FY2008 10/17/2007
MEMORANDUM
To: Camille Dubroff
Momoe County Emergency Services
From: Isabel DeSantis, Deputy Clerk ;;P
Date: November 5, 2007
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At the BOCC meeting of October 17, 2007 the BOG granted approval and authorized
execution of the following item:
Service Agreement between Gila Corporation d/b/a Municipal Services Bureau and
Momoe County Board of County Commissioners and the Board of Governors Fire and
Ambulance District I effective October I8, 2007 for the collection of outstanding ground
and air ambulance account receivable balances.
Attached hereto is a duplicate original of the subject document for your handling.
Should you have any questions, please feel free to contact my office.
CC: Finance
County Attorney
File
AGREEMENT BETWEEN
THE BOARD OF COUNTY COMMISSIONERS
AND
THE BOARD OF GOVERNORS ~
FIRE AND AMBULANCE DISTRICT 1
OF MONROE COUNTY, FLORIDA
AND
GILA CORPORATION d/b/a MUNICIPAL SERlVCES BUREAU
FOR COLLECTION OF OUTSTANDING AMBULANCE ACCOUNTS
\1 +--,
THIS AGREEMENT, ("AGREEMENT") made and entered into this VI"" day of October, 2007
by and between the Board of County Commissioners and the Board Governors of Fire and
Ambulance District I of Monroe County, Florida, (herein referred to as the "COUNTY") and
Gila Corporation d/b/a Municipal Services Bureau (herein referred to as "MSB");
WITNESSETH:
WHEREAS, MSB represents that they wish to provide services as hereinafter more specifically
enumerated to the COUNTY for collections of said outstanding accounts receivables from ground
and air ambulance transports;
WHEREAS, the COUNTY wishes to enter into an Agreement with MSB for collecting various
uncollected ground and air ambulance accounts receivables;
NOW, THERFORE, in consideration of the promises contained herein, the parties agree as
follows:
I. DEBT COLLECTION SERVICES - MSB will mail notices, telephone or otherwise contact
debtors with outstanding accounts with the COUNTY in order to attempt to collect those monies
owed by Ilhe Debtors. Demand for payment of each collection item will be in a non-threatening
manner and subject to all applicable Federal, State and local laws, rules and regulations. As
payment of collection items are collected by MSB, it shall be remitted to the COUNTY by the
fifteenth of the month for the previous month's activity. Each remittance shall include a statement
for the commission due and shall be accompanied by a dated report which, as to each collection
time included in the remittance, shall state the name of the person from whom it was collected,
the amow"t remitted and identifying account number.
2. RESPONSIBILITY OF THE COUNTY - The COUNTY will provide, in addition to the
names and last known addresses of the Debtors, all information regarding the date(s) of the
alleged debt(s), the amount of such debt(s) and the date the judgment was entered against the
debtor, if applicable. The information supplied to MSB by the COUNTY must be in an ANSI file
format which is acceptable to MSB and shall be provided not less frequently than monthly. The
COUNTY will update and correct any infomaation it has provided MSB as soon as it is
practicable. The COUNTY will notify MSB of any payment of other satisfaction of judgment
made directly to the COUNTY. The COUNTY may provide this infomaation in either hard copy
or electronically.
3. CONTRACT PERIOD AND RENEWAL - The effective date of this Agreement shall be
October 18, 2007 through September 30, 2008. This Agreement may be renewed annually for one
(I) year terms, not to exceed two (2) renewals, subject to approval ofthe Fire Chief of Monroe
County Fire Rescue, the Office of Management and Budget and the Monroe County Board of
County Commissioners and the Monroe County Board of Govemors Fire and Ambulance
Districll .
4. CONTRACT TERMINATION - Either party may terminate this agreement by providing
ninety (90) days written notice. Upon notice of termination MSB shall take all steps necessary to
close out any accounts with an open balance and will be responsible for complying with all
provisions of this contract until the termination date. MSB will not assume new accounts after
such notice of termination. MSB will be paid for its services through the termination date and
MSB will not incur any expenses after notice of termination except those necessary to properly
wind up its obligations under this contract and properly perform this contract. All money received
on accounts, by MSB, after the termination date will be forwarded to the COUNTY without
regular compensation being paid to MSB. MSB will further cooperate with any successor, debt
collection service provider by tuming over all records and any other documents or equipment in
hard copy to useable electronic format to the COUNTY or the debt collection service provider.
