Item C30BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: 3/23/2016 Department: —Social Services.
Bulk Item: Yes _X_ No Staff Contact /Phone # eryl Graham 305-292-45 10
AGENDA ITEM WORDING: Approval of Amendment #1 between Care in the Keys, Inc., d/b/a
Island Private Care and Monroe County Board of County Commissioners/Monroe County Social
Services beginning January 28, 2016 and ending on December 31, 2016.
ITEM BACKGROUND: Monroe County Social Services receives funding from the Alliance for
Aging, Inc., Department of Children and Families, the Florida Agency for Health Care Administration
and the Monroe County BOCC for the purposes of providing In -Home Services countywide. The
County desires to contract for In -Home Services with Care in the Keys, Inc., d/b/a Island Private Care
to ensure that such services are provided.
PREVIOUS RELEVANT BOCC ACTION: Approval of renewal agreement by BOCC on
12/9/2015.
CONTRACT/AGREEMENT CHANGES: Change of business physical/mailing address
191 111i!111
FIT11-Kyw11.1I i i111NEWITn" 1TW1 1 11 � � � �
COST TO C04ITY: SOURCE OF FUNDS: N/A
REVENUE PRODUCING: Yes No X AMOUNT PER MONTH 0 Year
APPROVED BY: County Attorney OMB/Purchasing Risk Management
DOCUMENTATION: Included X Not Required
1900-1311000
Revised 6/15
LIT"NIZ "),111191104
0
Contract with: Care in the Keys, Inc. Contract #
Effective Date: 1/1/2016
Expiration Date: 12/31/2016
Contract Purpose/Description:
Approval of Amendment #1 between Care in the Keys, Inc., d/b/a Island Private Care and
Monroe County Board of County Commissioners/Monroe County Social Services
beainnin2 January 28, 2016 and ending on December 31. 2016. 1
Contract Manager: Sheryl Graham 292-4510 Social Services / Stop #1
(Name) (Ext.) (Department/Stop 4)
for BOCC Meeting on: Agenda Deadline:
3/23/2016 3/8/2016
Total Dollar Value of Contract:
Budgeted? YesE] NoE]
Grant: $
County Match: $ 10% CASH
Current Year Portion: $
Account Codes: 125-6153815; 125-6153615,
125-6153715;125-6153016--125-6153416-
ADDITIONAL COSTS
Estimated Ongoing Costs: $jyr For:
(Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc:
Changes
Date In
Needed
Department Head 1/28/16
Yes[:] NoE
Risk Management V
YesEl No[:]"
O.M.B./Purchasing 3Lqj I G' ,
YesE] No
County Attorney 3ZL'-
YesR No2
Comments:
OMB Form Revised 2/27/01 MCP
Date Out
ewer
-4-1v L 3/8/2016
-7
'k
I
I ST AMENDMENT TO ISLAND PRIVATE CARE AGREEMENT
CARE IN THE KEYS, INC
THIS AGREEMENT made this 281h day of January, 2016 by and between Care in the
Keys, Inc., also termed herein as "Island Private Care" (hereafter "Consultant/Contractor") whose
physical/mailing address is 22978 Overseas Highway, Cudjoe Key, FL 33042, and whose
remittance address is 1200 4th Street #170, Key West, FL 33040 and Monroe County Board of
County Commissioners, whose address is 1100 Simonton Street, Key West, Florida 33050
(hereafter "County");
WHEREAS, on the 21s' day of January, 2015, the parties entered into a contract for In -
Home Services with a term that began on January 1, 2015 and terminated on December 31St 2015,
hereafter original agreement (Agreement); and
WHEREAS, on the 9th day of December 2015 the Agreement was renewed for an
additional one year period and the signature line was updated from "Island Home Care Agency,
Inc., d/b/a Island Private Care" to "Care in the Keys, Inc. d/b/a Island Private Care" to reflect a
change in the Contractor's fictitious name; and
WHEREAS, the Contractor's physical/mailing address has changed and the parties desire
to update the Notification provision of the Agreement to reflect the change;
NOW THEREFORE in consideration of the promises, and of the mutual covenants to be
legally bound hereby, the parties hereto agree as follows:
1. Article 16 of the Original Agreement is amended to read as follows:
16. NOTICE REQUIREMENT
Any notice required or permitted under this agreement shall be in writing and hand
delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt
requested, to the following:
FOR COUNTY:
Monroe County and County Attorney
I100 Simonton Street 2-257 1111 12th Street Suite 408
Key West, FL. 33040 Key West, FL. 33040
FOR CONTRACTOR:
Care in the Keys, Inc. d/b/a Island Private Care
Kim Wilkerson and/or Kristen Wheeler
22978 Overseas Highway
Cudjoe Key, FL 33042
IN WITNESS WHEREOF, the parties have caused these presents to be executed by their
respective officer or representative thereunto duly authorized the day and year first written above.
