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Item C14BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: 1/28/09-1/29/09 Division: County Administrator Bulk Item: Yes X No _ Department: Social Services/Nutrition Staff Contact /Phone #: Ellen Caron 292-4522 AGENDA ITEM WORDING: Request for BOCC approval to initiate bid process for the food service contract currently held by GA Food Service, Inc. which provides food to both the Nutrition Department and Bayshore Manor. ITEM BACKGROUND: The Alliance for Aging requires its Nutrition Providers to put their food service contract out to bid every three years. The last contract award to GA Food Service was effective on April 1, 2006. Since the amount of the contract is in excess of $25,000, BOCC approval of the bid process is necessary. PREVIOUS RELEVANT BOCC ACTION: Approval of the Amendment to extend the existing contract with GA Foods until March 31, 2009. CONTRACT/AGREEMENT CHANGES: None related to this action. STAFF RECOMMENDATIONS: Approval TOTAL COST: _$15,000/month BUDGETED: Yes X No COST TO COUNTY: $1800/month- Bayshore SOURCE OF FUNDS: Older Americans Act Ad valorem taxes REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year APPROVED BY: County Atty O4Brchasing Risk Management DOCUMENTATION: Included X Not Required DISPOSITION: Revised 11/06 AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: GA Food Service Inc. Contract # Effective Date: 4/01/06 Expiration Date: 3/31/09 Contract Purpose/Description: Provides food service to to the clients of the Nutrition Department and Bayshore Manor Contract Manager: Sheryl Graham 4510 Social Services/ #1 (Name) xt.) (Department/Stop #) for BOCC meeting on 1/28-1/29/09 Agenda Deadline: 01/13/2009 CONTRACT COSTS Total Dollar Value of Contract: $ 180,000 Current Year Portion: $ 180,000 Budgeted? Yes® No ❑ Account Codes: 125-6153109-530491-Nutrition- Grant: $ 156,000 - 125-6153209-53049 1 -Nutrition- Nutrition County Match: $ 24,000 Bayshore 001-61504-530491-Ba sy hore- ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (ee. maintenance CONTRACT REVIEW Changes Date In Needed fewer Division Director Yes[:] No Risk Manage ent Yes❑ NoR," IN ON -B./PurcYasing 1 1 Yes❑ No] County Attorney 4 �/o Yes❑ Nok) 9f1r, utilities, Comments: etc.) Date Out V uiviD rorm icevisea L/L //ul mt-r Y , DEPARTMENT OF ELDER AFFAIRS PROGRAMS AND SERVICES HANDBOOK Chapter 4: Older Americans Act Service Requirements: Section 5—Nutrition Program Policies Food Service Contract Provisions FOOD SERVICE CONTRACT PROVISIONS: Food Service Contract Requirements: A. Food Service Contracts: Food service contracts are defined as contracts for the purchase of meals or portions of meals or for food preparation. B. Adherence to Standards: All service providers must adhere to all standards set forth herein and incorporate the MENU PLANNING, DEVELOPMENT REVIEW AND APPROVAL REQUIREMENTS section of this handbook. C. Competitive Bidding Time Frame: Competitive bidding for food service vendor contracts must be conducted a minimum of every three years. The contracts must not be signed for longer than one year but may be extended for an additional year if a "continuation clause" is included and both parties are agreeable to terms and conditions. A continuation clause may not be used for more than two consecutive years. D. Nutrition Programs are encouraged to ensure that their food service vendors use production kitchens located within the State of Florida. Any nutrition provider wanting to do business with vendor that maintains meal preparation kitchens outside the state of Florida must seek prior approval from DOEA. E. Preference may be given to Vendors requiring the least amount of delivery time needed to facilitate meal quality. F. Bid Specifications and Terms: Food service vendor contracts should include but not be limited to the following specifications: 1. Delivery: a. Transportation: Trucks and vans. b. Delivery sites: Addresses and location of dining centers to be served. c. Delivery Schedule: i. Number of days per week and specific days of required service; ii. Number of holidays and days when meals are not to be served; iii. Number of meals served with a time schedule for ordering additional or cancellation of daily meal counts; and 4-144 Date of Issuance: July 2008 DEPARTMENT OF ELDER AFFAIRS PROGRAMS AND SERVICES HANDBOOK Chapter 4: Older Americans Act Service Requirements: Section 5—Nutrition Program Policies Food Service Contract Provisions iv. Delivery schedules with a description of the time span between food packaging and delivery (to the extent possible not to exceed 4 hours). d. Containers: i. Food packaging style for transport; ii. Food transport equipment specifications; and iii. Responsibility for purchase and maintenance of the food transport equipment. 2. Menus: Menus shall be written in accordance with DOEA standards specified in this handbook and include the following: a. Name and title of person who completed the menus. b. Name and title of person who approved the menu. c. Meal pattern that includes appropriate portion size and identification of serving utensils to be used for each food item. d. Requirement that menus must be submitted to the project director at least five calendar weeks in advance of implementation. Nutrition Program's Qualified Dietitian must approve menus. e. Provision for evaluation of menu acceptability and menu revisions. f. Requirement to obtain prior approval by the nutrition service provider Qualified Dietitian for all menu substitutions outside of a pre -approved menu substitution list. 3. Food Safety and Sanitation: The following food safety and sanitation requirements must be addressed in the vendor contract: a. Compliance with Federal, State, and local food safety regulations. 