MSB will pay the COUNTY all funds due and owing to it as of the termination date of this
contract. The provision for MSB to tum over documents and to provide all funds due and owing
the COUNTY will survive the termination of this contract.
5. CAPABILITY TO PROVIDE SERVICE - MSB represents that it is an established debt
collection service provider licensed to do business in the State of Florida and capable of
providing all services required pursuant to this contract and that MSB has all necessary permits,
occupational licenses or any other license or permits required to provide services under this
agreement required by any local, state, govemment or the federal govemment. MSB further
represents that it has experience with debt collection practices and it has the requisite financial
resources, personnel and experience to perform all services required under this agreement.
6. REPORTS - MSB shall provide the COUNTY with montWy aging reports as of the last day of
each month, by the twenty-first day of the following month reflecting the status of all accounts
that are currently active and MSB's collection results. This report will include the following
information:
a. Debtor's Name
b. Debtor's Account Number
c. Amount paid on the account during the preceding month including amounts received by
COUNfY as reported to MSB.
d. Unpaid balance of account
e. Amount of commission due Agency.
The COUNTY has the absolute right to audit any and all financial records of MSB pertaining to
the collection activities carried on by MSB pursuant to this contract. MSB shall retain such
records not provided to the COUNTY for a period of three (3) years after the termination of this
contract unless such records are required for pending litigation then such records shall be
maintained until at least ninety (90) days after the conclusion of litigation including appeals.
7. VALID DEBTS - The COUNTY agrees that accounts placed with MSB for collection are
valid and legally enforceable debts and are not disputed or subject to any bankruptcy proceedings,
unless otherwise disclosed in writing by the COUNTY.
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8. COMMISSION RATES - For all accounts refelTed by the COUNTY to MSB for collection for
which the COUNTY is paid, regardless of whether payment is accepted directly by the COUNTY
or by MSB on the COUNTY'S behalf, the COUNTY will pay to MSB a twenty-five (25) percent
rate on the gross amount collected.
Service will be provided on a contingency fee basis with no up-front or additional costs
associated with the services.
The following services will be provided at no additional costs: On line access to accounts, bi-
lingual collection notices and staff, letter creation and distribution, background
checks/fingerprints scans for all current and future MSB employees, National Skip tracking
services, toll-free telephone numbers for debtors, independent security audit, and electronic
interface (in-house programmers).
The COUNTY will not be responsible to MSB for any commissions or fees for payments
returned to the COUNTY or MSB for insufficient funds.
9. NOTIFICATION OF COLLECTION - The COUNTY will immediately notify MSB of
accounts referred to MSB for collection that have been paid or disputed by the Debtors directly to
the COUNTY whenever that payment or dispute occurs. MSB agrees that once an account is
placed, that the COUNTY is to receive all commission due in the event that monies are collected.
By the fifteenth of each month, MSB will provide a detailed reporting to the COUNTY to
identify all accounts known to be collected during the prior month and to remit monies collected
on the County's behalf. MSB is required to invoice the COUNTY for commissions due; the
COUNTY agrees to review the invoice and forward payment to MSB in accordance with the
Florida Local Government Prompt Payment Act.
MSB makes no warranties or representation, expressed or implied, about the amount of funds that
will be collected, and MSB shall have no liability for any amounts uncollected. The only liability
ofMSB will be to forward any funds collected to the COUNTY subjected to MSB collecting its
commission amount.
10. LEGAL ACTION - MSB shall make no settlement for less than the total principal amount
owed without prior approval of the COUNTY.
MSB may not affect any debtor's credit history as a result of unsuccessful collection efforts.
MSB will place accounts for litigation only with prior written consent of County.