(SEAL)
ATTEST: AMY HEAVILIN, CLERK
Clerk
Witnesses:
SIGNED BY:
NAME:
TITLE:
DATE:
Heather Carruthers
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
Sheryl Graham, Sr. Director
Monroe County Social Services
CARE IN THE KEYS, INC.
By 4VkVMkUt+&A`,-
County of Monroe
The Florida Keys
Robert B. Shillinger, County Attorney**
Pedro J. Mercado, Assistant County Attorney **
Cynthia L. Hall, Assistant County Attorney **
Christine Limbert-Barrows, Assistant County Attorney **
Derek V. Howard, Assistant County Attorney**
Lisa Granger, Assistant County Attorney
Steven T. Williams, Assistant County Attorney**
Peter H. Morris, Assistant County Attorney
Chris Ambrosio, Assistant County Attorney
BOARD OF COUNTY COMMISSIONERS
Mayor Heather Carruthers, District 3
Mayor Pro Tem George Neugent, District 2
Danny L. Kolhage, District 1
David Rice, District 4
Sylvia J. Murphy, District 5
Office of the County Attorney
I I 1112`h Street, Suite 408
Key West, FL 33040
(305) 292-3470 —Phone
(305)292-351
L,,, ACIL4
** Board Certified in City, County & Local Govt. Law
MEMORANDUM
TO: Cheryl Robertson, Executive Aide to the Cleric
FROM: Kathy M. Peters, CP, County Attorney's Office
RE: 1"Aniendnient to Island Private Care Agreement, Care in the Keys, Inc.
FORWARDED FOR FILING IN BOCC RECORDS ONLY/REQUESTING TIME
STAMP BY CLERK ON SIGNATURE PAGE
DATE: February 11, 2016
Enclosed please find one (1) originally executed IST A777end7zent to Island Private Care Agreement,
Care in the Keys, Inc. FOR FILING IN OFFICIAL BOCC RECORDS. The attached lst
Amendment is originally executed by Sheryl Grahain, Sr. Director, Monroe County Social Services,
and originally stamped by Assistant County Attorney Pedro Mercado. Mr. Mercado clarified, upon
receipt of Ms. Graham's transmittal memo, that Ms. Graham executed this document on behalf of the
County as authorized pursuant to Resolution No. 064-2015 (copy attached) adopted by the BOCC on
3/18/15. The Clerk can only attest/affix her seal as to the Mayor's execution on behalf of the County;
therefore, the Clerk's Attest/Seal cannot be affixed to this document as it is executed by Ms. Graham
on behalf of the County.
PLEASE ENSURE THE SIGNATURE PAGE OF THE V AMENDMENT1,°
CLERK'SBY THE CLERK PRIOR TOFILING IN OFFICIAL BOCC RECORDS AND POSTING ON
THE WEBSITE TO DOCUMENT 1 DOCUMENT
RECEIVED BY THE CLERK. THA1M.-!U.
Please note: A total of six (6) duplicate originals were received with Ms. Graham's transmittal to this
office. In that this document does not require execution by the Mayor/Clerk's attest but is executed by
Ms. Graham, only one (1) executed original is being forwarded to the Clerk for filing in BOCC
records/posting on the Clerk's website. The remaining five (5) duplicate originals received by this
office are being returned to Ms. Graham along with a copy of this memo for her files/distribution as
needed. Thank you.
KMP:
Enclosures: One (1) executed original I"Ainendnaent to Island Private Care Agreement, Care in. the
Keys, h1c.
Transmittal Memo from Sheryl Graham, Sr. Director, Social Services dated 2/8/16
cc: Sheryl Graham, Sr. Director, Social Services returning/attaching five (5) executed duplicate
originals of 1st Annendment to Island Private Care Agreement, Care in the Keys, Inc.
Pedro Mercado, Assistant County Attorney (via email)
Countv of
The Florida Keys
Sheryl Graham
Sr Director, Social Services
Monroe County BOCC
Historic Gato Building
1100 Simonton St. 2-257
Key west, FL 33040
305.292.4510 (phone)
305.295.4359 (fax)
gahaYn-sheryl(a.monroecoun -fl.00v
a
BOARD OF COUNTY COMMISSIONERS
Mayor Heather Carruthers, District 3
Mayor Pro Tem George Neugent, District 2
Danny L. Kolhage, District 1
David Rice, District 4
Sylvia J. Murphy, District 5
1
MONROE COUNTY ATTORNEY
To: Kathy Peters, County Attorney's Office
From: Sheryl Graham, Sr. Director, Spei-M Services
Date: February 8, 2016
RE: Is' Amendment to Island Private Care Agreement,
Care in the Keys, Inc.
