarten children ages 4-5. The program consists of sessions of ten 30-minute lessons over a two
week period. Each child's water safety skills are evaluated, after which the children are placed into
appropriate groupings to further develop their skills. The program's primary goal is to prevent drowning
among children in this age group.
The goal of the SWIM Central program is to provide this instruction to 500 children ages 4-5 in Collier
County. The Parks and Recreation Division along with other similar agencies in the community are
geared to provide this instruction with existing staff and facilities and have offered this program to the
community in previous years.
FISCAL IMPACT: Children identified for the SWIM Central program will come from Day Care
Centers in Collier County. It is estimated that 500 children will attend the program at a rate of$4 per
lesson with 10 lessons for a total estimated cost of $40 per child. This rate will generate estimated
revenue of$20,000 annually which NCH will compensate to Parks and Recreation. Direct expenses for
this program are estimated at $6,397 annually. All revenues and expenses are budgeted within the Parks
Unincorporated Area General Fund(111)budget.
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this
item.
LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires
majority vote for approval.—CMG
RECOMMENDATION: That the Board of County Commissioners approves and authorizes the
Chairman to execute Amendment#1 to the NCH Water Safety Instruction Services Agreement to provide
SWIM Central instruction at Collier County Parks and Recreation facilities.
Prepared By:Natali Betancur, Operations Analyst,Parks and Recreation Division
Attachments:
1) Swim Central Agreement
2) Swim Central Amendment
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.D.16.D.8.
Item Summary: Recommendation to approve Amendment#1 to the Agreement with
Naples Community Health Care (NCH) System to provide water safety instruction to Collier
County youth identified with the SWIM Central Program.
Meeting Date: 2/23/2016
Prepared By
Name: BetancurNatali
Title: Operations Analyst,Parks&Recreation
2/1/2016 9:59:47 AM
Approved By
Name: WilliamsBarry
Title: Division Director-Parks&Recreation,Parks &Recreation
Date: 2/1/2016 4:58:18 PM
Name: TownsendAmanda
Title: Division Director-Operations Support,Public Services Department
Date: 2/2/2016 6:32:14 AM
Name: WashburnIlonka
Title: Manager-Park Operations,Parks &Recreation
Date: 2/8/2016 9:53:56 AM
Name: GreeneColleen
Title:Assistant County Attorney, CAO General Services
Date: 2/8/2016 11:27:54 AM
Name: CarnellSteve
Title: Department Head-Public Services,Public Services Department
Date: 2/9/2016 11:52:39 AM
Name: Joshua Thomas
Title: Grants Support Specialist,Grants Management Office
Date: 2/10/2016 10:31:57 AM
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Name: KlatzkowJeff
Title: County Attorney,
Date: 2/10/2016 1:50:05 PM
Name: FinnEd
Title: Management/Budget Analyst, Senior, Office of Management&Budget
Date: 2/10/2016 4:21:40 PM
Name: StanleyTherese
Title: Manager-Grants Compliance, Grants Management Office
Date: 2/12/2016 4:41:11 PM
Name: CasalanguidaNick
Title:Deputy County Manager, County Managers Office
Date: 2/14/2016 1:32:58 PM
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2/23/2016 16.D.8.
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made this 24th day of February 2015,("Effective Date"),by and
between NCH Healthcare System, Inc., a Florida not for profit corporation ("NCH") and
BOARD OF COUNTY COMMISSIONERS,COLLIER COUNTY("Contractor").
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 Enuaaement.
The period of this Agreement shall be for a term of twelve (12) months,
commencing on March 1,2015.
3. Compensation to Contractor by NCR.
NCH shall pay to the Contractor Four Dollars ($4.00)per child per lesson,not to
exceed more than $40 per Child, as compensation for the services that the Contractor
provides under this Agreement. This Compensation shall be paid by NCH or one of its
affiliates,on a monthly basis.
C.)
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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
C.)
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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 NCR Contractor shall furnish satisfactory evidence of such
insurance coverage to NCH upon request. The provisions of this section shall survive
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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 OF COUNTY
COMMISSIONERS,COLLIER
COUNTY /,�
By: it L By: / erAf.e_
c
' e Tim Nance
c two c Amef Chairman
Date: 3/307, Date: Z`Z4-\\1'
ATTEST: y w",1V'18
DWI 3UT E: : 'OCIC,
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St as to C yma .
signature only '
.proved as to form and 1- al sufficiency:
•
C(111/f4 ja4
olleen M.Greene
Assistant County Attorney
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EXHIBIT"A"
CONFLICT OF INTEREST STATEMENT
1. The Contractor shall exercise the utmost good faith in her duties to NCH and its
property. In Contractor dealings with and on behalf of NCH, Contractor shall be
held to a strict rule of honest and fair dealing. Contractor shall not use its
position,or knowledge gained therefrom,in such a way that a conflict might arise
between the interest of NCH and that of the Contractor.
2. All acts of the Contractor shall be for the best interest of NCH.
3. The Contractor shall not accept gifts,favors,or hospitality that might influence its
decision-making or actions affecting NCH.
4. Although it is recognized that a degree of duality of interest may exist from time
to time, such duality shall not be permitted to influence adversely the decision-
making process of 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: / ..,aitG:e,' .
Tim Nance, Chairman
Date: 2-`.-a- \
Approved as to form and legality
040-0,11131/11 Assistant County At ney
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2/23/2016 16.D.8.
Contract Amendment#1
Independent Contractor Agreement with NCH for Water Safety Instruction Services
This amendment, dated this day of February, 2016 to the referenced agreement shall be by and
between the parties to the original Agreement, NCH Healthcare System, Inc., a Florida not for profit
corportation (to be referred to as "Contractor") and Collier County, Florida, (to be referred to as
"Owner").
Statement of Understanding
RE: Independent Contractor Agreement with NCH for Water Safety Instruction Services
In order to continue the services provided for in the original Contract document referenced above, the
Contractor agrees to amend the Contract as per this Amendment and incorporated herein by reference or
by the modified language below.
Note: Language deleted has been st ek—through. New language has been underlined.
Section 2. Term of Engagement.
The period of this Agreement shall be for a term of twelve (12) months, commencing on March I, 2015.
The Parties agree to amend this Agreement for one year commencing on March 1, 2016. The Parties
further agree that this Agreement may be renewed for an additional two one-year renewals upon mutual
agreement of both Parties.
All other terms and conditions of the agreement shall remain in force.
IN WITNESS WHEREOF,the parties have each,respectively, by an authorized person or agent, have
executed this Amendment on the date(s)indicated below.
Accepted: , 2016
Dwight E. Brock, Clerk OWNER:
BOARD OF COUNTY COMMISSIONERS
BY: OF COLLIER COUNTY, FLORIDA
Contractor's First Witness: By:
Donna Fiala,Chairman
By:
Signature
CONTRACTOR:
Print Name NCH Healthcare Systems,Inc.
Contractor's Second Witness: By:
Signature
By:
Signature Print Name and Title
Print Name
Approved as to Form and Legality:
ssistant County Attorney
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