MSB agrees that if the continued collection of an account would damage the reputation of the
COUNTY or if suit is seriously threatened or filed, the COUNTY may request, in writing, the
immediate return of the account.
If the COUNTY has been given legal authorization to write-off obligations which have been
referred to MSB, MSB will not collect any fees from the COUNTY relative to the accounts which
have been withdrawn from MSB' s collection efforts.
II. NOTICES - All notices specified pursuant to this contract shall be sent to the following:
COUNTY:
Monroe County Emergency Services
4906300 Street Ocean
Marathon, 1'1 33050
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MSB:
Municipal Services Bureau
6505 Airport Blvd., Suite 100
Austin, TX 78752
12. INDEPENDENT CONTRACTOR - Neither MSB, nor any of its employees, agents, or
subcontractors are employees of the COUNTY. MSB is solely responsible and liable for any
action taken or made by MSB its' employees, agents or subcontractors.
13. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT of 1996
(HIP AA) - MSB will carry out its obligations under this contract in compliance with the privacy
regulations pursuant to Public Law 104-191 of August 21, 1996, known as the Health Insurance
Portability and Accountability Act of 1996, Subtitle F - Administrative Simplification, Section
261, et seq., as amended ("HIP AA"), to protect the privacy of any personally identifiable
protected health information (PHI) that is collected, processed or learned as a result of the
Collection services provided hereunder.
In conformity therewith, MSB agrees that it will:
a. Not use or further disclose PHI except as permitted under this contract or required by law;
b. Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by this
contract;
c. To mitigate, to the extent practicable, any harmful effect this is known to MSB of a use or
disclosure of PHI by MSB in violation of this contract;
d. Report to Monroe County any use or disclosure of PHI not provided for by this contract of
which MSB becomes aware;
e. Ensure that any agents or subcontractors to whom MSB provides PHI, or who have access
to PHI, agree to the same restrictions and conditions that apply to MSB with respect to such
PHI;
f. Make PHI available to Monroe County and to the individual who has a right to access as
required nnder HIP AA within 30 days of the request by Monroe County regarding the
individual;
g. Incorporate any amendments to PHI when notified to do so by Monroe County;
h. Provide an accounting of all uses or disclosures of PHI made by MSBH as required under
HIP AA privacy rule within sixty (60) days;
i. Make their internal practices, books and records relating to the use and disclosure of PHI
available to the Secretary of the Department of Health and Human Services for purposes of
determining MSB's and Monroe County's compliance with HIPAA; and
j. At the termination of the contract, return or destroy all PHI received from, or created or
received by MSB on behalf of Monroe Connty, and if return is infeasible, the protections of
this contract will extend to such PHI.
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The specitlc uses and disclosures of PHI that may be made by MSB on behalf of Monroe County
include:
a. Preparation of invoices and reminder notices and documents pertaining to collections of
overdue accounts to patients and others who are responsible for payment of the services
provided by Monroe County;
b. Uses required for the proper management ofMSB as a business associate.
c. Other uses or disclosures of PHI as permitted by the HIP AA privacy rule.
Notwithstanding any other provisions of this contract may be terminated by Monroe County if
MSB has violated a term or provisions of this contract pertaining to MSB' s material obligations
under the HIPAAprivacy rule, or ifMSB engages in conduct which would, if committed by
Monroe County, result in a violation of the HIP AA privacy rule by Monroe County.
14. INDEMNIFICATION - MSB covenants and agrees to indemnify, hold hannless and defend
the Monroe County Board of County Commissioners and the Monroe County Board of
Governors District I, its commissioners, oftlcers, employees, agents and servants from any and
all claims for bodily injury, including death, personal injury, and property damage, including
damage to property owned by Monroe County, and any other losses, damages, and expenses of
any kind, including attorney's fees, court costs and expenses, which arise out of, in connection
with, or by reason of services provided by MSB or any of its Subcontractors in any tier,
occasioned by the negligence, errors, or other wrongful act or omission of MSB or its
Subcontractor(s) in any tier, their oftlcers, employees, servants or agents.
