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BRANCH OFFICE CLERK OF THE CIRCUIT COURT BRANCH OFFICE
3117 OVERSEAS HIGHWAY MONROE COUNTY 88820 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050 500 WHITEHEAD STREET PLANTATION KEY, FLORIDA 33070
TEL. (305) 289 -6027 KEY WEST, FLORIDA 33040 TEL. (305) 852 -7145
TEL. (305) 292 -3550
MEMORANDUM
TO: Division of Management Services
C/O The County Administrator
Attention: Melonie Bryan, Director
Office of Management and Budget
FROM: Ruth Ann Jantzen
Deputy Clerk
DATE: February 25, 199 '9
4.
On October 20, 199 , the Board of County Commissioners authorized execution
of a contract agreement etween Monroe County and the American Red Cross of the
Lower Keys, to provide assistance to Monroe County, in the amount of $10,000.00.
Enclosed, for return to the American Red Cross of the Lower Keys, is a fully
executed, duplicate original of the subject contract.
If you have any questions concerning the above, please do not hesitate to contact
me.
cc: County Attorney
Finance Department
'--.. File
A G R E E M E N T
THIS AGREEMENT is made as of the O& day of _ C
1993, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY,
FLORIDA, hereinafter referred to as "Board" and AMERICAN RED
CROSS OF THE LOWER KEYS, hereinafter referred to as "Red Cross."
WHEREAS, the Board and Red Cross desire to enter into an
agreement wherein the Board contracts for services from Red Cross
in providing direct services, i.e. disaster assistance and
preparedness, emergency communications, information and
referrals, health and safety training, to the citizens of Monroe
County, Florida, and
WHEREAS, the Board recognizes the public purpose to be met
by an agreement for services to be rendered in fiscal year
1993 -94; now, therefore,
IN CONSIDERATION of the promises made each to tie other, the
Board and Red Cross agree as follows:
1. AMOUNT OF AGREEMENT. The Board, in cor of
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Red Cross satisfactorily performing the duties of the Board as to
rendering services to the citizens of Monroe County=, Florida, in
matters of health and education in regard to the care 'hf the
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residents, shall pay to Red Cross the sum of Ten Thousand Dollars
($10,000) for fiscal year 1993 -94.
2. TERM. This Agreement shall commence October 1, 1993,
and terminate September 30, 1994, unless earlier terminated
pursuant to other provisions herein.
3. PAYMENT. Payment will be paid monthly as hereinafter
set forth. On or before the 15th of each month, Red Cross shall
submit to the Board its request for reimbursement. Evidence of
payment shall be in the form of cancelled checks submitted by Red
Cross to the Board. After the Clerk of the Board examines and
approves the monthly request for reimbursement, the Board shall
reimburse Red Cross. However, the total of said monthly payments
in the aggregate sum shall not exceed the total amount of Ten
Thousand Dollars ($10,000) during the term of this contract.
4. SCOPE OF SERVICES. Red Cross, for the consideration
named, covenants and agrees with the Board to substantially and
satisfactorily perform and carry out the duties of the Board in
providing direct service, i.e. disaster assistance, emergency
communications, and health and safety training to meet such needs
for the citizens of Monroe County, Florida.
5. RECORDS. Red Cross shall maintain appropriate records
to insure a proper accounting of all funds and expenditures, and
shall provide a clear financial audit trail to allow for full
accountability of funds received from the Board. Access to these
records shall be provided during weekdays, 8 a.m. to 5 p.m., upon
request of the Board, the State of Florida, or authorized agents
and representatives of the Board or State.
Red Cross shall be responsible for repayment of any and all
audit exceptions which are identified by the Auditor General of
the State of Florida, the Clerk of Court for Monroe County, an
independent auditor, or their agents and representatives. In the
event of an audit exception, the current fiscal year contract
amount or subsequent fiscal year contract amounts shall be offset
by the amount of the audit exception. In the event this
agreement is not renewed or continued in subsequent years through
new or amended contracts, Red Cross shall be billed by the Board
for the amount of the audit exception and Red Cross shall
promptly repay any audit exception.
6. INDEMNIFICATION AND HOLD HARMLESS. Red Cross 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 expenses (including attorney's fees) which arise out
of, in connection with, or by reason of services rendered under
this agreement by Red Cross or any of its agents, employees,
officers, subcontractors, in any tier, occasioned by the
negligence or other wrongful act or omission of Red Cross or its
subcontractors in any tier, their employees or agents. The first
Ten Dollars ($10.00) of remuneration paid to Red Cross is for the
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indemnification provided above. The extent of liability is in no
way limited to, reduced, or lessened by the insurance require -
ments contained elsewhere within this agreement.
7. INDEPENDENT CONTRACTOR. At all times and for all
purposes hereunder, Red Cross is an independent contractor and
not an employee of the Board. No statement contained in this
agreement shall be construed so as to find Red Cross or any of
its employees, contractors, servants or agents to be employees of
the Board.
8. COMPLIANCE WITH LAW. In providing all services
pursuant to this agreement, Red Cross shall abide by all
statutes, ordinances, rules and regulations pertaining to or
regulating the provisions of, such services, including those now
in effect and hereinafter adopted. Any violation of said
statutes, ordinances, rules or 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 Red Cross.
9. PROFESSIONAL RESPONSIBILITY AND LICENSING. Red Cross
shall assure that all professionals have current and appropriate
professional licenses and professional liability insurance
coverage. Funding by the Board is contingent upon retention of
appropriate local, state and /or federal certification and /or
licensure of Red Cross' program and staff.
