Data to Be Provided In order for the Operator to perform the Services described in the Service Agreement, LEA shall provide the categories of data described in the Schedule of Data, attached as Exhibit B.
SERVICES TO BE PROVIDED 1. The Subcontractor is responsible for the administration and provision of programs and services in the following counties: Brevard.
2. Specific Subcontractor obligations under this subcontract require that the Subcontractor:
a. Comply with the provisions and conditions specified in the Master Contract, which is incorporated herein by reference and may be located at: xxxxx://xxxxx.xxxxx.xxx/Search/ContractDetail.aspx?AgencyId=600000&ContractId=GH ME1 (Master Contract, includes the standard contract, its’ attachments, any exhibits referenced in said attachments, any documents incorporated by reference, and any subsequent renewals and amendments). The Subcontractor shall provide services in accordance with the terms and conditions specified in the Master Contract including all attachments, exhibits, and documents incorporated by reference which constitutes the contract document. Any reference to the Department of Children and Families in the Master Contract documents is equivalent to the Contractor in relation to the Subcontractor, unless otherwise noted.
b. Secure and maintain all necessary authority and licenses to provide the services allowable within the cost centers for which the Contractor shall be invoiced and to provide those services for the rates specified in their CFCHS approved Funding Detail, hereby incorporated by reference.
c. Ensure Contractor access to the documentation necessary for ensuring compliance to the conditions of this subcontract.
d. Ensure that all persons served under this subcontract are eligible, that services provided are allowable and that documentation is consistent with and maintained in accordance with the conditions of the Master Contract, including, where applicable, verification that the services provided cannot be paid for through Medicaid.
e. Subcontractor and staff shall comply with the staffing qualifications and requirements of this subcontract and as required by applicable law, rule or regulations, including without limitation, the regulations of the Department of Children and Families. The Subcontractor shall enroll in the E-Verify program to initiate verification of employment eligibility prior to hiring. The Subcontractor will ensure that the standards for mental health personnel are used for Level II screening as set forth in Chapter 435 and s. 408.809, F.S., and, except as otherwise specified in ss. 394.4572(1)(b)-(d), and 394.4572(3), F.S. Additionally, the Subcontractor shall provide employment screening for substance abuse personnel using the standards set forth in Chapter 397, F.S.
f. Each party shall comply with all confidentiality and non-disclosure requirements contained in the Master Contract or required by applicable law, rule or regulation. Further, each party shall not use or disclose to any unauthorized person any information relating to the business or affairs of the other party or of any qualified individual, except pursuant to the express written consent of the other party or the qualified individual, as applicable, court order, or as required by law, rule or regulation. This provision shall survive the termination or expiration of the subcontract.
g. Subcontractor shall provide deliverables, including reports and data as specified in the included Attachments and Exhibits, in accordance with the stated standard terms and conditions of the contract. The failure to comply is considered a breach of contract as specified in the Master Contract and could result in denial of payment until acceptable deliverables are received.
h. Contractor shall not be required to pay Subcontractors or other vendors if Contractor does not receive payment for the corresponding services and materials from its payment source. This shall not mean that Contractor is excused from payment unless Contractor is not paid due to no fault of its own. Contractor may make partial payments to the extent it receives partial funding. In the event the acts or omissions of a Subcontractor are a cause, in whole or in part, of a payment source’s failure to pay Contractor, then Contractor may elect to apportion any payment received among Subcontractors or vendors whose acts are not a cause for non-payment. Subcontractors and vendors shall not be subject to non-payment for reasons other than Contractor’s failure to receive its funding, unless the Subcontractor or vendor has failed to comply with a corrective action plan and has received notice that its failure shall lead to non-payment as the next step of subcontract enforcement. Pursuant to s. 287.0582, F.S. the State of Florida’s performance and obligation to pay under this subcontract is contingent upon an annual appropriation by the Legislature.