4-145 Date of Issuance: July 2008 DEPARTMENT OF ELDER AFFAIRS PROGRAMS AND SERVICES HANDBOOK Chapter 4: Older Americans Act Service Requirements: Section 5—Nutrition Program Policies Food Service Contract Provisions b. Requirement for documentation of a food safety management program within the facility that meets or exceeds the minimum requirements of federal, state, municipal, or other agencies authorized to inspect or accredit the food service operation. c. Requirement to provide documentation of the food preparation inspection conducted by the state regulatory authority within the previous 6 months. d. Description of vendors' delivery standards and sanitation that includes holding temperatures for transporting and serving food. e. Right of the nutrition program, AAA, or department staff to inspect the food preparation and storage areas. 4. Food Service: The following food service issues shall be addressed: a. Number of meals and unit price for meals and other food served. b. Breakdown of bid price for the raw food cost, labor, transportation, equipment, paper and plastic supplies, profit, and other costs. c. Food provided, including: i. Entree; ii. Grain; iii. Vegetable; iv. Fruit; v. Milk; vi. Juice; vii. Salad; viii. Beverage; ix. Cream/substitution; X. Condiments; and 4-146 Date of Issuance: July 2008 DEPARTMENT OF ELDER AFFAIRS PROGRAMS AND SERVICES HANDBOOK Chapter 4: Older Americans Act Service Requirements: Section 5—Nutrition Program Policies Food Service Contract Provisions A. Butter/margarine. d. A provision stating that the nutrition program is not required to pay for food not meeting the proper specifications. e. A provision stating that the nutrition program will procure food from other sources at the vendor's additional expense if the vendor fails to deliver a meal or any portion of a meal or if the food was spoiled or otherwise inedible. f. Provision for napkins, table covering, home delivered meal containers, paper towels, and table service, including plates, cups, glasses and silverware. The vendor shall provide specifications of the disposable supplies (each vendor shall be requested to provide samples of proposed packaging with the bid). g. Administration: i. Schedule and method of payment to the food vendor; ii. Sales tax exemption; iii. Responsibility for product liability insurance and property damage; iv. Bonding; V. Requirement that the vendor's financial records are open for audit purposes; A. AAA approval; and vii. Binding time period of the contract, as well as the termination process agreed upon by both parties. NOTE: All food service contracts with profit -making organizations shall have prior approval from the AAA. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK 4-147 Date of Issuance: July 2008 i CONTRACT (AGREEMENT) FOR FOOD SERVICE AGREEMENT THIS AGREEMENT, made and entered into this _15_th_day of March , 2006, by and between MONROE COUNTY, a political subdivision of the State of Florida, 1100 Simonton Street, Key West, FL. 33040 (hereinafter called "County"), and G.A. Food Service. Inc. , a Florida corporation whose address is 12200 32"d Court North, St. Petersburg, Florida (hereinafter called "Contractor") WITNESSETH: WHEREAS, County desires to utilize the food preparation facilities and delivery systems of the Contractor for the purpose of providing meals for senior citizens participating in the Older Americans Act Title III-C Nutrition Program (hereinafter called "Program"); and WHEREAS, Contractor desires and is qualified to provide the meals and services needed by County for the Program; NOW, THEREFORE, the parties agree as follows: 1. THE CONTRACT The contract between the County and the contractor, of which this agreement is a part, consists of the contract documents, as specified in paragraph 2. 2. THE CONTRACT DOCUMENTS The contract documents consist of this Agreement, the specifications, all change orders and/or substitutions, and any addenda issued hereafter, any other amendments hereto executed by the parties hereafter, together with the Contractor's bid proposal dated February 22, 2006 and all required insurance documentation. 3. SCOPE OF THE WORK The Contractor shall provide all necessary supplies and equipment required and perform all of the work and services described in the Request for Bids entitled: 2006 FOOD SERVICE MEAL CATERING which shall include A. Providing meals according to the specifications which are attached hereto and incorporated by reference. The Contractor may, upon request of the County, make substitution for the items on the regular menu, according to the terms specified herein. The number of meals shall not exceed 50% above the maximum estimated number. If the County desires additional meals over and above the 50%, County shall notify Contractor in advance. B. Providing individual service site orders no later than Friday two weeks prior to the delivery date. C. Deliveries of frozen meals will be made to each designated meal site weekly. County shall notify contractor if the sites change. D. Delivery schedule w ill be subject to the holidays of the County and the Program shall notify Contractor of the dates. E. Contractor shall train County's staff on any new equipment or special handling of meals necessitated because of packaging or other requirements. 4. THE CONTRACT AMOUNT The County shall pay to the Contractor for the faithful performance of the Contract, in lawful money of the United States, as follows: _$2.93 per meal for all meals 5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS A. All specifications have been read and carefully considered by the Contractor, who understands the same and agrees to their sufficiency for the description of the meals to be provided and the service to be provided. Under no circumstances, conditions, or situations shall this Contract be more strongly construed against the County than against the Contractor. B. The passing, approval, and/or acceptance by the County of any of the services furnished by the Contractor shall not operate as a waiver by the County of strict compliance with the terms of this Contract, and specifications covering the services. Failure on the part of the Contractor, i mmediately after N otice t o Correct s hall a ntitle t he C ounty, i f i t s ees fit, t o correct the same and recover the reasonable cost of such replacement from the Contractor, who shall in any event be jointly and severally liable to the County for all damage, loss, and expense caused to the County by reason of the Contractor's breach of this Contract and/or his failure to comply strictly and in all things with this Contract and with the specifications. 