On January 28, 2016, this Department executed the following:
I" A inendinent to Island Private Care Agreement, Care in the Keys, Inc. to change
the Contractor's physicall7nailing address.
I am enclosing six (6) original sets of the above. Please forward these to the Clerk's
office so they may be executed on behalf of Monroe County with the Monroe
County Clerk's signature and seal. Once they are fully executed and recorded, they
need to be returned to my attention at Stop # 1.
Thank you for your assistance.
cc: Pedro Mercado, Assistant County Attorney
Enclosures
1. t
Resolution NO. 064 - 2015
RESOLUTION OF BOA R• • • • • •
• • COUNTY, FLORIDA, AUTHORIZING ; •
OF • OR DESIGNEE TO SIGN AND EXECUTE
EXECUTEDROUTINE AMENDMENTS AND MODIFICATIONS TO GRANT
AGREEMENTS OR CONTRACTS THAT HAVE BEEN APPROVED AND
BY THE BOARD OF •UNTY COMMISSIONERS.
WHEREAS, the Monroe County Social Services Department routinely applies for grant funds
which allows the county to leverage it's available funds and maximize the services the county can
provide, and
WHEREAS, the county routinely receives amendments or modifications to said grants for the
purposes of increasing or decreasing the amount of the grant awards, increasing or decreasing unit
costs, updating language, extending the contract periods; and vendor agreements or memoranda of
understanding within the limits set forth by the purchasing policies and procedures, and
WHEREAS, currently, the Board of County Commissioners (Board) must approve all such
amendments and modifications to the grant agreements or contracts resulting in undo delays and
unnecessarily adding to the Board agenda, and
WHEREAS, the Board desires to eliminate the unnecessary delay and the added congestion to
the Board agenda, now therefore,
1. Finds that amendments or modifications to grant agreements or contracts previously approved
and accepted by the Board for Monroe County Social Services that increase or decrease the
grant awards, increase or decrease unit costs, update language, or extend the contract periods
without requiring a matching funding commitment from the county; and vendor agreements or
memoranda of understanding within the limits set forth by the purchasing policies and
procedures, are indeed routine matters that do not need to go before the Board for approval
prior to execution.
2. Authorizes the Sr. Director of Social Services, currently Sheryl Graham, or her designee to
execute such documents as required following review by the County Attorney's office.
PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a meeting
of said Board held on the 181h day of March, 2015.
Mayor Kolhage
Yes
Mayor Pro Tem Carruthers
Yes
Commissioner Neugent
Yes
Commissioner Rice
Yes
Commissioner Murphy
Yes
Heavilin, Clerk
Deputy Clerk
E COUNTY
Oklt-'D AS I
ASSKSTANT
By:
Mayor/Chairman
:�
I IT AMENDMENT TO ISLAND PRIVATE CARE AGREEMENT
CARE IN THE KEYS, INC
THIS AGREEMENT made this 281h day of January, 2016 by and between Care in the
Keys, Inc., also termed herein as "Island Private Care" (hereafter "Consultant/Contractor") whose
physical/mailing address is 22978 Overseas Highway, Cudjoe Key, FL 33042, and whose
remittance address is 1200 4`h Street #170, Key West, FL 33040 and Monroe County Board of
County Commissioners, whose address is I100 Simonton Street, Key West, Florida 33050
(hereafter "County");
WHEREAS, on the 21" day of January, 2015, the parties entered into a contract for In -
Home Services with a term that began on January 1, 2015 and terminated on December 3Is'
2015,
hereafter original agreement (Agreement); and
WHEREAS, on the 9ih day of December 2015 the Agreement was renewed for an
additional one year period and the signature line was updated from "Island Home Care Agency,
Inc., d/b/a Island Private Care" to "Care in the Keys, Inc. d/b/a Island Private Care" to reflect a
change in the Contractor's fictitious name; and
WHEREAS, the Contractor's physical/mailing address has changed and the parties desire
to update the Notification provision of the Agreement to reflect the change;
NOW THEREFORE in consideration of the promises, and of the mutual covenants to be
legally bound hereby, the parties hereto agree as follows:
1. Article 16 of the Original Agreement is amended to read as follows:
16. NOTICE REQUIREMENT
Any notice required or peiinitted under this agreement shall be in writing and hand
delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt
requested, to the following:
FOR COUNTY:
Monroe County
1100 Simonton Street 2-257
Key West, FL. 33040
and County Attorney
1111 12th Street Suite 408
Key West, FL. 33040
FOR CONTRACTOR:
Care in the Keys, Inc. d/b/a Island Private Care
Kim Wilkerson and/or Kristen Wheeler
22978 Overseas Highway
Cudjoe Key, FL 33042
IN WITNESS WHEREOF, the parties have caused these presents to be executed by their
respective officer or representative thereunto duly authorized the day and year first written above.