In the event that the service is delayed or suspended as a result ofMSB's failure to purchase or
maintain the required insurance, MSB shall indemnify the County from any and all increased
expenses resulting from such delay.
The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within this agreement.
This indemnitlcation shall survive the expiration or earlier termination of the Agreement. (See
Attachment A).
15. INSURANCE - During the term of this Agreement, MSB must keep in force and affect the
following insurance:
Worker'" Compensation- Prior to the commencement of work governed by this contract, MSB
shall obtain Worker's Compensation Insurance with limits suftlcient to respond to Chapter 440,
Florida Statutes. In addition, MSB shall obtain Employer's Liability Insurance with limits not less
than:
$1100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorized to transact business in the
state of Florida.
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If MSB bas been approved by the Florida's Department of Labor, as an authorized self-insurer,
the County shall recognize and honor MSB's status. MSB may be required to submit a Letter of
Authorization issued by the Department of Labor and a Certificate of Insurance, providing details
on MSB's Excess Insurance Program.
If MSB participates in a self-insurance fund, a Certificate of Insurance will be required. In
addition, MSB may be required to submit updated financial statements from the fund upon
request from the County.
General Liabilitv - Prior to the commencement of work governed by this contract, MSB shall
obtain G<:neral Liability Insurance. Coverage shall be maintained throughout the life of the
contract and 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 (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per Person
$300,000 per Occurrence
$ 50,000 Property Damage
An Occurrence Fornl policy is preferred. If coverage is provided on 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 twelve
(12) months following the acceptance of work by the County.
The MOlli'oe County Board of County Commissioners shall be named as Additional Insured on all
policies issued to satisfy the above requirements.
Professional Liability Insurance - Recognizing that the work governed by this contract involves
the furnishing of advice or services of a professional nature, MSB shall purchase and maintain,
throughout the life of the contract, Professional Liability Insurance which will respond to
damages resulting from any claim arising out of the performance of professional services or any
error or omission of MSB arising out of work governed by this contract.
The minimum limits of liability shall be:
$250,000 per Occurrence/$500,000 Aggregate
Monroe County shall be named as an Additional insured on all policies.
The provisions of Attachment B are attached and incorporated into this agreement.
16. PAYMENTS - Payments shall be made by the COUNTY pursuant to the Florida Local
Governme:nt Prompt Payment Act after the completion of the rendered services and proper
invoicing by MSB.
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17. CONTINGENCY-Monroe County's perfollnance and obligation to pay under this
Agreement is contingent upon an miliual appropriation by the Board of County Commissioners.
18. 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.
19. OWNERSHIP OF THE PROJECT DOCUMENTS - The documents prepared by
MSB for this Project belong to the COUNTY and may be reproduced and copied
without acknowledgement or permission of MSB.
20. SUCCESSORS AND ASSIGNS - MSB shall not assign its right hereunder, except its right to
payment, nor shall it delegate any of its duties hereunder without the written consent of the
COUNTY. MSB will not employ any subcontractor to perform any duties under this agreement
unless such fact is made known to the COUNTY and prior written permission is granted. The
COUNTY shall have the right to prohibit a subcontractor from performing any part of the
contract; such right shall be reasonable exercised. Subject to the provisions of the i1l11l1ediately
preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives
to the other and to the successors, assigns and legal representatives of such other party.
21. NO THIRD PARTY BENEFICIARIES - Nothing contained herein shall create any
relationship, contractual or otherwise, with or any rights in favor of, any third party.
22. PUBLIC ENTITIES CRIMES - A person or affiliate who has been placed on the convicted
vendor list following a conviction for public entity crime may not submit a bid on contracts to
provide any goods or services to a public entity, may not submit a bid on a contract with a public
entity for the construction or repair of a public building or public work, may not submit bids on
leases of real property to public entity, may not be awarded or perform work as a MSB, supplier,
subcontractor, or MSB under a contract with any public entity, and may not transact business
with any public entity in excess of the threshold amount provided in Section 287.017 of the
Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed
on the convicted vendor list.