6. TERM OF CONTRACT/RENEWAL A. This contract shall be for a period of nine (9) months, commencing April 1, 2006, and terminating December 31, 2006. B. The County shall have the option to renew this agreement with 30 days notice to contractor prior to the end of the term. This option may be exercised twice for one-year terms. C. The Contract amount shall be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index (CPI) for all Urban Consumers as reported by the U.S. Bureau of Labor Statistics for the previous year using the month of October closest to the renewal date. 7. HOLD HARMLESS The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and e xpenses ( including a ttorney's f ees) w hich a rise o ut o f, in c onnection w ith, o r b y r cason o f services provided by the Contractor or any of its Subcontractor(s) in any tier, occasioned by the 2 negligence, errors, or other wrongful act of omission of the Contractor or its Subcontractors in any tier, their employees, or agents. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. The provisions of this section shall survive the expiration or earlier termination of this agreement. S. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement the Contractor is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the contractor or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 9. ASSURANCE AGAINST DISCRIMINATION The Contractor shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. 10. ASSIGNMENT/SUBCONTRACT The Contractor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and Contractor, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the board in addition to the total agreed -upon price of the services/goods of the contractor. 11. COMPLIANCE WITH LAW In providing all services/goods pursuant to this agreement, the contractor shall abide by all statutes, ordinances, rules and regulation pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. The contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this contract. 3 12. INSURANCE Coverage shall be provided by a company or companies authorized to transact business in the State of Florida and the company or companies must maintain a minimum rating of A -VI, as assigned by the A.M. Best Company. Prior to execution of this agreement, and maintained throughout the life of the contract, the contractor shall furnish to the County Certificates of Insurance indicating the minimum coverage limitation as listed below: A. General Liability — include as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be $300,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shall be: S 100,000 per person; $300,000 per Occurrence; and $50,000 Property Damage. An O ccurrence F orm p olicy i s p referred. If c overage i s c hanged t o o r provided o n a Claims Made Policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of 48 months following the termination or expiration of the contract. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED. B. Vehicle Liability— include as a minimum: • Owned, Non -Owned, and Hired Vehicles The minimum limits acceptable shall be $100,000 Combined Single Limit. If split limits are provided, the minimum limits acceptable shall be: $50,000 per Person; $100,000 per Occurrence; and $25,000 Property Damage. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED. C. Workers Compensation — limits sufficient to respond to Florida Statute 440. In addition, the Contractor shall obtain F,mployers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee All coverages shall be provided. If the Contractor has been approved by Florida's Department of Labor, as an authorized self - insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the contractor may be required to submit updated financial statements from the fund upon request from the County. 13. PROFESSIONAL RESPONSIBILITY The Contractor warrants that it is authorized by law to engage in the performance of the activities encompassed b y t he p roj ect h erein d escribed, s ubject t o t he t erms and c onditions s et f orth i n these contract documents. The Contractor shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Continued funding by the County is contingent upon retention of appropriate local, state, and/or federal certification and/or licensure of contractor. 14. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY County Administrator Gato Building 1100 Simonton Street Key West, F133040 and FQR CQNT;RACTOR - r v i yr a, ;►'r Janice Drewing, Director Monroe County Social Services Senior Nutrition Program 1100 Simonton Street, First Floor, Room 1-202 Key West, FL 33040 15. CANCELLATION A) In the event that the contractor shall be found to be negligent or deficient in any aspect of operation maintenance, repair, or service, the County shall have the right to terminate this agreement after five (5)days written notification to the Contractor. B) Either of the parties hereto may cancel this agreement without cause by giving the other party thirty (30) days written notice of its intention to do so. 16. GOVERNING LAWS, VENUE, INTERPRETATION, COSTS, FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of the Agreement, the County and Contractor agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. The County and Contractor agree that, in the event of conflicting interpretation of the terms or a term of this agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 17. RECORDKEEPING Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. All such documents shall be retained for a period of 5 years. