Public Administration Agreement

PUBLIC ADMINISTRATION AGREEMENT

This Public Administration Agreement (the Agreement) is entered into as of Effective Date: by and between Public Authority: , an entity organized as Entity Type: government nonprofit other with principal place of business at (Authority), and Administrator: , an entity organized as government nonprofit other with principal place of business at (Administrator).

RECITALS

WHEREAS, Authority administers public programs and desires to engage Administrator to perform administrative, fiscal, and programmatic services in connection with the program identified as (Program); and

WHEREAS, Administrator has the experience, personnel, systems, and capacity to administer the Program and agrees to perform the Services described herein under the terms and conditions of this Agreement; and

WHEREAS, Authority will provide funds to Administrator in the aggregate amount of for the administration of the Program subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Public Administration Agreement, including all schedules and exhibits attached hereto. "Services" means the administrative, fiscal, programmatic, and reporting duties described in Section 2. "Confidential Information" means nonpublic information provided by Authority to Administrator that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

2. SCOPE OF SERVICES

2.1 Administrator shall perform the Services described in the attached Service Description and shall deliver such reports, records, and metrics as required by Authority. Administrator's obligations include intake, eligibility determination, program enrollment, benefit calculation, disbursement processing, records maintenance, and program reporting.

2.2 Administrator shall perform Services in a professional manner, consistent with applicable professional standards and all applicable federal, state and local laws, rules, and regulations, and shall maintain sufficient personnel and controls to meet performance standards established by Authority.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on Effective Date and continue through End Date: unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Authority may terminate this Agreement, in whole or in part, for its convenience upon providing days' written notice to Administrator. Administrator shall be entitled to payment for Services performed through the effective date of termination and reasonable closeout costs.

3.3 Termination for Cause. Either party may terminate this Agreement for material breach by the other if such breach remains uncured for thirty (30) days after written notice; if the breach is not susceptible to cure, termination may be immediate.

4. COMPENSATION AND PAYMENT

4.1 Fees. Authority shall pay Administrator for Services in accordance with the payment terms and schedule set forth below. Total funds available under this Agreement shall not exceed Funding Amount: absent a written amendment.

4.2 Invoicing. Administrator shall submit itemized invoices in the form required by Authority and attach supporting documentation. Authority shall review invoices and pay or dispute amounts within thirty (30) days of receipt. Disputed amounts shall be resolved in good faith.

5. RECORDS, AUDIT AND REPORTING

5.1 Records. Administrator shall maintain complete and accurate records of all transactions, supporting documents, statistical reports, and any other data required by Authority. Records shall be retained for a period of years following final payment or longer if required by law.

5.2 Audit. Administrator shall permit Authority, its representatives, and auditors to inspect, audit and copy records at reasonable times. Administrator shall cooperate with any audit or investigation relating to the Program and shall promptly provide requested documentation.

6. CONFIDENTIALITY; DATA PROTECTION

6.1 Confidentiality. Administrator shall hold Confidential Information in confidence and shall not disclose such information except as necessary to perform Services or as required by law. Administrator shall implement administrative, technical and physical safeguards to protect Confidential Information.

6.2 Data Breach. Administrator shall notify Authority within forty-eight (48) hours of discovery of any unauthorized access to Confidential Information and shall cooperate in mitigation and notice to affected individuals as required by applicable law.

7. PUBLIC RECORDS; TRANSPARENCY

7.1 Public Records Requests. Administrator acknowledges that certain records and information pertaining to the Program may be subject to public records laws. Administrator shall promptly notify Authority upon receipt of any request for records related to this Agreement and shall follow Authority's directions concerning disclosure.

7.2 Redactions and Legal Process. Administrator shall not unilaterally withhold records except to the extent permitted by applicable law. If Administrator believes materials are exempt from disclosure, it shall identify the specific legal basis and provide Authority an opportunity to respond prior to release; Authority shall have days to direct redaction or withhold.

8. COMPLIANCE WITH LAWS; LICENSES

Administrator shall comply with all applicable federal, state and local laws, regulations, ordinances and administrative rules in performing Services, including procurement, nondiscrimination and labor laws. Administrator shall obtain and maintain any licenses, permits or certifications required to perform the Services.

9. INDEMNIFICATION

Administrator shall indemnify, defend and hold harmless Authority, its officers, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to Administrator's negligent performance, willful misconduct, breach of this Agreement, or violation of law in connection with the Services.

Authority shall indemnify Administrator for claims arising solely from Authority's gross negligence or willful misconduct in connection with Authority's obligations under this Agreement.

10. INSURANCE

Administrator shall maintain insurance coverage customary for organizations performing similar services, and shall provide certificates of insurance upon request. Such coverage shall name Authority as an additional insured as to Administrator's operations under this Agreement where permitted by law.

11. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality or indemnity obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for claims arising under this Agreement shall be limited to the greater of actual direct damages or .

12. TRANSITION AND CLOSEOUT

Upon expiration or termination, Administrator shall cooperate with Authority and any successor to effect an orderly transition of Services. Administrator shall provide transition assistance for a period of days or as otherwise agreed, and shall deliver all Program records and materials to Authority.

13. NOTICES

Notices shall be in writing and effective upon personal delivery, delivery by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, addressed to the parties at the addresses provided above or such other addresses as a party designates in writing.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

The parties represent and warrant that each has the full power and authority to enter into this Agreement, that the person signing on behalf of each party is authorized to do so, and that performance of this Agreement will not violate other agreements to which a party is bound.

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