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04/16/2014 AgreementAMY REAVILIN, CPA CLERK Of CIRCUIT COURT &COMPTROLLER MONROE COUNTY, FLORIDA DATE: April 24, 2014 TO: Jose Tezanos, Emergency Management Planner ATTN.• Holly Pfiester FROM: Vitia Fernandez, D. At the April 16, 2014 Board of County Commissioner's meeting the Board granted approval and execution of Item C27 Agreement between Academy Bus, LLC. and Monroe County Board of County Commissioners, to provide additional emergency transportation services to Monroe County residents, guests, workforce and their appropriately caged or crated pets during the evacuation, re -entry and recovery phase of an emergency as determined by Monroe County Emergency Management, and authorization for the County Administrator to execute any other required documentation. Enclosed is a duplicate originals executed on behalf of Monroe County, for your handling. Should you have any questions, please feel free to contact me. cc: County Attorney Finance File 500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305- 295 -3130 Fax: 305 - 295 -3663 3117 Overseas Highway, Marathon, FL 33050 Phone: 305- 289 -6027 Fax: 305 - 289 -6025 88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305- 852 -7146 Agreement between Academv Bus. LLC and Monroe C Lu ntv THIS AGREEMENT is made and entered into this day of , 201_ by and between MONROE COUNTY, a political subdivision of the State of Flo Ada, with principal offices located at 1100 Simonton Street, Suite 2 -205, Key West, Florida 33040 ( "COUNTY "), and ACADEMY BUS, LLC. ( "AB OR "ACADEMY "), a Florida Limited Liability Company and for -profit business located at 3595 N.W. 110 Street, Miami, FL, 33167. All billings and notices shall be directed to 111 Paterson Avenue, Hoboken, New Jersey 07030, Attention Francis Tedesco, Manager. WITNESSETH WHEREAS, COUNTY recognizes the need to provide additional emergency transportation services to Monroe County residents, guests, workforce and their appropriately caged or crated pets during the evacuation, re -entry, and recovery phase of an emergency as determined by Monroe County Emergency Management; and WHEREAS, County recognizes the requirement to provide for the needs of individuals with household pets and service animals prior to, during, and following a major disaster or emergency pursuant to the "Pets Evacuation and Transportation Standards Act of 2006 (PL 109 -308, October 6, 2006) amending the Robert T. Stafford Disaster Relief and Emergency Act of 2006 (42 USCA § 5196); and WHEREAS, the Monroe County Board of County Commissioners has allocated funds to provide transportation services to Monroe County residents, guests, workforce and their caged or crated pets during evacuation, re -entry, and recovery phase; and WHEREAS, Academy Bus, LLC desires to offer transit services to residents, guests, workforce and their caged or crated pets during the evacuation, re -entry, and recovery phase of an emergency as determined by Monroe County Emergency Management; and WHEREAS, COUNTY wishes to implement additional transportation services before and after future emergencies, to enhance the public safety and to provide additional viable means for residents, guests, workforce and their caged or crated pets to evacuate during all phases of an emergency as declared by of Emergency by the Monroe County Emergency Management. NOW THEREFORE, COUNTY and AB, through their respective governing bodies, and in consideration of the mutual promises and covenant herein contained, hereby agree as follows: Section 1. Services 1.1 AB shall provide additional transportation for the residents, guests, workforce and properly caged or crated pets of Monroe County between Key West, Marathon and the Monroe County Evacuation Shelter, located at Florida International University ( "FIU ") in Miami. 1.2 The services will commence when a local state of emergency is declared by Monroe County Emergency Management upon and ET shall be contacted by County to begin the service. Page 1 of 7 1.3 AB states that it has, and shall maintain throughout the term of this Agreement, appropriate licenses to perform the services under this Agreement; proof of such licenses shall be submitted to the COUNTY upon request. Section 2. Payment 2.1 The parties acknowledge that AB has an existing agreement with Miami -Dade transit. This Agreement is intended to be in addition to the agreement with Miami -Dade. It is understood by the parties that ET will be reimbursed first by Miami -Dade transit as set out under their agreement. Nothing in this Agreement shall interfere with the Miami -Dade Agreement. 2.2 COUNTY and AB agree that the cost of emergency transportation service shall be paid by Monroe County. The cost of the transportation services shall be $100.00 (5 Hour minimum) per hour from Key West and FIU, irrespective of whether or not Academy's vehicle is traveling with or without passengers. Academy agrees to keep a written record of total passenger count and pets (in cage) that it transports. 2.2.1 Payment under this Agreement, (there is no fare charge to passengers). AB shall provide Clerk with documentation as require or set by County. Payment will be made after delivery and inspection by COUNTY and upon submission of invoice by AB. 2.3 AB shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk, on a monthly schedule in arrears. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 2.4 COUNTY shall pay in accordance with the Florida Local Government Prompt Payment Act. 2.5 Monroe County's performance and obligation to pay under this contract, is contingent upon an annual appropriation by the Board of County Commissioners. Section 3. Term This Agreement shall commence on upon the date of execution by the last signatory to the Agreement, and shall run for five years from that date, unless terminated earlier under paragraph 4 of this Agreement. Section 4. Termination This Agreement may be terminated at the discretion of either party upon not less than thirty (30) days' written notice to the other party. Section 5. Requirements for Evacuation and Transportation of Pets Pets to be transported must be properly caged or crated, must have pre - registered, and must have the appropriate documentation and current vaccinations as set forth in the Monroe County Pet Friendly Hurricane Evacuation Center Registration Guidelines. Section 6 Notices Page 2 of 7 All notices and other communications required under this Agreement must be in writing and addressed as follows: FOR COUNTY: Irene Toner, Director Emergency Management 490 63 Street, Suite 150 Marathon, Florida 33050 Jose Tezanos, Planner Emergency Management 490 63 Street, Suite 150 Marathon, Florida •• Bret Brittenum Academy Bus, LLC 3595 N.W. 110 Street Miami, FL 33167 WITH COPY TO: Academy Bus LLC 111 Paterson Avenue Hoboken, New Jersey 07030 Attention: Francis Tedesco, Manager Any Notice required by this Agreement shall be deemed to have been duly given if sent by certificate mail, return receipt requested, postage and fees prepaid; hand delivered; facsimile; or by overnight delivery service with proof of delivery. Section 7. Governing Law, Venue, Interpretation. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and AB agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Mediation conducted regarding this Agreement shall be performed according to the rules of the 16` Judicial Circuit for Monroe County, Florida. This Agreement is not subject to arbitration. Section 8 Entire Agreement /Modification/Amendment This writing sets forth the entire agreement of the parties with respect to the subject matter of this Agreement. No representations were made or relied upon by either party, other than those expressly set forth herein. No agent, employee, or other representative of either party is empowered to modify or amend the terms of this Agreement, unless in writing signed by both parties. Page 3 of 7 Section 9 Access to Records and Audits 9.1 AB 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 their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during regular business hours during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to AB pursuant to this Agreement were spent for purposes not authorized by this Agreement, AB shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to AB. 9.2 The COUNTY and AB shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and AB in conjunction with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by AB. Section 10 Non - Reliance By Non - Parties 10.1 No person or entity shall be entitled to rely upon the terms of this Agreement in order to enforce or attempt to enforce any third -party claim or entitlement to or benefit from any service or program contemplated hereunder, and COUNTY and AB agree that neither party, nor 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. 10.2 Both COUNTY and AB understand that the employees provided by AB for the purpose of this disaster drill remain the employees of AB. Execution of this Agreement does not create any employment relationship, contractual or implied, between said employees and COUNTY. Section 11 Taxes COUNTY is exempt from payment of Florida State Sales and Use taxes. AB shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this Agreement. Section 12 Insurance The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Failure of AB to comply with the requirements of this section shall be cause for immediate termination of this agreement. Prior to execution of this agreement, AB shall furnish the COUNTY Certificates of Insurance indicating the minimum coverage limitations in the following amounts: WORKERS COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE. Where applicable, coverage to apply for all employees at a minimum statutory limits as required by Florida Law. Page 4 of 7 COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no -fault coverage, with limits of liability of not less than $1,000,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage shall include all owned vehicles, all non -owned vehicles, and all hired vehicles. COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than $1,000,000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the COUNTY at the time of execution of this Agreement and certified copies provided if requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the COUNTY before any policy or coverage is canceled or restricted. The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the COUNTY, its officials, employees, agents and volunteers. Section 13 Severability If any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term and provision shall be valid and enforceable to the fullest extent permitted by law. Section 14 Waiver The failure of either party to this Agreement to object to or take affirmative action with respect to any conduct of the other in violation of any term or condition of this Agreement shall not be construed as a waiver of the violation or breach, or a waiver of any future violation, breach, or wrongful conduct. Section 15 Counterparts This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. Section 16 Authoritv 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, corporate or individual action, as required by law. Section 17 Covenant of No Interest parties covenant that they do not presently have any interest, and shall not acquire any interest, which would conflict in any manner or degree with performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. Section 18 Code of Ethics COUNTY and AB agree 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, Page 5 of 7 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. Section 19 No Solicitation/Payment Each party warrants that, with respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the AB agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. Section 20 Non - Waiver of Immunity Notwithstanding the provisions of Sec. 768.28, Florida Statues, the participation of 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. Section 21 Cessation of Services AB reserves the right to suspend services under this Agreement, if, in AB's sole judgment, services under this Agreement cannot be operated safely or without unacceptable risk to person or property. Section 22 The Contractor will (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. Page 6 of 7 IN "WITNESS WHEREOF, the parties hereto have entered into this Agreement the day and year executed by both parties. BOARD OF COUNTY COMMISSIONERS OF MON CO , FLO IDA By: May& Sylvia Murphy Date: L4' ' Bret T. Britten General Manage cademy Bus, LC Academy Bus LLT-hief Executive Officer or Corporate Miami, Florida Representative with Signatory Authority Printed Name Dated: A ff / Witnessf Aca demy Bus, LLC Si Print Narhe Date: MONROE COUNTY ATTORNEY A OVJD,AS,TQjF0W: YNTHIA L. HALL ASSIST JI T OUNTY ATTORNEY Date?,:_ �__0_ 1� Page 7 of 7 Date: q' Zu • 1