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor or not paid to County pursuant to this Agreement were spent for purposes not authorized by this Agreement or wrongfully retained by Contractor, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were to have been paid. 18. SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 19. ATTORNEY'S FEES AND COSTS The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall 6 include attorney's fees, court costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 20. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. 21. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 22. CLAIMS FOR FEDERAL OR STATE AID Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 23. ADJUDICATION OF DISPUTES OR DISAGREEMENTS County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions of Paragraph 15 concerning cancellation. 24. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 25. NONDISCRIMINATION County and Contractor agree that there shall be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) 7 Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616) as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism;; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.) as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 NoteO, as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age. 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of , this Agreement. 26. COVENANT OF NO INTEREST County and Contractor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 27. CODE OF ETHICS County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statues, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 28. NO SOLICITATION/PAYMENT The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 8 29. PUBLIC ACCESS The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statues, and made or received by the County and Contractor in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Contractor. 30. NON -WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statues, the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 31. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers agents or employees of any of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers agents, volunteers, or employees outside the territorial limits of the County. 32. LEGAL OBLIGATIONS AND RESPONSIBILITIES Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by and participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the e.xtent permitted by the Florida constitution, state statute, and case law. 33. NON -RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of the Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 34. ATTESTATIONS Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, An Ethics Statement, and a Drug -Free Workplace Statement. 35. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 36. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original all of which taken together shall constitute one and the same instrument. Any of the parties hereto may execute this Agreement by signing such counterpart. 37. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 38. CONTINGENCY STATEMENT Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Monroe County Board of County Commissioners and the obtaining of grant funding for the Program. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first written a bove i n s ix ( 6) c ounterparts, e ach o f w hich s hall, w ithout p roof o r a ccounting f or t he o ther counterparts, be deemed an original contract. (SEAL) Attest: DANNY L. KOLHAGE, CLERK B v ' Deputy Clerk Date: (SEAL) Attest/Witness By: Name Printed: By: Name Printed: BOARD OF COUNTY COMMISSIONERS OF MONROE COUWY, FLORIDA By: Mayor/Chairman CONTRACJ'-9R By 1 Title: /Presiden� MONROE COUNTY ATTORNEY APPROVED AS TO FARM: SUSAN M. IMSLEY ASSISTANT- COUNTY ATTORNEY 119 '���•^tr,Snfi �(/y.{�'t�r.�� �7 y,+..�R.t�, p'. <t �? ;st t;'+ CONTRACT AA-929 Page 1 THIS AGREEMENT is entered into between the Alliance for Aging, Inc., hereinafter referred to as the "Alliance" and Monroe County Social Services, hereinafter referred to as the "contractor." This agreement is subject to all provisions contained in the MASTER AGREEMENT executed between the Alliance and the Recipient, Agreement No. PA-729, and its successor, incorporated herein by reference. THIS CONTRACT IS SUBJECT TO FURTHER MODIFICATION IN ORDER TO INCORPORATE CERTAIN PASS -THROUGH LANGUAGE REQUIRED BY THE STATE OF FLORIDA DEPARTMENT OF ELDER AFFAIRS. ALL SUBSEQUENT ,NIODIFICATIONS WILL BE MADE THROUGH AMENDMENTS TO THIS CONTRACT. Attachment I (OAA Program) and Attachment II (Report Calendar) and ARC Attachment are an integral part of this agreement and incorporated by reference. The Budget Summary by Title is as follows: Title III B (CFDA/CSFA # 93.044): $ 109,569 Title C1 (CFDA/CSFA # 93.045): $ 142,600 Title C2 (CFDA/CSFA # 93.045): $ 210,832 Title III E (CFDAICSFA # 93.052): $ 56,560 1. The Alliance shall make payment to the provider for provision of services up to a maximum number of units of service and at the rate(s) stated below: Service(s) to be Provided Service Unit Rate Maximum Units of Service Maximum Dollars Homemaker $34.29 1,734 $59,459 Personal Care $40.07 1,130 $45,274 Screening & Assessment IIIB $42.05 115 $4,836 Congregate Meals $9.56 14,677 $140,311 Nutrition Education C1 $381.45 6 $2,289 Home Delivered Meals $6.13 34,269 $210,068 Nutrition Education C2 $382.05 2 $764 Facility Respite $10.34 5,470 $56,560 Total Contract I $519,561 This agreement shall begin on January 1, 2009 or the date it has been signed by both parties, whichever is earlier. All provisions in the contract and any attachments thereto in conflict with this amendment shall be and are hereby changed to conform with this amendment. All provisions not in conflict with this amendment are still in effect and are to be performed at the level specified in the contract are hereby amended to conform with this amendment. This amendment and all its attachments are hereby made a part of the contract. IN-WITNE$S WHEREOF, the parties hereto have caused this amendment to be executed by their undersigned officials as duly authorized. rn PROVIDER PC ED {�?iN: IN oe County ,(1�\oci IANCE FOR AGING, INC. SIGNED BY: c• �. 