i. Subcontractor agrees to participate in the Contractor’s quality assurance and quality management activities, including: peer reviews, critical incident reporting, evaluations, reviews of both individuals served and administrative records, and compliance with contract management requirements. The Subcontractor shall grant staff of the Contractor access to programmatic files, fiscal files and individual served records for monitoring purposes. The purpose of the quality assurance monitoring shall be to objectively and systematically monitor and evaluate the appropriateness and quality of client care, to ensure that services are rendered consistent with reasonable, prevailing professional standards and to resolve identified problems. In addition, the Subcontractor shall grant access for the purpose of monitoring compliance with corrective action.
j. The Subcontractor shall deliver services and system improvements as identified within their CFCHS approved Program Descriptions. The Subcontractor shall describe through their Program Description how consumers shall have access to care at each level of service delivery and how the care shall be coordinated to allow for seamless transition from one level of care to another. The Subcontractor shall also describe how the services shall be integrated to offer a total comprehensive array of services to accommodate the co-occurring population.
k. The Subcontractor shall protect data in the CFCHS data system(s) from accidental or intentional unauthorized disclosure, modification, or destruction by persons by insuring that each user possesses a unique personal identifier and password known only to the user. Further, Subcontractors shall follow all guidelines, as specified by CFCHS, concerning required trainings and forms to be completed for staff with access to CFCHS data system(s).
l. The Subcontractor shall maintain continuous adequate liability insurance during the existence of this subcontract and any renewal(s) and extension(s) of it. Each insurer must have a minimum rating of “A” by A.M. Best or an equivalent rating by a similar insurance rating firm, and shall name both Central Florida Cares Health System, Inc. and the Department of Children and Families as an additional insured under the policies. The Subcontractor accepts full responsibility for determining and identifying the type(s) and extent of liability insurance necessary to Subcontractor that provides reasonable financial protections for the Subcontractor and the clients. Upon execution of this subcontract the Subcontractor shall furnish the Contactor’s verification supporting the determination and existence of such insurance coverage. The Contractor reserves to right to require additional insurance coverage as specified in the subcontract.
m. If requested, the Subcontractor shall submit to the Contractor an actual expense report for every month of the subcontract period. The due date for the report is the 10th of the month following the end of the month. The Contractor shall provide the format of the report and shall determine the extent of cost analysis after reviewing the report.
n. The Subcontractor shall make available and communicate all plans, policies, procedures, and manuals to the Contractor’s staff, Subcontractor’s staff, and to clients/ stakeholders if applicable.
o. The Subcontractor agrees that all payments made for services will be based solely on data submitted to and accepted by Contractor or Contractor’s data system. Any payments subsequently determined by the Contractor to not be in full compliance with subcontract requirements shall be deemed overpayments.
Student Data to Be Provided In order to perform the Services described in this Article and Exhibit “A”, LEA shall provide the categories of data described in the Schedule of Data, attached hereto as Exhibit “B”.
Information to be Provided The notice of intent to introduce a technological change shall contain: the nature of the change; effective date of the change; the approximate number, type and location of Local members affected by change; and the anticipated effects the change may have on Local members. The Board shall update this information as new developments arise and modifications are made.
STATEMENT OF SERVICES TO BE PROVIDED The Parties agree to cooperate to provide necessary and authorized services and resources in accordance with the terms of this Contract. Specific services provided are described in Attachment A – Statement of Work.
SERVICES TO BE PROVIDED BY CONSULTANT 1.1 In compliance with all of the terms and conditions of this Agreement, CONSULTANT shall provide to ANAHEIM all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for the Services when required by ANAHEIM. The Services are more particularly described in the General Scope of Work attached hereto as Exhibit A and incorporated herein by this reference (“General Scope of Work”). In addition to the General Scope of Work, the Services will also be described in a Request for Work Order Proposal (“RFWOP”) and in a Notice to Proceed, as described in Section 1.4. ANAHEIM may elect to delete certain tasks of the General Scope of Work or the RFWOP at its sole discretion. The Services will not be performed by the CONSULTANT until ANAHEIM selects CONSULTANT in accordance with this Section 1. If selected, CONSULTANT shall perform the Services as directed by ANAHEIM and in accordance with the RFWOP, the Notice to Proceed, and this Agreement. By entering into this Agreement, ANAHEIM does not guarantee CONSULTANT that ANAHEIM will select CONSULTANT to provide any Services under this Agreement.