4N
Clei
Witnesses:
tk'W&M'n �oa�a.'a
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
_AZja,:j�—���
Sheryl Graham, sr. Director
Monroe County Social Services
CARE IN THE KEYS, INC.
By � k WW'` --,1
i yv) l
Print Name
A
Meeting Date: 12/9/2015 Department: —Social Services
Bulk Item: Yes _X_ No Staff Contact /Phone 4: Sheryl Graham 305-292-45 10
fs-
AGENDA ITEM WORDING: Approval of the renewal agreement between Care in the Keys, Inc.,
d/b/a Island Private Care and Monroe County Board of County Commissioners/Monroe County Social
Services for the year beginning January 1, 2016 and ending December 31, 2016.
ITEM BACKGROUND: Monroe County Social Services receives funding from the Alliance for
Aging, Inc., Department of Children and Families, the Florida Agency for Health Care Administration
and the Mon -roe County BOCC for the purposes of providing In -Home Services countywide. The
County desires to contract for In -Home Services with Care in the Keys, Inc., d/b/a Island Private Care
to ensure that such services are provided.
PREVIOUS RELEVANT BOCC ACTION: Contract approved by BOCC on 1/21/2015.
O—BUDGETED: 'Tes 110
N/A
REVENUE PRODUCING: Yes X AMOUNT PER MONTH 0 Year
f
APPROVED BY: County Attomej OMB/PurchasingRisk Management
DOCUMENTATION: Included X Not Required
DISPOSITION: AGENDAITEM#
Revised 6/15
Contract with: Care in the Keys, Inc. Contract #
Effective Date: 1/1/2016
Expiration Date: 12/31/2016
Contract Purpose/Description:
Approval of the renewal agreement between Care in the Keys, Inc., d/b/a Island Private
Care and Monroe County Board of County Commissioners/Monroe County Social
Services for the year beginning January 1, 2016 and ending December 31, 2016.
Contract Manager: Sheryl Graham 292-4510 Social Services / Stop #1
(Name) (Ext.) (Department/Stop #)
for BOCC Meeting on: Agenda Deadline:
12/9/2015 11/20/2015
Total Dollar Value of Contract: Current Year Portion: $
$345,000
Budgeted? YesM No 0 Account Codes: 125-6153815; 125-6153615-,
Grant: $ 125-6153715,125-6153015--125-6153415-
County Match: $
Estimated Ongoing Costs: $_
(Not included in dollar value above
ADDITIONAL COSTS
/yr For:
(e.g. maintenance
Changes
Date In Needed Reviewer
Department Head 11/20/15 Yes[:] No®
Risk Management I 1'T5 Yes[:] Noo
O.M.B./Purchasing if YesE] N.E0,,QT!kT
,�Ja bAdjtj-
County Attorney YesEj Nop
AM6111111r.311
OMB Form Revised 2/27/01 MCP #2
etc.)
Date Out
11/20/15
1 1'74,11 �
it bdIg-
Wrob
� f .
f d
CONTRACT
THIS AGREEMENT, made and entered into this 151h day of December, 2014 by and
between MONROE COUNTY, FLORIDA,/Monroe County Social Services a political subdivision
of the State of Florida (hereinafter called the "Owner" or "County"), and Island Home Care
Agency, Inc., dba Island Private Care, (hereinafter called the "Contractor").
WHEREAS, the County provides In -Home Services to the elderly and disabled residing
throughout Monroe County; and
WHEREAS, the County receives funding from the Alliance for Aging, Inc., the Florida
Department of Children and Families, the Florida Agency for Health Care Administration, and
the Monroe County Board of County Commissioners for the purposes of providing In -Home
Services Countywide; and
WHEREAS, the County has provided In -Home Services to assist the vulnerable elderly
and/or disabled residents to remain in their homes and maintain independence for over 30 years;
and
WHEREAS, the County desires to contract for In -Home Services to ensure that such
services are available throughout the County; and
WHEREAS, Island Home Care Agency, Inc., dba Island Private Care is qualified and
desires to provide In -Home Services;
NOW THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set
forth, mutually agree as follow:
1. THE CONTRACT
The contract between the Owner and the Contractor, of which this agreement is a part,
consists of the contract documents, which are as follows: This agreement and any amendments
executed by the parties hereafter, together with the response to RFP and all required
insurance documentation. In the event of a discrepancy between the documents, precedence
shall be determined by the order of the documents as just listed.