By signing this Agreement (including Attachment C), MSB represents that the execution of this
Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes).
Violation of this section shall result in termination of this Agreement and recovery of all monies
paid hereto, and may result in debarment from COUNTIES competitive procurement activities.
In addition to the foregoing, MSB further represents that there has been no determination, based
on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida
Statutes, as a "public entity crime" and that it has not been formally charged with committing an
act defined as a "public entity crime" regardless of the amount of money involved or whether
CONUSUL T ANT has been placed on the convicted vendor list.
MSB will promptly notify the COUNTY if it or any subcontractor is fonnally charged with an act
defined as a "public entity crime" or has been placed on the convicted vendor list.
23. MAINTENANCE OF RECORDS - MSB shall maintain all books, records, and documents
directly pertinent to performance under this Agreement in accordance with generally accepted
accounting principles consistently applied. Each party to this Agreement or its 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
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following the tennination of this Agreement. If an auditor employed by the COUNTY or County
Clerk deternunes that monies paid to MSB pursuant to this Agreement were spent for purposes
not authorized by this Agreement, the MSB shall repay the monies together with interest
calculated pursuant to Sec. 55.03, of the Florida Statutes, rumung from the date the monies were
paid by the COUNTY.
24. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND 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 adnlinistrative proceeding is instituted for the enforcement
or interpretation of this Agreement, COUNTY and MSB agree that venue shall lie in Monroe
County, Florida, in the appropriate court or before the appropriate adnlinistrative body. The
Parties waive their rights to a trial by jury. This Agreement is not subject to arbitration.
25. 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 pennitted 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 MSB 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.
26. ATTORNEY'S FEES AND COSTS - The COUNTY and MSB agree that in the event any
cause of action or adnlinistrative 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 include attorney's fees, courts 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.
27. BINDING EFFECT - The terms, covenants, conditions, and provisions of this Agreement
shall bind and inure to the benefit of the COUNTY and MSB and their respective legal
representatives, successors, and assigns.
28. 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.
29. CLAIlMS FOR FEDERAL OR STATE AID - MSB 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 subnlission.
30. ADJUDICATION OF DISPUTES OR DISAGREEMENTS - COUNTY and MSB 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 15 days
after the first meet and confer session, the issue or issues shall be discussed at a public meeting of
the Board of County COmnllssioners. If the issue or issues are still not resolved to the satisfaction
8
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.
31. 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 MSB 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 MSB specifically
agree that no party to this Agreement shall be required to enter into any arbitration proceedings
related to this Agreement.
32. NONDISCRIMINATION - MSB and COUNTY agree that there will be no discrimination
against any person, and it is expressly understood that upon a detennination by a court of
competent jurisdiction that discrimination has occurred, this Agreement automatically tenninates
without any further action on the part of any party, effective the date of the court order. MSB or
COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as
applicable, relating to nondiscrimination. These include but are not limited to: I) 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) 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 ofl975, 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. I20I Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI,
which prohibits discrimination on the basis ofrace, color, sex, religion, 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.
33. COVENANT OF NO INTEREST - MSB and COUNTY covenant that neither presently has
any intenest, 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.
34. 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 Statutes, 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. (Attachment D).
35. NO SOLICITATIONIPAYMENT - MSB and COUNTY 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
9
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, MSB agrees that the COUNTY shall have the right to temunate 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.
36. PUBLIC ACCESS - MSB and COUNTY shall allow and pernlit 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 Statutes, and made or received by MSB and
COUNTY in connection with this Agreement; and the COUNTY shall have the right to
unilaterally cancel this Agreement upon violation ofthis provision by MSB.
37. NON-WANER OF IMMUNITY - Notwithstanding the provisions of Sec. 768.28, Florida
Statutes, the participation ofMSB and the COUNTY 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.
38. 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 public agents or employees of the COUNTY, when perfornling their respective functions
under this Agreement within the territoriallinlits of the COUNTY shall apply to the same degree
and extent to the perfomlllnce of such functions and duties of such officers, agents, volunteers, or
employees outside the territoriallinlits of the COUNTY.