1:ter f .....,... �.II ..eN....E»..Yr-Alrr V/J T D .._ BY NAME: /' / 12_- /). TITLE: mg yc)" DATE: Max B. Rothman, JD, LL.M. NAME: TITLE: President & CEO DATE: CONTRACT AA-929 Page 2 ATTACHMENT I OLDER AMERICANS ACT PROGRAM I. STATEMENT OF PURPOSE The Older Americans Act (OAA) Program is a federal program that provides assistance to older persons and caregivers. To enhance the provision of services at the local level, the Department is charged with dividing the state into distinct planning and service areas (PSAs) and designating an Area Agency on Aging (AAA) for each of them. The Alliance is responsible for assessing the needs of older persons within PSA-11. The OAA Program is the only federal supportive services program directed solely toward improving the lives of older people. The Alliance fosters the development and implementation of comprehensive and coordinated systems to serve older individuals. Under current law, all service providers funded under part B of the Act must follow priorities established by the Alliance and approved by the Department of Elder Affairs for serving the elderly, providing assurances that preference will be given to those with the greatest economic and social need, with particular attention to low-income minority older individuals residing in rural areas. The Older Americans Act provides a framework for a partnership among the different levels of government and the public and private sectors with a common objective — improving the quality of life for all older Americans by helping them to remain independent and productive. H. SERVICES TO BE PROVIDED A. Services: The recipient's service application for the calendar year 2009 and any revisions thereto approved by the Alliance and located in the grant manager's file, are incorporated by reference in this agreement between the Alliance and the recipient and prescribe the manner in which the recipient will meet the requirements of the Older Americans Act. B. Manner and Service Provision: The services will be provided in a manner consistent with and described in the recipient's service provider application for the calendar year 2008, the 2008 Department of Elder Affairs Home and Community -Based Services Handbook, the Department of Elder Affairs National Family Caregiver Support Program Guidelines, and the Department of Health and Human Services, Office of Assistant Secretary, Administration on Aging, Program Instruction, AoA-PI-0 1 -02. In the event the manual or guidelines are revised, such revision will automatically be incorporated into the agreement and the recipient will be given a copy of the revisions. The recipient agrees to perform the services of the agreement in accordance with all federal, state, and local laws, rules, regulations and policies that pertain to Older Americans Act funds. III. METHOD OF PAYMENT A. The method of payment in this agreement includes advances and fixed rate for all other services. The recipient must ensure all costs and fixed rates include only those costs which are in accordance with all applicable state and federal statutes and regulations and are based on historical costs and audited historical costs when applicable. All requests for payment and expenditure reports submitted to support requests for payment shall be on DOER forms 106A, 105A and 106E. CONTRACT AA-929 Page 3 This agreement is subject to those Federal cost principles applicable to the particular organization concerned [Office of Management and Budget (OMB) circulars A-87, A-122, A-21, 45 CFR part 74, and 48 CFR part 31 ]. B. The recipient shall maintain documentation to support payment requests which shall be available to the Alliance, the Department of Elder Affairs staff or the Comptroller for the State of Florida upon request. C. The due date for the request for payment and expenditure reports shall be on the 5"' day of the month following the month being reported. D. The Alliance shall make payment to the recipient for a total dollar amount stated in the contract, subject to the availability of funds. Unit rates listed in Paragraph E are the Alliance's share not to exceed 90% of the gross cost per unit of service. E. If applicable, recipient may implement a Modified Spending Authority for these services, WITHIN THEIR RESPECTIVE TITLES. Under this Modified Spending Authority, the total units of service and maximum dollar amount projected by the recipient and included in the Service Grid may fluctuate based on consumers' service plans. Additional budget revisions/amendments will not be required in order to move funding among services within any given funding title, with the exception of Screening/Assessment, Case Aide, and Case Management. The total agreement amount per funding title cannot be exceeded without prior approval and an agreement amendment. F. The recipient may request a monthly advance for each of the first two months of the agreement period, based on immediate anticipated cash needs. Detailed documentation justifying cash needs for advances must be submitted with the signed agreement, approved by the Alliance, and maintained in the grant manager's file. For -profit organizations cannot receive advance funds. All payment requests for the third through the twelfth months shall be based on the submission of monthly actual expenditure reports beginning with the first month of the agreement. The schedule for submissionof invoices is ATTACHMENT II to this agreement. Reconciliation and recouping of advances made under this agreement are to be completed by the time the final payment is made. All payments are subject to the availability of funds. G. A final receipt and expenditure