2. SCOPE OF THE WORK
The Contractor shall provide In -Home Services for the County. The Contractor warrants
that it is authorized by law to engage in the performance of the activities herein described,
subject to the terms and conditions set forth in these contract documents. The provider shall at
all times exercise independent, professional judgment and shall assume professional responsibility
for the services to be provided. Contractor shall provide services using the following
standards, as a minimum requirement:
A. The Contractor shall maintain adequate staffing levels to provide the services
required under this contract.
1
B. The personnel shall not be employees of or have any contractual relationship with the
County.
C. All personnel engaged in performing services under this contract shall be fully
qualified, and, if required, be authorized or permitted under State and local law to perform such
sex/ices.
3. PAYMENTS TO THE CONTRACTQR
A. The Contractor shall submit to the County an invoice with supporting documentation
?_ccej�ctable to the Clerk in accordance with the billing calendar,,f-to be %myided-. as attached in Exhibb-it-A)t
Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules
?md regulations as may govern the Clerk's disbursement of funds.
B. Pon Monroe County's receipt of said invoices Monroe County Clerk's Office
shall submit payment to the Contractor in accordance with Florida Prompt Payment Act.
4. TERM OF CONTRACT
The term of this contract is for one year, commencing on the I't day of January, 2015 and
ending on the 3 1 " day of December, 2015. The county shall have the option to renew this Agreement
at its sole discretion for three (3) additional one year periods for the same service rates.
5. CONTRACTOR'S RESPONSIBILITIES
A. The Contractor will perform only authorized In -Home Services in the homes of
elderly and/or disabled residents in Areas 1, 2, 3 and 4 for the unit rate(s) specified herein. Only
those In -Home Services that are specifically authorized by the County as documented by the
Social Services Department will be reimbursable, In -Home Services will be provided by the
Contractor in accordance with DOEA definitions/specification, by agencies that hold necessary
licenses, and by individual workers qualified to perform such services as detailed in the Florida
Department of Elder Affairs (DOEA Handbook issued July 2014 and the CFOP 140-8,
Community Care for Disabled Adults Operating Procedures, and in accordance with the Agency for
Health Care Administration (AHCA) guidelines as required and any subsequent modifications thereto.
B, The In -Home services the Contractor will provide under these terms and
conditions are: X in -home respite care, X homemaker, X personal care, - X chore, and - X -
companionship, as defined by DOEA Handbook DCF CF0P 140-8 and AHCA guidelines as
noted above and any subsequent revisions thereto.
C. The Contractor will provide In -Home Services during the term of this contract
for the unit rates as agreed upon and that follow: $19,50/unit for in -home respite care, $21.00/unit
for homemaker, $21.50/unit for personal care, $21.50/unit for chore, and $14.50/unit for
companionship. A unit for each service is defined by DOEA Handbook issued July 2014, DCF
CF0P 140-8, and AHCA guidelines as noted above and any subsequent revisions thereto. The
number of units of services performed for each client must be pre -authorized by the County in
accordance with the Activity Plan.
D. The Contractor will provide the In -Home service(s) detailed in "B" above for
the unit rate agreed upon in "C" above in the following geographic areas X - 1, - X - 2,
_X_ 3, and _X_ 4. Contractors are required to select at least one of the Cour geographic
areas in order to ensure that In -Home Services are available.
N
E. The Contractor will in all cases provide In -Home Services within the timeframes
agreed upon in the Activity Plan, required by Florida Department of Elder Affairs (DOER
Handbook issued July 2014 and the CFOP 140-8, Community Care for Disabled Adults Operating
Procedures, and AHCA guidelines as noted above and any subsequent revisions thereto. The
Contractor agrees that Monroe County Social Services will designate representatives to visit
the Contractor's facility(ies) periodically to conduct random open file evaluations and/or other
contract monitoring activities during the Contractor's normal business hours.
F. The Contractor has, and shall maintain throughout the term of this contract,
appropriate licenses and approvals required to conduct its business, and that it will at all
times conduct its business activities in a reputable manner. Proof of such licenses and
approvals shall be submitted to the County annually and upon request.
G. The Contractor must maintain approval status from the Alliance for Aging,
Inc., as a Medicaid Waiver Provider of Choice, if applicable.
6. CONTRACTOR'S FINANCIAL RECORDS
Contractor 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 the term of the Agreement and for six
years following the termination of this Agreement. If an auditor employed by the County or
Clerk determines that monies paid to Contractor pursuant to this Agreement were spent
for purposes not authorized by this Agreement, the Contractor shall repay the monies
together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies
were paid to Contractor.
7. PUBLIC ACCESS
Pursuant to Florida Statute §119.0701, Contractor and its subcontractors shall comply with all
public records laws of the State of Florida, including but not limited to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by
Monroe County in the performance of this Agreement.