1.2 When the Services are required, ANAHEIM will issue an RFWOP in writing or electronically for the project-specific Services, including a specific scope of work, schedule for completion of the Services, task specifications, name of the Project Administrator, and other data specific to that RFWOP. CONSULTANT shall submit, within the time stated in the RFWOP, a sealed Work Order Proposal (“Work Order Proposal”) indicating the cost, task completion schedule, and other information requested in that RFWOP. CONSULTANT shall submit an electronic sealed Work Order Proposal when it is required by the RFWOP, and CONSULTANT shall abide by all RFWOP electronic proposal requirements.
1.3 For any RFWOP with an anticipated fee : (i) under $50,000, ANAHEIM will send, in writing or electronically, the RFWOP to one (1) pre-qualified consultant, which may or may not include CONSULTANT; (ii) of $50,000 to $150,000, ANAHEIM will send, in writing or electronically, the RFWOP to up to three (3) pre-qualified consultants, which may or may not include CONSULTANT; (iii) of $150,000 and up to $250,00, ANAHEIM will send, in writing or electronically, the RFWOP to up to five (5) pre-qualified consultants, which may or may not include CONSULTANT. ANAHEIM does not give any guarantee to CONSULTANT that ANAHEIM will send such an RFWOP to CONSULTANT at any point during the term of this Agreement. If (a) ANAHEIM sends CONSULTANT an RFWOP and (b) CONSULTANT desires to be considered for the RFWOP, CONSULTANT shall submit, within the time stated in the RFWOP, a sealed Work Order Proposal indicating the cost, task completion schedule, and other information requested in that RFWOP. CONSULTANT shall submit an electronic sealed Work Order Proposal when it is required by the RFWOP, and CONSULTANT shall abide by all RFWOP electronic proposal requirements.
1.4 Selection of a prequalified consultant to complete the Services requested in any RFWOP shall be based on the criteria set forth herein. ANAHEIM will issue a Notice to Proceed (“Notice”) to the successful consultant who has submitted a Work Order Proposal. The Notice and the RFWOP shall constitute the “Work Order”. If CONSULTANT fails to promptly commence work and/or diligently pursue a Work Order as set forth therein, ANAHEIM may elect to terminate the Work Order or this Agreement.
1.5 CONSULTANT acknowledges that ANAHEIM may enter into agreements similar to this Agreement with other consultants. It is understood and agreed that a Work Order will be awarded to the prequalified consultant most qualified in ANAHEIM's opinion to provide services set forth in the RFWOP within the scheduled completion date based upon the following criteria:
.01 Ability of the consultant to perform the specific tasks outlined in the RFWOP;
.02 Qualifications of the specific individuals to perform the specific tasks outlined in the RFWOP;
.03 Amount and quality of time key personnel will be involved in their respective portions of the Services outlined in the RFWOP;
.04 Reasonableness of the fee requested to provide the Services outlined in the RFWOP;
.05 Demonstrated record of success by the consultant on work previously performed for ANAHEIM or for other municipalities or enterprises and .06 The specific methods and techniques to be employed by the consultant in providing the Services outlined in the RFWOP.