report (closeout report) will be forwarded to the Alliance within sixty (60) days after the agreement ends or is terminated. All monies which have been paid to the recipient and not used to retire outstanding obligations of the agreement being closed out must be refunded to the Alliance along with the final receipt and expenditure report. H. Interested Earned on General Revenue and Federal Funds: All interest income earned on the advance of general revenue and federal funds must be separately identified and returned to the Alliance, together with the payment and expenditure reports. Advances on Federal funds must be maintained in interest -bearing accounts in accordance with 45 CFR 74.22 (k). Interest amounts earned on Federal funds up to S250.00 per year may be retained by the recipient for administrative expenses. I. Any payment due by the Alliance under the terms of this agreement may be withheld pending the receipt and approval by the Alliance of all financial and programmatic reports due from the recipient and any adjustments thereto, including any disallowance not resolved as outlined in Section I.T. of the :Master Agreement. J. The recipient agrees to implement the distribution of funds as detailed in the service application and the Budget Summary, ATTACHMENT III to this agreement. Any changes in the amounts of federal funds identified on the Budget Summary form require an agreement amendment. CONTRACT AA-929 Page 4 K. Financial Reports: The recipient agrees to provide an accurate, complete and current disclosure of the financial results of this agreement as follows: 1. To submit all requests for payment and expenditure reports according to the format, schedule and requirements specified in ATTACHMENT I. 2. The completed manual units of service portions of the Older Americans Act Annual Report, if applicable, are due to the grant manager on the date established by the Alliance. The Department of Elder Affairs will obtain the remaining Report sections from the Consumer Information, Registration and Tracking System (CIRTS). IV. SPECIAL PROVISIONS A. Match The recipient will assure a match requirement of at least 10 percent of the cost for all services funded through this agreement. The recipient's match will be made in the form of cash and/or in -kind resources. At the end of the agreement period, all Older Americans Act funds expended must be properly matched. B. Consumer Contributions and Co -payments for Services 1) The recipient assures compliance with Section 315 of the Older Americans Act as amended in 2006, in regard to consumer contributions. Recipients may charge co -payments to those persons able to pay part or all of the cost of services only for services not paid for with Older Americans Act funds. 2) Voluntary contributions are not to be used for cost sharing or matching. (See Title 45, chapter XIII, Part 1321.67, CFR.) 3) Accumulated voluntary contributions are to be used prior to requesting Federal reimbursement. (See Title 45, Chapter XIII, Part 1321.67, CFR.) 4) Voluntary contributions and related interest earned are program income and must be used to expand services. C. Title III Funds The recipient assures compliance with Section 306 of the Older Americans Act as amended in 2006, that funds received under Title III will not be used to pay any part of a cost (including an administrative cost) incurred by the recipient to carry out an agreement or commercial relationship that is not carried out to implement Title III. D. Prioritization for Service Delivery The recipient shall develop and implement policies and procedures consistent with Older Americans Act targeting criteria. E. Service Cost Reports The recipient will submit semi-annual service cost reports which reflect actual costs of providing each service by program. This report provides information for planning and negotiating unit rates. F. Caregiver Forums CONTRACT AA-929 Page 5 The recipient will collaborate with the Alliance in supporting a Statewide Caregiver Forum coordinated by the Department of Elder Affairs. The Alliance will sponsor the attendance of a minimum of ten caregivers and contribute $1,000.00 toward the expense of speakers and miscellaneous training expenses using agreement funds. Sponsorship of caregivers includes providing funds for all expenses related to caregivers attending this event; to include registration, travel, and local respite services. Recipients are also encouraged to help the Alliance plan and conduct local caregiver forums utilizing Title III-E funds. Caregiver Forums are defined in the Department of Elder Affairs Title III-E National Family Caregiver Support Guidelines. CONTRACT AA-929 Page 6 ATTACHMENT II AGREEMENT REPORT CALENDAR ADVANCE BASIS AGREEMENT TITLE III Report Number Month Based On Submit To Alliance On This Date 1 January Advance * January 1 2 February Advance * January 1 3 March January Expenditure Report February 5 4 Aril February Expenditure Report March 5 5 May March Expenditure Report Aril 5 6 June April Expenditure Report May 5 7 July May Expenditure Report June 5 8 August June Expenditure Report July 5 9 Se tember July Expenditure Report August 5 10 October August Expenditure Report September 5 11 November September Expenditure Report October 5 12 December October Expenditure Report November 5 13 November Expenditure Report December 5 14 December Expenditure Report January 5 15 Final Payment Request February 14 16 Closeout Package February 28 Legend: * Advance based on projected cash need. Submission of expenditure reports may or may not generate a payment request. If final expenditure report reflects funds due back to the Alliance, payment is to accompany the report. Note #1: Reports #1 and #2 for Advance Basis Agreements cannot be submitted to the Alliance until the agreement with the Alliance has been executed. Note #2: The last two months of the recipient's fiscal reports covering actual expenditures shall reflect an adjustment repaying advances