(b) Provide the public with access to public records on the same terms and conditions that
Monroe County would provide the records and at a cost that does not exceed the cost provided in
Florida Statutes, Chapter 119 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 Monroe
County all public records in possession of the contractor upon termination of this Agreement 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 Monroe County in a
format that is compatible with the information technology systems of Monroe County.
8. INDEMNIFICATION/HOLD HARMLESS
Notwithstanding any minimum insurance requirements prescribed elsewhere in this
agreement, Contractor shall defend, indemnify and hold the County and the County's elected
3
and appointed offices, and employees harmless from and against (i) any claims, actions or causes
of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other
proceedings relating to any type of injury (including death), loss, damage, fine, penalty or
business interruption, and (iii) any costs or expenses that may be asserted against, initiated
with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A)
any activity of Contractor or any of its employees, agents, sub -contractors or other invitees
during the term of this Agreement, (B) the negligence or willful misconduct of Contractor or
any of its employees, agents, sub -contractors or other invitees, or (C) Contractor's default in
respect of any of the obligations that it undertakes under the terms of this Agreement, except to
the extent the claims, actions, causes of action, litigation, proceedings, cost or expenses arise
from the intentional or sole negligent acts or omissions of the County or any of its
employees, agents, or invitees (other than Contractor). Insofar as the claims, actions causes of
action, litigation, proceedings, cost or expenses relate to events or circumstances that occur
during the term of this Agreement, this section will survive the expiration of the term of this
Agreement or any earlier termination of this Agreement.
The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within this agreement.
Prior to execution of this agreement, the contractor shall furnish the Owner Certificates
of Insurance indicating the minimum coverage limitations as indicated by an "X" on the
attached forms identified as INSCKLST 1-5, as further detailed on forms WC1, GL1, GIR 1,
and VU, each attached hereto and incorporated as part of this contract document, and all
other requirements found to be in the best interest of Monroe County as may be imposed by the
Monroe County Risk Management Department.
Non -Waiver of Immunity. Notwithstanding the provisions of See. 768.28, Florida Statutes, the
participation of the County and the Contractor 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.
9. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement the Contractor is an independent
contractor and not an employee of the Board of County Commissioners of Monroe County. No
statement contained in this agreement shall be construed so as to find the Contractor or any of his
employees, contractors, servants, or agents to be employees of the Board of County
Commissioners of Monroe County,
10. NONDISCRIMINATION
County and Contractor agree that there will be no discrimination against any person, and
it is expressly understood that upon a determination by a court of competent jurisdiction
that discrimination has occurred, this Agreement automatically terminates without any further
action on the part of any party, effective the date of the court order. Contractor 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: 1) Title VI of the Civil
Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or
0
national origin; 2) Title IX of the Education Amendment of 1972, as amended ( 0 SC ' 1681- 1683, and 1685- 1686), which prohibits discrimination on the basis of sex:,�3)USectio'l
504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794) which prohibi
discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975. as amend
(42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Dru-
Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscriminati
on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Preventio
Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Servi
Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating•
confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Righ
Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sal
rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC
1201 Note), as maybe amended from time to time, relating to nondiscrimination on t
basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination•
the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientatio
gender identity or expression, familial status or age; and 11 )Any other nondiscriminati
provisions in any Federal or state statutes which may apply to the parties to, or the subject matt
of, this Agreement.
11. ASSIGNMENT/SUBCONTRACT
The Contractor shall not assign or subcontract its obligations under this agreement,
except in writing and with the prior written approval of the Board of County
Commissioners of Monroe County which approval shall be subject to such conditions and
provisions as the Board may deem necessary. This paragraph shall be incorporated by
reference into any assignment or subcontract and any assignee or subcontractor shall
comply with all of the provisions of this agreement. Unless expressly provided for therein,
such approval shall in no manner or event be deemed to impose any additional obligation upon the
board.
12. COMPLIANCE WITH LAW
In providing all services/goods pursuant to this agreement, the Contractor 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 and 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 the contractor. The contractor shall possess proper licenses to perform
work in accordance with these specifications throughout the term of this contract. Contractor shall use
the Department of Homeland Security's E-verify system to verify the employment eligibility of all
new employees hired during the contract term pursuant to this agreement.
13. SUPPORT TO THE DEAF OR HARD -OF -HEARING
a. The contractor shall comply with section 504 of the Rehabilitation Act of 1973, 29
U.S.C. 794, as implemented by 45 C.F.R. Part 84 (hereinafter referred to as Section 504) and the
American with Disabilities Act of 1990, 42 U.S.C. 12131, as implemented by 28 C.F.R. Part 35
(hereinafter referred to as ADA).
b. The contractor shall if it employs 15 or more employees, designate a Single -Point -of-
Contact (one per firm) to ensure effective communication with deaf or hard -of hearing clients or
companions and/or caregivers in accordance with Section 504 and the ADA. The name and contact
information for the contractor's Single -Point -of -Contact shall be furnished to Monroe County within
14 calendar days of the effective date of this requirement.