39. LEGAL OBLIGATIONS AND RESPONSIBILITIES - no 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 any 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 extent pernlitted by the Florida
constitution, state statute, and case law.
40. NON..RELIANCE BY NON-PARTIES - No person or entity shall be entitled to rely upon the
terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or
entitlement to or benefit of any service or program contemplated hereunder, and MSB and the
COUNTY agree that neither MSB nor the COUNTY 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.
41. ATTESTATIONS AND TRUTH IN NEGOTIATION - Coincident with execution of this
Agreement, MSB agrees to execute a Public Entity Crime Statement, Ethics Statement, and a
Drug-Free Workplace Statement (Attachments C-E).
42. 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
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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.
43. 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 and any of the parties hereto may execute this Agreement
by signing any such counterpart.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed by its
duly authorized representative.
Attest: DANNY L. KOLHAGE, CLERK
MONROE COUNTYBOARD OF COUNTY
COMMISSIONERS
By:~~~a ~~~
Deputy Clerk / I 0 - I ,- 07
WITNESS:
Print Name: '" 1:-
Print Name and Title
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TIM M. YANTES
Notary Public, State of Texas
My Commission Expires
October 19. 2008
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GILA CORPORATION INC. d/b/a
MUNICIPAL SERVICES BUREAU
B'~
Date: 9/17/07
Title: C Iv! c)
MO ROE COUNTY ATTORNEY
PHQ~EQ AS T 0
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CYNTHIA L. ALL
ASSISTANT COUNTY ATTORNEY
Date CD - 1- 09-
II
MONROE COUNTY, FLORIDA
RISK MANAGEMENT
POLICY AND PROCEDURES
CONTRACT ADMINISTRATION
MANUAL
Indemnification and Hold Harmless
for
Other Contractors
The Contractor covenants and agrees to indemnify, hold hannless and defend the Monroe
County Board of County Commissioners and the Monroe County Board f Governors District I,
its comnussioners, officers, employees, agents and servants from any and all claims for bodily
injury, induding death, personal injury, and
property damage, including damage to property owned by Monroe County, and any other losses,
damages, and expenses of any kind, including attorney's fees, court costs and expenses, which
arise out of, in connection with, or by reason of services provided by the contractor or any of its
Subcontractors in any tier, occasioned by the negligence, errors, or other wrongful act or
onlission of the contractor or its Subcontractor(s) in any tier, their officers, employees, servants or
agents.
In the event that the service is delayed or suspended as a result of the contractor failure to
purchase or maintain the required insurance, MSB shall indemnify the County from any and all
increased expenses resulting from such delay.
The extent of liability is in no way linlited to, reduced, or lessened by the insurance requirements
contained elsewhere within this agreement.
This indelnnification shall survive the expiration or earlier termination of the Agreement
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CJ /:17 /0 --;
Date
TCS
Attachment A
(1 of I}
12
WORKERS' COMPENSATION
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
l"v1 slS
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Workers' Compensation Insurance with limits sufficient to respond to Florida Statute
440.
In addition, the Contractor shall obtain Employers' 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
Coverage shall be maintained throughout the entire term of the contract.
Coverag,: shall be provided by a company or companies authorized to transact business in
the state of Florida.
If the Contractor has been approved by the 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 a Certificate of Insurance, providing details on the Contractor's Excess
Insuranctl 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.
WCl
Attachment B
(1 of 3)
13
GENERAL LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
\'It\sG
Prior to the commencement of work governed by this contract, the Contractor shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the
contract and 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 (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per Person
$300,000 per Occurrence
$ 50,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on 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 oftwelve (12) months following the acceptance of work by the
County.
The Monroe County Board of County Commissioners shall be named as Additional
Insured on all policies issued to satisfY the above requirements.
GLI
Attachment B
(2 of 3)
14
PROFESSIONAL LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
NlS0
Recognizing that the work governed by this contract involves the furnishing of advice or
services of a professional nature, the Contractor shall purchase and maintain, throughout
the life ofthe contract, Professional Liability Insurance which will respond to damages
resulting from any claim arising out of the performance of professional services or any
error or omission of the Contractor arising out of work governed by this contract.