for the first two months of the agreement, if advances have not been recouped. CONTRACT AA-929 Page 7 ARC ATTACHMENT Outsourced Aging Resource Center (ARC) functions and policies and Procedure I. Under this Contract the provider agrees to the following: A. Perform ARC outsourced functions in accordance with policies and procedures developed by the Alliance for Aging. Refer to the following attachments: i. ARC Attachment I: Policies and Procedures for Outsourced Function - Screening ii. ARC Attachment II: Policies and Procedures for Outsourced Function - Triage iii. ARC Attachment III: Policies and Procedures for Activation from Waitlist- Client Services iv. ARC Attachment IV: Policies and Procedures for Termination from Waitlist- Client Services B. Maintain wait lists in CIRTS in accordance with DOEA requirements. C. Report number of client contacts to the Aging Resource Center. D. Adhere to prioritization policy as set forth by the Department of Elder Affairs. E. Update the agency Disaster Plan to incorporate ARC outsourced functions. F. Ensure against conflicts of interest and inappropriate self -referrals by referring consumers in need of options counseling or long-term care services beyond the provider's scope of services to the Aging Resource Center. G. Ensure that services provided are in the clients' best interest, are the most cost effective, of high quality, and are responsive and appropriate to the assessed needs. The Assessed Priority Consumer List (APCL) is maintained when services funded by the department are not available. Contracted providers of registered services for Alzheimer's Disease Initiative (ADI), Older American's Act (OAA), and Contracted Services (CS) maintain waiting lists in the CIRTS database for registered services when funding is not available. Note: OAA3E is an exempt funding source for ARC Wait List purposes. For services provided through OAA3E, no CIRTS client data entry is required. Registered Services for the above listed programs are as follows: Adult Day Care (ADC), Adult Day Health Care (ADHC), Chore (CHO), Escort (ESC), Home Health Aide (HHA), Homemaker (HMK), Model Day Care (MDC), Personal Care (PECA), Facility -Based Respite (RESF), In - Home Respite (RESP). CONTRACT AA-929 Page 8 ARC Attachment I Alliance for Aging, Inc. Aging Resource Center/Elder Helpline Policy and Procedure for Outsourced function - Screening Objective: To ensure that a comprehensive list of clients in need of services is maintained in CIRTS by appropriate funding source and that the ARC is thereby able to effectively gauge the level of elder service need in Miami -Dade and Monroe Counties. Policy: To obtain necessary information from clients in order to assist in determining level of need and eligibility for DOEA funded services Procedure: 1. ARC Contracted Providers will collect information from callers and conduct a 701A assessment. Alternatively, if a 701B assessment already exists or is provided from another source (i.e. CARES) the information from the 701E can be utilized. 2. Based on the information provided via the 701A(B) assessment, the ARC Contracted Provider will make a determination as to the services that the caller is in need of receiving (see Contract Amendment APCL). 3. The ARC Contracted Provider will determine the appropriate funding source(s) that provides the needed services (see Contract Amendment APCL). 4. If the caller is in need of a services) that is not provided by the ARC Contracted Provider, the ARC Contracted Provider will refer caller to the ARC Elder Helpline utilizing the ARC Referral Form and/or to an ARC Contracted Provider that provides the needed service. 5. The caller will be provided with general information regarding the ARC as well as the ARC Elder Helpline contact number. 6. The caller will be informed of the services and funding sources that they are being placed on the wait list for in CIRTS. ARC Contracted Provider will create a client record in CIRTS (if there is no existing record) and enter the services needed for the caller by funding source and service. [If there is an existing record in CIRTS, the appropriate fields will be updated]. 8. If the ARC Contracted Provider determines that the caller may qualify for more than one funding source, ARC Contracted Provider is encouraged to enter the appropriate information under multiple funding sources. [If there is an existing client record in CIRTS, the client record in CIRTS will be updated with appropriate information]. 9. ARC Contracted Provider will inform caller that they will receive a follow-up call (or home visit in case of active client) to check on their status based on DOEA Wait List Reassessment Standards and encourage caller to contact the ARC Elder Helpline with any questions. CONTRACT AA-929 Page 9 ARC Attachment II Alliance for Aging, Inc. Aging Resource Center/Elder Helpline Policy and Procedure for Outsourced function - Triage Objective: To ensure that clients in need of DOEA funded services receive services based on the highest level of need, first, as funding becomes available. Policy: To assist clients in obtaining DOEA funded services as funding becomes available, based on level of need as determined by a CIRTS priority score. Procedure: 1. ARC Contracted Provider will conduct periodic follow-up calls (or home visit in case of active client) to check on client status based on DOEA Wait List Reassessment Standards. 2. Based on the information provided via the 701A(B) assessment, the ARC Contracted Provider will update the client information in CIRTS, specifically as it pertains to level of need for services by funding source 3. The ARC Contracted Provider will ensure that the CIRTS prioritization score is accurately maintained, according to DOEA Standards. 4. If the caller is in need of a service(s) that is not provided by the ARC Contracted Provider, the ARC Contracted Provider will refer caller to the ARC Elder Helpline utilizing the ARC Referral Form and/or to an ARC Contracted Provider that provides the needed service. 