C. The Single -Point -of -Contract shall ensure that employees are aware of the
requirements, roles & responsibilities, and contact points associated compliance with Section 504 and
the ADA. Further, employees of the contractor shall attest in writing that they are familiar with the
requirement of Section 504 and the ADA. This attestation shall be maintained in the employee's
personnel file.
d. The contractor's Single -Point -of -Contract will ensure that conspicuous Notices which
provide information about the availability of appropriate auxiliary aids and services at no- cost to the
deaf or hard -of -hearing clients or companions and/or caregivers are posted near where people enter or
are admitted within the agent locations. Such Notices must be posted immediately, but not later than
June 30, 20t0. The approved Notice can be downloaded through the Internet at:
http://www.def.state.fl.us/admin/ig/civilrights.shtml.
The contractor shall document the customer's or companion's and/or caregiver's preferred
method of communication and any requested auxiliary aids/services provided in the client's
record. Documentation, with supporting justification, must also be made if any request was not
honored. The contractor shall submit Compliance Reports monthly, not later than the 1 st day of each
month, to the Monroe County Social Services Compliance Manager.
14. DISCLOSURE AND CONFLICT OF INTEREST
The Contractor represents that it, its directors, principles and employees, presently have
no interest and shall acquire no interest, either direct or indirect, which would conflict in
any manner with the performance of services required by this contract, as provided in Sect.
112.311, et. seq., Florida Statutes. 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.
Upon execution of this contract, and thereafter as changes may require, the Contractor
shall notify the County of any financial interest it may have in any and all programs in
Monroe County which the Contractor sponsors, endorses, recommends, supervises, or requires for
counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such
program is required by statute, as a condition of probation, or is provided on a voluntary
basis.
The County and Contractor 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 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
N.
Contractor 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.
15. NO PLEDGE OF CREDIT
The Contractor shall not pledge the County's credit or make it a guarantor of payment
or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The
Contractor further warrants and represents that it has no obligation or indebtedness that
would impair its ability to fulfill the terms of this contract.
16. NOTICE REQUIREMENT
Any notice required or permitted under this agreement shall be in writing and hand delivered
or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to
the following:
FOR COUNTY:
Monroe County and County Attorney
1100 Simonton Street 2-257 1111 12r" Street Suite 408
Key West, FL. 33040 Key West, FL. 33040
FOR CONTRACTOR:
Island Home Care, Inc. dba Island Private Care
Kim Wilkerson
817 Simonton Street
Key West, FL 33040
17. TAXES
The County is exempt from payment of Florida State Sales and Use taxes. The Contractor
shall not be exempted by virtue of the County's exemption from paying sales tax to its
suppliers for materials used to fulfill its obligations under this contract, nor is the Contractor
authorized to use the County's Tax Exemption Number in securing such materials. The
Contractor shall be responsible for any and all taxes, or payments of withholding, related to
services rendered under this agreement.
18. TERMINATION
The County may terminate this contract for cause with seven (7) days notice to the
contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the
services enumerated as the Contractor's obligations under this contract.
Either of the parties hereto may terminate this contract without cause by giving the other
party sixty (60) days written notice of its intention to do so.
19. GOVERNING LAW, VENUE INTERPRETATION COSTS AND FEES
A. 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.
B. In the event that any cause of action or administrative proceeding is instituted
for the enforcement or interpretation of this Agreement, the County and Contractor agree that
7
venue will lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida.
C. The County and Contractor agree that, in the event of conflicting interpretations of
the terms or a term of this Agreement by or between any of them the issue shall be submitted to
mediation prior to the institution of any other administrative or legal proceeding.
D. 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 permitted 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 Contractor 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.
E. Attorney's Fees and Costs. The County and Contractor agree that in the event
any cause of action or administrative 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.
F. Adjudication of Disputes or Disagreements. County and Contractor 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 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.
G. 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 Contractor 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 Contractor
specifically agree that no party to this Agreement shall be required to enter into any arbitration
proceedings related to this Agreement.
20. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to
the benefit of the County and Contractor and their respective legal representatives, successors,
and assigns.
141
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.
28. 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.
29. 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.
30. MUTUAL REVIEW
This agreement has been carefully reviewed by the Contractor and the County. Therefore, this
agreement is not to be construed against any party on the basis of authorship.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and
date first written above in four (4) counterparts, each of which shall, without proof or accounting
for the other counterparts, be deemed an original contract.