The minimum limits ofliability shall be:
$250,000 per Occurrence/$500,000 Aggregate
PROl
Attachment B
(3 of 3)
15
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted bidder list following a
conviction for public entity crime may not contract to provide any goods or services to a
public entity, may not submit a bid on a contract with a public entity for the construction
or repair of a public building or public work, may not submit bids on leases of real
property to public entity, may not be awarded or perform work as a bidder, supplier,
subbidder, or contractor under a contract with any public entity, and may not transact
business with any public entity in excess of the threshold amount provided in Section
287.017, for CATEGORY TWO for a period of 36 months from the date of being placed
on the convicted bidder list."
By executing this form, 1 acknowledge that limy company is in compliance with the
above.
~
STATE OF !e:)[&i<"
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.-.-, '
COUNTY OF r~II,'S
Date ~JnJ-rn--
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
\3rllc.IE C..JW\ ....'!:.vJC,..S who, after first being sworn by me, (name of
individual signing) affixed his/her signature in the space provided above on this
?..7'P
day of 5tp+ ~W\ b1.r
,20 Or .
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My :t~SSi
NO ARY P
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11M M. VANIES
Notary Public, State of Texas
My Commission Expires
October 19, 2008
Attachment C
16
LOBBYING AND CONFLICT OF INTEREST CLAUSE
SWORN STATEMENT UNDER ORDINANCE NO. 10-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
\\J\ S B warrants that helit has not employed,
retained or otherwise had act on his/its behalf any former County officer or employee in
violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in
violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this
provision the County may, in its discretion, terminate this contract without liability and
may also, in its discretion, deduct from the contract or purchase price, or otherwise
recover, the full amount of any fee, commission, percentage, gift, or consideration paid to
the form'~r Co lcer or employee.
Date:
~
STATE OF le.:>ta.c.,
COUNTY OF JR A J I )
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
Brvc ~ C \) WI W\; VI, S who, after first being sworn by me, affixed
his/her signature (name of individual signing) in the space provided above on this
27'f):, . dayof Sep~~M b-.:r ,20ILl_'
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My commission expires: 10 I" I o~
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TIM M. YANTES
Notary Public. State of Texas
My Commission Expires
October 19. 2008
Attachment D
17
DRUG-FREE WORKPLACE FORM
The undersigned contractor in accordance with Florida Statute 287.087 hereby certifies
that:
G. \\11... CO(?' ell bl 0-.... \'<\IAY\ltl pell :;Qf V IU5 l?urlti.VI. C M se )
(Name of Business)
I. Publishes a statement notifying employees that the unlawful manufacture, distribution,
dispensing, possession, or use of a controlled substance is prohibited in the workplace
and specifying the actions that will be taken against employees for violations of such
prohibition.
2. Infonns employees about the dangers of drug abuse in the workplace, the business's
policy of maintaining a drug-free workplace, any available drug counseling,
rehabilitation, and employee assistance programs, and the penalties that may be imposed
upon employees for drug abuse violations.
3. Gives each employee engaged in providing the commodities or contractual services
that are under bid a copy of the statement specified in subsection (l).
4. In the statement specified in subsection (l), notifies the employees that, as a condition
of working on the commodities or contractual services that are under bid, the employee
will abid,~ by the terms of the statement and will notify the employer of any conviction
of, or plea of guilty or nolo contendre to, any violation of Chapter 893 (Florida Statutes)
or of any controlled substance law of the United States or any state, for a violation
occurring in the workplace no later than five (5) days after such conviction.
5. Imposes a sanction on, or require the satisfactory participation in a drug abuse
assistanctl or rehabilitation program if such is available in the employee's community, or
any employee who is so convicted.
6. Make:s a good faith effort to continue to maintain a drug-free workplace through
implementation of this section.
As the person authorized to sign the statement, I certify that this firm complies fully with
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Contract ignature
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Date
OMB - MCP FORM #5
Attachment E
18