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06/22/1995 Agreement�pOUNTy� BRANCH OFFICE 3117 OVERSEAS HIGHWAY MARATHON, FLORIDA 33050 TEL. (305) 289-6027 I'm 1L. Rotbage CLERK OF THE CIRCUIT COURT MONROE COUNTY 500 WHITEHEAD STREET KEY WEST, FLORIDA 33M TEL. (305) 292-3550 MEMORANDUM TO: Dent Pierce, Director Division of Public Works FROM: Ruth Ann Jantzen, Deputy Clerk DATE: June 30, 1995 v BRANCH OFFICE 80820 OVERSEAS HIGHWAY PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-7145 On June 22, 1995 the Board of County Commissioners granted approval and authorized execution of an Agreement between Monroe County and the Guidance Clinic of the Middle Keys, Inc., for use of the County's fueling facilities. Enclosed please find a fully executed duplicate original of the above Agreement for return to the Guidance Clinic. If you have any questions on the above, please do not hesitate to contact this office. cc: County Attorney Finance County Administrator, w/o document File J T AGREEMENT FORTUELING FACILITIES This Agreement is made and entered into this c2o7'1 day of !,v►C.2, , 1995, by and between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ("County"), 500 Whitehead Street, Key West, Florida 33040, and the Guidance Clinic of the Middle Keys, Inc. ("Clinic"), whose address is 3000 41 st Street, Ocean, Marathon, Florida 33040. WITNE5SETH: WHEREAS, the County and the Clinic annually contract for the Clinic to provide mental health services to the citizens of the Middle Keys, including transportation of patients to treatment facilities; and = -n WHEREAS, the transportation costs paid by the County to tlj GPic are for*r Baker Act transportation services; and T' . �_?; C - Q =T WHEREAS, the County owns and operates fueling facilities�ich cem beu used to decrease the costs of Baker Act transportation services; NOW, THEREFORE, the County and the Clinic agree as follows: 1. Entire Agreement. It is hereby understood and agreed that this contract states the entire agreement and that the parties are not bound by any stipulations, representations, agreements, or promises, oral or otherwise, not printed in this Agreement. 2. Availability of Fueling Sites. The County shall provide access to the Clinic's vehicles at the Plantation Key, Marathon and Key West County Garages, and the Clinic may use those sites to fuel its vehicles for Baker Act transportation. A 3. Duration of Agreement. This Agreement shall be for an initial period of one (1) year from the date first written above. 4. Rescission or Termination of Agreement. This Agreement may be terminated by either party by written notice to the other party at least sixty (60) days in advance of the termination date. 5. License for Use of Real Property. The County shall grant the Clinic a license for the use of the real property and its improvement for each fueling site. 6. Access to Fuel Tanks. The County and the Clinic agree that authorized users of the fueling sites designated in this Agreement shall have twenty-four (24) hour access to said sites, and that they shall either be maintained open or access otherwise provided to them by a uniform key system, on such a twenty-four (24) hour basis. 7. Billing and Billing Services. The County shall bill the Clinic for fueling and other related services and materials utilized by the Clinic at the fueling sites within the County's immediate control and as previously set forth in this Agreement. Said billing by the County to the Clinic shall include a ten percent (10%) administrative surcharge for processing, servicing and handling by the Office of the Clerk of the Court, Monroe County, Florida. The Clinic shall reimburse the County within thirty (30) days of the date of issuance of the bill. Access to the Fuel Sentry System shall be provided by an electronic memory key which shall be issued by the County to all authorized designated users of the fueling sites, and as contemplated by this Agreement. For purposes 2 of uniformity, the Monroe County Department of Central Services shall be responsible for establishing a uniform electronic key system for use by both the County and the Clinic under this Agreement, and shall establish and maintain policies and procedures for identification, control and distribution of all keys issued. 8. Claims for Federal or State Aid. Both the County and the Clinic agree that either shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this agreement. 9. Adjudication of Disputes or Disagreements. The County and the Clinic agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of the County and of the Clinic. If no resolution can be agreed upon within thirty (30) days after the first meet and confer sessions, the issue or issues shall be discussed at a public meeting of both the Board of County Commissioners and the Clinic. If the issue or issues are still unresolved to the mutual satisfaction of the Board of County Commissioners and the Clinic, then either party shall have the right to proceed as is contemplated in Paragraph 15 of this Agreement. 10. Failure of Agency to pay Fair Share of Costs and Expenses: Rights of Other Agencies. In the event that the Clinic shall fail to pay its costs and expenses associated with this Agreement and as provided for herein, the County shall have the right to (1) seek payment through the avenues available pursuant to Paragraphs 14 and 15 of this Agreement, or (2) to declare this Agreement null and void and immediately terminate the Agreement by filing a Declaration of Termination in the Public Records of Monroe County, Florida. 11. Liability Coverage; Insurance; Hold Harmless; Indemnity. Both the County and the Clinic agree that each will obtain general liability, property damage and medical payment insurance coverage through either self insurance, commercial insurance or a combination of both, in such limits as the County and the Clinic shall determine appropriate. Additionally, the County and the Clinic each represent to the other that it carries suitable public liability and property damage insurance, or is self -insured, in amounts adequate to cover any claim arising out of its respective use of the fueling site facilities and will continue to carry such insurance or remain self -insured during the entire term of this agreement. Each party will be responsible for any acts or negligence on the part of its agents or employees. Each party will hold the other party harmless from all claims arising out of its respective use, and each party shall have a duty to defend all claims arising out of its respective use of the fueling site facilities. As part of each's responsibility, the Clinic shall indemnify and hold harmless the County from and against all expenses, liabilities, and claims of every kind, including reasonable counsel fees, by or on behalf of any person or entity arising out of either (1) a failure by the Clinic to perform any of the terms or conditions of this Agreement, (2) any injury or damage happening on or about the facilities during the periods when the Clinic is utilizing the facilities, or (3) failure of Clinic to comply with any law of any governmental authority; and the County shall indemnify and hold harmless the Clinic from and against all expenses, liabilities, and claims of every kind, including reasonable counsel fees, by or on behalf of any person or entity arising out of either (1) a failure by the County to perform any of the terms or conditions of this Agreement, (2) any injury or damage happening on or about the facilities during the periods when the County is utilizing the facilities, or (3) failure to comply with any law of any governmental authority. 