1.6 In the event of conflicting provisions, the provisions shall govern in the following order: (1) the Notice to Proceed; (2) the RFWOP; (3) CONSULTANT’s Work Order;
Meeting and Function Rooms to be Provided A. The Contractor shall provide to the Judicial Council the meeting and function rooms on the Dates and at the times set forth in Table 1, below, including necessary and appropriate set up. Prior to the Program, the Judicial Council will provide one
(1) or more BEO’s to the Contractor setting forth the final detail on these items. Date1 2:00pm – 24 hours Meeting Planning Office Boardroom 2 2:00pm – 24 hours Staff Office 1 rounds of 5, 4 6’ tables 5 2:00pm – 24 hours AV Storage 1 6’ table with 2 chairs 2 Date2 24 hours Meeting Planning Office Boardroom 2 24 hours Staff Office 1 rounds of 5, 4 6’ tables 5 24 hours AV Storage 1 6’ table with 2 chairs 2 6:00am – 24 hours Faculty Room Conference 6 6:00am – 24 hours Registration 2 6’ table with 2 chairs Flow 5:00am - 24 hours General Session Crescent Rounds of 5 92 6:00am – 24 hours Breakout #1 Crescent Rounds of 5 23 Date Time Function Location Set Up Expected Attendance 6:00am – 24 hours Breakout #2 Crescent Rounds of 5 23 6:00am – 24 hours Breakout #3 Crescent Rounds of 5 23 6:00am – 24 hours Breakout #4 Crescent Rounds of 5 23 Date3 24 hours Meeting Planning Office Boardroom 2 24 hours Staff Office 1 rounds of 5, 4 6’ tables 5 24 hours AV Storage 1 6’ table with 2 chairs 2 24 hours Faculty Room Conference 6 24 hours Registration / materials table 2 6’ table with 2 chairs Flow 24 hours General Session Crescent Rounds of 5 92 24 hours Breakout #1 Crescent Rounds of 5 23 24 hours Breakout #2 Crescent Rounds of 5 23 24 hours Breakout #3 Crescent Rounds of 5 23 24 hours Breakout #4 Crescent Rounds of 5 23 24 hours Breakfast/ Lunch room with speaker Rounds of 9-10 118 Date4 24 hours- 4:00pm Office 1 rounds of 5, 4 6’ tables 5 24 hours AV Storage 1 6’ table with 2 chairs 2 24 hours- 12:00pm Faculty Room Conference 6 24 hours- 1:00pm Registration / materials table 2 6’ table with 2 chairs Flow 5:00am - 24 hours General Session Crescent Rounds of 5 92 6:00am – 24 hours Breakout #1 Crescent Rounds of 5 23 24 hours- 6:00pm Breakout #2 Crescent Rounds of 5 23 24 hours- 6:00pm Breakout #3 Crescent Rounds of 5 23 24 hours - 6:00pm Breakout #4 Crescent Rounds of 5 23 24 hours- 10:00amm Breakfast room Rounds of 9-10 118 Date5 24 hours- 10:00am AV Storage 1 6’ table with 2 chairs 2
B. Upon reasonable Notice to the Contractor, the Judicial Council may change the Program function, meeting times, room configurations, number of meeting and function rooms, and the numbers of Attendees attending these functions and meetings.
C. The Contractor shall assure that the meeting and function rooms are maintained between sixty-eight degrees (68°) and seventy-four degrees (74°) Fahrenheit during all meeting and function sessions of the Program.
Obligations of and Services to be Provided by the Manager The Manager undertakes to provide the services hereinafter set forth and to assume the following obligations:
Obligations of and Services to be Provided by the Adviser The Adviser undertakes to provide the services hereinafter set forth and to assume the following obligations:
Services to be Performed Subject always to the supervision of Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund and as described in the investment policy section of the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, as such policies described therein may subsequently be changed by the Fund’s Board of Trustees and publicly described. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by Manager to Sub-Adviser are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund’s portfolio allocated to the Sub-Adviser, the performance of the Fund’s investment portfolio allocated to the Sub-Adviser in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager;
(d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(e) will prepare such books and records with respect to the Fund’s securities transactions for the portion of the Fund’s investment portfolio allocated to the Sub-Adviser as requested by the Manager and will furnish Manager and Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
