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10/19/2011 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: November 1, 2011 TO: Dent Pierce, Director Public Works Division ATTN: Beth Leto, Assistant Director Public Works Division FROM: Pamela G. Han6Qck D.C. At the October 19, 2011, Board of County Commissioner's meeting, the Board granted approval and authorized execution of Item C35 Agreement with the Guidance /Care Center, Inc. allowing them to use County fuel, vehicle maintenance, and repair facilities. This agreement will require that the Guidance /Care Center, Inc. pay the same fuel markup and repair rates as all other departments and agencies pay, which is predetermined and budgeted annually. Enclosed is a copy of the above - mentioned for your handling. Should you have any questions, please do not hesitate to contact this office. cc: County Attorney Finance Files/ 9/28/2011 12:16:18 PM AGREEMENT FOR VEHICLE MAINTENANCE AND FUELING FACILITIES This Agreement is made and entered this / 9 day of U , 2011 by and between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ( "County "), 500 Whitehead Street, Key West, Florida, 33040, and the Guidance /Care Center, Inc. ( "GCC "), whose address is 3000 41 Street (Ocean), Marathon, Florida, 33050. WITNESSETH: WHEREAS, the County and GCC annually contract for GCC to provide mental health services to the citizens of the Florida Keys, Monroe County, including transportation of patients to treatment facilities; and WHEREAS, the transportation costs paid by the County to GCC are for Baker Act transportation services; and WHEREAS, the County owns and operates garage maintenance and fueling facilities which can be used to decrease the costs of Baker Act transportation services; NOW, THEREFORE, the County and GCC 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, promises, oral or otherwise, not printed in this Agreement. 9/28/2011 12:09:22 PM 2. Available Fleet Maintenance and Services. County Fleet Services that can be provided for GCC fleet vehicles are as follows: A. Routine Fleet Maintenance B. Vehicle Inspections C. Tire Repairs D. Minor Repairs 3. Fleet Services Not Provided. A. Automotive painting, striping, and/or body work B. Major structural repair C. Rebuilding or replacement of major components; i.e., engines, transmissions, rear end differentials, hydraulic systems. D. Installation of add -on lighting systems, radios, communication systems. E. Contract services that "cannot" be provided safely, practically, and /or cost effective, utilizing existing County staff and County equipment; i.e., vehicle towing, extreme electronics troubleshooting, oddball vehicle /equipment repairs, radiator rebuilding, exhaust repairs, vehicle pickup /delivery. 4. Availability of Fueline Sites. The County shall provide access to GCC vehicles at the Plantation Key, Marathon, and Key West County fuel facilities, and GCC may use those sites to fuel its fleet vehicles. 2 10/4/20114:00:48 PM 5. Duration. The term of this agreement is from October 19, 2011, until October 18, 2021, and shall continue from year to year unless specifically cancelled by the County by providing at least 60 days prior written notice to GCC of their intent to cancel. GCC may cancel this contract by providing at least 60 days prior written notice to the County of its intent to discontinue use of the County's maintenance facilities. 6. License for Use of Real Property. The County shall grant GCC a license for the use of the real property and its improvement for each fueling site. 7. Access to Fuel Facilities. 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 of uniformity, the Monroe County Fleet Management Department shall be responsible for establishing a uniform electronic key system for use by both the County and GCC under this Agreement, and shall establish and maintain policies and procedures for identification, control, and distribution of all keys issued. GCC agrees that only those individuals authorized by the County to use 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 said key system, on such a twenty -four (24) hour basis. 8. Billing and Billing Services. The County shall bill GCC for fueling and other related services and materials utilized for GCC at the County's garages and fueling sites within the County's immediate control and as previously set forth in this Agreement. Said billing by the County to GCC shall include an administrative surcharge, as adopted by the County annually, for processing, servicing, and handling. GCC shall reimburse the County within thirty (30) days of the date of issuance of the bill. 3 9/28/2011 12:09:22 PM All GCC work/parts shall be estimated and pre- approved in writing by GCC's pre- determined Fleet Liaison before work is to begin utilizing Fleet's Operator's Inspection Sheet & Work Request form. It is understood that GCC shall be required to provide purchase orders and/or pay for high priced items; i.e., parts, tires, towing, etc., which shall be determined by the County on a case by case basis. 9. Failure of Agency to nay Fair Share of Costs and Expenses; Rights of Other Agencies. In the event that GCC 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 13 and 14 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. 10. Liability Coverage; Insurance; Hold Harmless; Indemnity. Both the County and GCC 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 GCC shall determine appropriate. Additionally, the County and GCC 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. As part of each party's responsibility, GCC 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 4 9/28/2011 12:09:22 PM of any person or entity arising out of either (1) a failure by GCC 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 GCC is utilizing the facilities, or (3) failure of GCC to comply with any law of any governmental authority; and the County as a political sub - division of the State of Florida, as defined in Section 768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous acts, which result in claims or suits against either the City or County, and agrees to be liable to the statutory limits for any damages proximately caused by said acts or omissions, or intentional tortuous acts. Nothing contained in this Section shall be construed to be a waiver by either party of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar provision of law. Nothing contained herein shall be construed to be a consent by either party to be sued by third parties in any matter arising out of this or any other Agreement. 11. Nondiscrimination. The County and GCC 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. 5 9/28/2011 12:09:22 PM 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. 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 VIII 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. 12. Public Entity Crime. The County and GCC agree that each is in compliance with Section 287.133, Florida Statutes. 13. Cooperation. The County and GCC 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. The County and GCC specifically agree 6 9/28/2011 12:09:22 PM that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 14. 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 administrative proceedings is instituted for the enforcement or interpretation of this Agreement, the County and GCC agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and GCC further agree that, in the event of conflicting interpretation of the terms or a term of this Agreement between the County and GCC, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceedings. Additionally, the County and GCC 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 proceeding 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. 15. Covenant of No Interest. The County and GCC 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 party's only interest is to perform and receive benefits as recited in this Agreement. 9/28/2011 12:09:22 PM 16. Code of Ethics. The County and GCC 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. 17. No Solicitation/Payment. GCC warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for GCC to solicit or secure this Agreement and that GCC has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for GCC, 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. 18. Public Access. The County and GCC 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 GCC 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. 19. Manazement/Notices. The County's Project Manager under this Agreement is Roy H. Sanchez, telephone number (305) 292 -3572. GCC's Project Manager is Maureen Grynewicz, Director of Transportation Services, telephone number (305) 434 -9088 or 8 9/28/2011 12:09:22 PM (305) 451 -8018. 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. 20. Severability. 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. 21. Non - Waiver of Immunity. The participation of the County and GCC 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 GCC be required to contain any provision for waiver. 22. 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 GCC agree that neither the County nor GCC 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. 23. Adiudication of Disputes or Disagreements. The County and GCC agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions OJ 9/28/2011 12:09:22 PM 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 a 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. 24. 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. 25. 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 singing any such counterpart. 26. 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. 27. Mutual Review. This agreement has been carefully reviewed by GCC and the County, therefore this agreement is not to be construed against either party on the basis of authorship. 10 9/28/2011 12:14:00 PM 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 GCC, through its President, have affixed their respective and representative hands and seals on the date indicated. BOARD OF COUNTY COMMISSIONERS LERK OF MONROE COtjNTY, FLORIDA By / May&OINairman Date: dr� / 9. zo I (SEAL) ATTEST: GUIDANCE /CARE CENTER, INC. By B *AreaDirector DATE: CD C, _ CD CNJ fAN i �GIU TY ATI O :q; - -Y j�4 zz 11 Deputy Clerk