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest: AMY, HEAVILIN, CLERK OF MONROE COUNTY, FLORIDA
B �acw
Deput,/Clerk Mayor Pty Kolhage - 0 Q-k—
(SEAL)
Attest:
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WITA N OWN MEW
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Island Home Care Agency, Inc.,
dba Island Private Care
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Title:
Narnek
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Title: Deputy County Administrator
Date: 12/15/2014
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'Camayer Identification Numliber (TINJ
Frig yaw TII , in the appropriate bo)L The TIN provided:dust match the name gl+tsr on Rrte t to avoid
Social sac
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backup widtholdrig. For intilviduals, this Is generally yottlz social security number (SS.,N). However. for a
resident aW, sole propristor, or dIsMardled easily, sae the. Part I Instructions on: page 9. For other
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entities, it Is your employer Identification number glN.). tf you do not have a number, see How to gate
TM an o S,
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Rate. If ft, account. Is In mere than one name, see the: instructions for line 1 anclift chart on page 4 for
idermt#ticatlarr e or
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guide ineis Eon whose number to eater.
Under penattles of perjury, F certify that:
1, The number shown on this form is my correct twpayw Identification monber (or I am vMking for as number to be issued to me); and
Z I am not.subject to backup avithhokfing because: (a) l 9)ri exern;A from backup withholding, or (b) t have not been notified by the internal Revenue
5er riot? ) that i rim subject to backup withhoiding. as a result of a failure to report all int or dh ddends, or (c) the IRS has noted me that I am
no longer subject to backup withholding; and
3. I am a.U.S. cittaen or other U.S. person (defined. ; and
4. The FATCA codeW entered on this farm Cat Inneating that I am exempt freart FATCI3:reparti€tg is carect
Certification 1111SIZICUML You must cress out Item 2 abm if your have been rxA#ed by the, IRS that you. are durrertily subject to backup withholding
because you have.faled to report all Interest and di his on your tax return. For real estate transactions, Item 2 don not
Interest: paid acquisition or abandonment of securest q apply. For`mvrtgege
€tr y, tcegattiorr of t, gores to. "t Vert rat t (IfiF9), and
generally, payments railer than Interest and dividands. you are not requires to sign the cation; but you Mast provide your correct t TIN. See the
Instructions on page 3.
signature Of
Mere I us. person P Data t0,
General instructions
Section re es are to the Infer nal Revenue Co& tmteas otherwise noted.
Futwe Information about davalopments allectir Form W-9 (such
as legislation ansolled after we relem It) Is at wwwJmgov1AriA ..
Purpow of Fonn,
An I clMdual or entity (Form W-9 requester] who Is requited to file an inkxma lon
return wM the IRS must st Obtain your correct taxpayer keeuntirr ;ion number Mf4
which may be your social security number (SSM. indivittuat taxpayer identification
num (fi' M. adoption taxpayer itfentirroation number (ATita), or employer
Weatifsatkknnumber (Flat), to report on an Information retu m the amount paid to
you. or other ranount reportable on an Information return Examples of Inlomration
returns Inchide. but ere rot limited to. the following:
s Form I DEHtd7 Or serest darned or paid)
• Form 1099 (ttliidends, WwAtdh-g thane from stocks or mutual funds)
Fnrrn 1 (Various types of income, prizax, atwards, or grass proceeds)
• Form 1 (stock or mutual fund sales and certain other transactions by
• Form IM-S s from rest estate iransactiars)
• Funs 1099-iK (merchant carts and thirst party network tmnsa&=#
Form 1028 #10ma rrumgage inlemst},1i1S6-I: (Student loan mites , 109&T
Option)
Form 1093-C is meted debt)
. Form 11099-A (acquisition or abandonment of secured prepeny)
Use Fnrm W-9 only 9 you am a U.S. person (trtctuding a resident alien), to
prwWe your corract TIN.
1f your do not tutu W-9 to dha mquesier with a 7W, you aught he srebdect
to bacAsp withh ldrng. S842v Kftt is b=kW withhoidirtg? on page 2.
By sdw*v tha idled -out form, you:
1. Certify that th9 TIN you are giving is correct (or you use wailing for a nurnber
to be, Inued);
2. Certify that you are not sue act to backup withholding, or
3. Claim exemption from backup W thhofdinp if yea are a U.S. exempt payee. It
applicable, you are also cellifying that as a U.S. parson, your allocable share of
any partnership Income from a U.S. trade or business is not subject to the
vAthholding tax on foreign panrinem' sham of etiedMily connoted income, and
A. Certify that FATCA code(s) entered on fortis form (if am
4 Indicating that you are
exempt from the FATCA reporting, is correct. See t't7rat is FAMA r400ttAV7 on
ps" 2 for farther Information.
Cat. No.10231X Frx J%v.122014)