10. INSURANCE. Red Cross shall obtain, prior to the
commencement of work governed by this agreement, at its own
expense, that insurance specified in the schedules attached
hereto and incorporated herein by reference. Red Cross will not
be reimbursed for any work commenced prior to coverage with
required insurance. Red Cross will not be reimbursed for any
services governed by this contract until satisfactory evidence of
the required insurance has been furnished to the Board via either
Monroe County's certificate of insurance or a certified copy of
the actual insurance policy. Delays in the commencement of work,
resulting from the failure of Red Cross to provide satisfactory
evidence of the required insurance, shall not extend deadlines
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specified in this agreement. Red Cross shall maintain the
required insurance throughout the entire term of this agreement.
Failure to comply with this provision may result in the immediate
termination of reimbursement.
The Board, at its sole option, has the right to request a
certified copy of any or all insurance policies required by this
agreement. If a certificate of insurance is provided, the
County- prepared form must be used. "Accord Forms" are not
acceptable.
All insurance policies must specify that they are not
subject to cancellation, non - renewal, material change, or
reduction in coverage unless a minimum of thirty (30) days prior
notification is given to the Board by the insurer. The standard
language of "endeavor to provide notification" is insufficient.
The acceptance and /or approval of Red Cross' and subcontractor's
insurance shall not be construed as relieving Red Cross or
subcontractor from any liability or obligation assumed under this
agreement or imposed by law.
Monroe County, Monroe County Board of County Commissioners,
its employees and officials shall be included as "additional
insureds" on all policies, except for worker's compensation.
Any deviations from these general insurance requirements
must be requested in writing on the County - prepared form entitled
"Request for Waiver or Modification of Insurance Requirements"
and approved by Monroe County's Risk Manager.
11. MODIFICATIONS AND AMENDMENTS. Any and all modifica-
tions of the services and /or reimbursement of services shall be
amended by an agreement amendment, which must be approved in
writing by the Board.
12. NO ASSIGNMENT. Red Cross shall not assign this
agreement except in writing and with the prior written approval
of the Board, which approval shall be subject to such conditions
and provisions as the Board may deem necessary. This agreement
shall be incorporated by reference into any assignment and any
assignee shall comply with all of the provisions herein. Unless
expressly provided for therein, such approval shall in no manner
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or event be deemed to impose any obligation upon the Board in
addition to the total agreed upon reimbursement amount for the
services of Red Cross.
13. NON - DISCRIMINATION. Red Cross shall not discriminate
against any person on the basis of race, creed, color, national
origin, sex or sexual orientation, age, physical handicap, 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. At all times, Red
Cross shall comply with all applicable laws and regulations with
regard to employing the most qualified person(s) for positions
under this agreement. Red Cross shall not discriminate against
any person on the basis of race, creed, color, national origin,
sex or sexual orientation, age, physical handicap, financial
status or any other characteristic or aspect in its providing of
services.
14. AUTHORIZED SIGNATORY. The signatory for Red Cross,
below, certifies and warrants that:
(a) Red Cross' name in this agreement is the full name as
designated in its corporate charter, if a corporation, or the
full name under which Red Cross is authorized to do business in
the State of Florida;
(b) He or she is empowered to act and contract for Red
Cross; and
(c) This agreement has been approved by the Board of
Directors of Red Cross, if Red Cross is a corporation.
15. NOTICE. Any notice required or permitted under this
agreement shall be in writing and hand - delivered or mailed,
postage pre -paid, by certified mail, return receipt requested, to
the other party as follows:
For Board: Monroe County Attorney
310 Fleming St., Rm. 29
Key West, Florida 33040
For Red Cross: Nancy Graham
AMERICAN RED CROSS, LOWER KEYS BRANCH
600 White Street
Key West, Florida 33041
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16. CONSENT TO JURISDICTION. This agreement shall be
construed by and governed under the laws of the State of Florida
and venue for any action arising under this agreement shall be in
Monroe County, Florida.
17. NON- WAIVER. Any waiver of any breach of covenants
herein contained to be kept and performed by Red Cross shall not
be deemed or considered as a continuing waiver and shall not
operate to bar or prevent the Board from declaring a forfeiture
for any succeeding breach, either of the same conditions or
covenants or otherwise.
18. AVAILABILITY OF FUNDS. If funds cannot be obtained or
cannot be continued at a level sufficient to allow for continued
reimbursement of expenditures for services specified herein, this
agreement may be terminated immediately at the option of the
Board by written notice of termination delivered to Red Cross.
The Board shall not be obligated to pay for any services or goods
provided by Red Cross after Red Cross has received written notice
of termination, unless otherwise required by law.
19. PURCHASE OF PROPERTY. All property, whether real or
personal, purchased with funds provided under this agreement,
shall become the property of Monroe County and shall be accounted
for pursuant to statutory requirements.
20. ENTIRE AGREEMENT. This agreement constitutes the
entire agreement of the parties hereto with respect to the
subject matter hereof and supersedes any and all prior agreements
with respect to such subject matter between Red Cross and the
Board.
IN WITNESS WHEREOF, the parties hereto have caused these
presents to be executed as of the day and year first written
above.
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST: DANNY L. KOLHAGE, CLERK OF MON'.: COUNTY, FLORIDA
By
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