12. Nondiscrimination. The County and the Clinic agree to comply with all Federal statutes, as applicable, relating to nondiscrimination. These include but are not limited to: A. Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin. B. Title IX of the Education Amendment of 1972, as amended, (20 U.S.C. ss. 1681-1683 and 1685-1686), which prohibits discrimination of the basis of sex. C. Section 504 of the Rehabilitation Act of 1973, as amended, (20 U.S.C. s. 794), which prohibits discrimination on the basis of handicaps. D. The Age Discrimination Act of 1975, as amended (42 U.S.C. ss. 6101- 6107), which prohibits discrimination on the basis of age. E. The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse. F. The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism. n G. The Public Health Service Act of 1912, ss. 523 and 527, (42 U.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records. H. Title Vill of the Civil Rights Act of 1968 (U.S.C. s. 3601, et seq.), as amended, relating to nondiscrimination in the sale, rental, or financing of housing. I. The Americans with Disabilities Act of 1990 (42 U.S.C. s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability. J. Any other nondiscrimination provision in any Federal or State statutes which may apply to the parties to, or the subject matter of, this Agreement. 13. Public Entity Crime. The County and the Clinic agree that each is in compliance with Section 287.133, Florida Statutes. 14. Cooperation. The County and the Clinic agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the provision of the services and materials under this Agreement in the event any administrative or legal proceeding is instituted against the other party relating to the formation, execution, performance or breach of this Agreement. 15. Venue, Interpretation, Costs and Fees. In the event that any cause of action or administrative proceedings is instituted for the enforcement or interpretation of this Agreement, the County and the Clinic agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and the Clinic further agree that, in the event of conflicting interpretation of the terms or a term of this Agreement between the County and the Clinic, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceedings. Additionally, the County and the Clinic agree that in the event any cause of action or administrative proceeding is initiated by 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. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and the usual and customary procedures required by the Circuit Court of Monroe County, Florida. 16. Books, Records and Documents. The County and the Clinic shall maintain 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 their authorized representatives) shall have reasonable and timely access to such records of each other party to this Agreement for audit purposes during the term of the Agreement and for three (3) years following the termination of this Agreement. 17. Covenant of No Interest. The County and the Clinic covenant that neither party 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 each's only interest is to perform and receive benefits as recited in this Agreement. 18. Code of Ethics. The County and the Clinic agree that each agency's respective officers and employees 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. 19. No Solicitation/Payment. The Clinic warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Clinic to solicit or secure this Agreement and that the Clinic has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Clinic, 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 this provision, 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. 20. Public Access. The County and the Clinic shall allow and permit reasonable access to, and inspection of, all documents, papers, letters, or other materials subject to the provision of Chapter 119, Florida Statutes, and made or received by the County or the Clinic in conjunction with this Agreement; and the non -violating agency shall have the right to unilaterally cancel this Agreement upon violation of this provision by the violating agency. 21. Management/Notices. The County's Project Manager under this Agreement is C. Dent Pierce, telephone number 292-4560. The Clinic's Project Manager is Dr. David P. Rice, telephone number 743-6551. Any notice or other written communication, except invoices, between the agencies shall be considered delivered when posted by Certified Mail, Return Receipt Requested; delivered in person to the Project Manager; or upon confirmed electronic receipt by telecopies/telefacsimile. Respective mailings shall be addressed to the Project Manager at the address listed in the preamble above. 22. Severabilify. In the event one or more provisions of this Agreement are declared invalid by a court of competent jurisdiction, the balance of this Agreement shall remain in full force and effect. 23. Non -Waiver of Immunity. The participation of the County and the Clinic 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 and the Clinic be required to contain any provision for waiver. 24. 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 from any service or program contemplated hereunder, and the County and the Clinic agree that neither the County nor the Clinic 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. IN WITNESS WHEREOF, the Board of County Commissioners of Monroe County, Florida, pursuant to a motion duly made, seconded and passed in regular and open session and by and through its Mayor and Clerk; and the Clinic, through its President, have affixed their respective and representative hands and seals on the date indicated. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK (SEAL) ATTEST: DATE: 4 b/CONS/fuel.doc BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA --p By • May/Chairman GUIDANCE CLINIC OF THE MIDDLE KEYS, INC. By Zjj�z-,- President APPRrVPD AS T"?