5. The caller will be informed of the services and funding sources that they remain on the wait list for and/or have been removed from the wait list for. 6. ARC Contracted Provider will advise client of any change in their CIRTS priority score based on the updated information. 7. ARC Contracted Provider will remind client of the ARC Elder Help Line contact number and to contact the ARC Elder Help Line with any questions or concerns. 8. As funding becomes available, ARC Contracted Provider will run CIRTS, Prioritization Report and activate clients according to DOEA Standards (refer to ARC Client Activation Policies and Procedures). The Contracted Provider will apply targeting criteria, as appropriate, to prioritized clients to ensure activations meet programmatic requirements. CONTRACT AA-929 Page 10 ARC Attachment III Alliance for Aging, Inc. Aging Resource Center/Elder Helpline Policy and Procedure for Activation From Wait List — Clients/Services Objective: To ensure that elders in need of DOEA funded services in Miami -Dade and Monroe Counties and on the CIRTS wait list begin to receive services as funding becomes available. Policy: ARC will work with ARC Contracted Providers to ensure that clients waiting for DOEA funded services begin to receive those services as funding becomes available. Procedure: 1. ARC Contracted Provider will activate clients on CIRTS wait list based on DOEA prioritization polices and funding availability. 2. ARC Contracted Provider will update CIRTS status by funding source and service for any services being activated for the client using appropriate CIRTS codes. 3. Client may be left on wait list of a different funding source than the one being activated if ARC Contracted Provider determines that it is appropriate. 4. Client may also be left on wait list in CIRTS if they are being activated by the ARC Contracted Provider under a temporary non-DOEA funding source and ARC Contracted Provider determines that the clients need will persist after the temporary funding source is exhausted. 5. ARC Contracted Provider will inform the client of any services/funding source that they are being activated for as well as those services and funding sources that they will continue to be wait listed for. 6. ARC Contracted Provider will inform client to contact the ARC Elder Helpline if they have any questions or concerns regarding the status of any of their services. CONTRACT AA-929 Page 11 ARC Attachment IV Alliance for Aging, Inc. Aging Resource Center/ Elder Helpline Policy and Procedure for Termination From Wait List — Clients/Services Objective: To ensure that the comprehensive list of clients in need of services in CIRTS is appropriately maintained by funding source and that the ARC is thereby able to effectively gauge the current level of elder service need in Miami -Dade and Monroe Counties. Policy: ARC will maintain an accurate and current list of clients in need of elder services in Miami -Dade and Monroe Counties with the assistance of the ARC Contracted Providers. Procedure: 1. ARC Contracted Provider will re -screen clients which the ARC Contracted Provider initially placed on the CIRTS wait list for services based on DOEA Reassessment Standards. 2. The re -screening may be in the form of a phone screening or a home visit depending on the clients status (i.e. active/pending) 3. ARC Contracted Provider will determine if the client is no longer in need (or eligible) for any of the services they were wait listed for. 4. ARC Contracted Provider will terminate the client from the wait list (entirely or by specific service) using the appropriate CIRTS termination code for any services or funding source for which the client is determined to no longer be eligible for or no longer in need of. 5. ARC Contracted Provider will inform the client of any services/funding source that they are being removed from the wait list for. 6. ARC Contracted Provider will inform client of their ability to be re -added to the wait list if their level of need should change. 7. ARC Contracted Provider will inform client to contact the ARC Elder Helpline if they have any questions or concerns regarding their wait list status. 8. Reference DOEA Notice of Instruction: Assessed Priority Consumer List#:062906-1-I-OVCS as applicable. AMENDMENT TO EXTEND AGREEMENT Monroe County Nutrition Program This Amendment to Extend Agreement ("Extension") is entered into this day of December, 2008 by and between the Board of County Commissioners of Monroe County, Florida, a political subdivision of the State of Florida hereinafter called the County, and GA Food Service, Inc., a Florida corporation whose mailing address is 12200 32°d Court North, St. Petersburg, Florida, hereinafter called the Contractor. WITNESSETH WHEREAS, the parties entered into an agreement dated March 15, 2006, for provision of meals for the Monroe County Nutrition Program Congregate and Home Delivered Meals program operated by the County; and WHEREAS, the agreement expires on December 31, 2008, pursuant to an amendment to the agreement dated December 19, 2007; and WHEREAS, the parties desire to extend the agreement for an additional three (3) months; NOW, THEREFORE, in consideration of the mutual covenants and obligations contained in this Extension and in the original agreement, the parties agree as follows: 1. Contractor shall continue to provide meals pursuant to the agreement dated March 15, 2006 and any amendments thereto until March 31, 2009. 2. County shall continue to pay Contractor under the terms and for the amounts currently in effect. 3. All other terms and conditions of the contract dated March 15, 2006, shall remain in full force and effect. SEAL BOARD OF COUNTY COMMISSIONERS Attest: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA Lo Deputy Clerk Mayor/Chairman SEAL GA FOOD SERVICE, INC. Attest: i By: By. Secretary President assisTar,. ill: �ZZr/� �. Date ___