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Item C18County of Monroe A BOARD OF COUNTY COMMISSIONERS Mayor George Neugent, District 2 The Florida. Key y w) Mayor Pro Tem David Rice, District 4 �r Danny L. Kolhage, District I Heather Carruthers, District 3 Sylvia J. Murphy, District 5 County Commission Meeting January 18, 2017 Agenda Item Number: C.18 Agenda Item Summary #2539 BULK ITEM: Yes DEPARTMENT: Project Management / Facilities TIME APPROXIMATE: STAFF CONTACT: Alice Steryou (305) 292 -4549 None AGENDA ITEM WORDING: Approval to amend and restate the contract with Aramark Services, Inc. dated November 22, 2016, for Uniform Services for the Public Works /Engineering Division to correct errors subsequently discovered in the Original Agreement and to add a delivery location, add service items (long cargo pant option) with payment amounts, and a Notice Requirement address change. ITEM BACKGROUND: This amended and restated Agreement corrects errors in the Original Agreement dated November 22, 2016, and adds an option for long cargo pants, adds a delivery location, and a Notice Requirement address change. PREVIOUS RELEVANT BOCC ACTION: On November 22, 2016, the BOCC approved and entered into a piggybacked agreement with the City of Key West for uniform services with Aramark Services, Inc. CONTRACT /AGREEMENT CHANGES: Amend and restate the Original Agreement with errors corrected and amend the contract to add a delivery location, add service items (long cargo pant option) with payment amounts, and a Notice Requirement address change. STAFF RECOMMENDATION: Approval DOCUMENTATION: 112216 — Executed Aramark Agreement _F -36 011817_Amended and Restated Agreement Aramark Jan 2017 (final)_Rev_stamped Partial Executed 011817_Amended and Restated Agreement Aramark Jan 2017 (final)_Rev_stamped FINANCIAL IMPACT: Effective Date: 01/01/2017 Expiration Date: 12/31/2017 Total Dollar Value of Contract: $31, 350.00 plus Social Services Total Cost to County: $31, 350.00 plus Social Services Current Year Portion: $23,512.50 plus Social Services Budgeted: yes Source of Funds: Ad Valorum and gas tax CPI: yes Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No If yes, amount: Grant: No County Match: N/A Insurance Required: yes Additional Details: This was budgeted and budget affected 11/22/2016 no additional costs occur due to the addition of Cargo Pant option. 01/18/17 001 -20501 FACILITIES MAINTENANCE $15,000.00 01/18/17 102 -22500 ROAD DEPARTMENT $6,000.00 01/18/17 504 -23501 FLEET MGT SVC ADMIN $3,250.00 01/18/17 147 -20503 UNINC PARKS & BEACHES $2,500.00 01/18/17 101 -20505 CORRECTION FACILITIES $2,500.00 01/18/17 401 -22502 CARD SOUND ROAD $1,500.00 01/18/17 001 -20502 HIGGS BEACH MAINTENANCE $600.00 Total: $31,350.00 REVIEWED BY: Patricia Eables Completed 01/03/2017 4:25 PM Doug Sposito Skipped 01/03/2017 4:56 PM Budget and Finance Completed 01/03/2017 5:00 PM Maria Slavik Completed 01/03/2017 5:00 PM Kathy Peters Completed 01/03/2017 5:02 PM Board of County Commissioners Completed 01/18/2017 9:00 AM DATE: December 12, 2016 TO: Doug Sposito, Director V Project Management ATTN. • Ann Riger, Contracts Administrator FROM. • Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller At the November 22, 2016 Board of County Commissioner's meeting the Board granted approval and execution of the following Item F36 Approval to piggyback the City of Key West Unifon-n Services Agreement and execute a contract for Uniform Services with Aramark Corporation 'for Public Works/Engineering Division, Monroe County. Enclosed is a duplicate original of the above-mentioned for your handling. Should you have any questions, please feel free to contact our office. cc: County Attorney Finance File 500 Whitehead Street Suite 101, po B 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 MONROE COUNTY AND ARAMARK CORPORATION FOR UNIFORM SERVICES This Agreement is made and entered into this day of ` y , , 'n Fw_ , 2016, between MONROE COUNTY, FLORIDA ( "COUNTY "), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and Aramark Services, Inc. ( "CONTRACTOR "), a foreign corporation authorized to do business in the State of Florida, whose Principal Address is 1101 Market Street, Philadelphia, PA 19101 and whose Florida's address is 2351 Blount Road, Pompano Beach, FL 33069. WHEREAS, COUNTY desires to provide uniforms for Monroe County Departments of Social Services, Public Works and Engineering, Fleet, and Parks and Beaches; and WHEREAS, CONTRACTOR desires and is able to provide uniform services to COUNTY; and WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide uniform services to COUNTY, now therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 1. THE AGREEMENT The Agreement consists of this document, the bid documents, exhibits, and any addenda only. 2. SCOPE OF SERVICES: A. RENTAL SERVICE a. Upon award of contract, the COUNTY shall furnish the Contractor with a list of employee's names, with the employee's department, and size, color, style, material and type of uniforms required. The County may add other Department employees to the Scope of Service upon 30 day notice to the Contractor. b. The Contractor shall supply no more than eleven (11) new clean shirts and eleven (11) new clean pairs of pants or shorts, as indicated, for each employee on the list provided by the County. c. The amount of new uniforms to be distributed to County employees will be determined by the County upon award of the Contract. The County may adjust the amount of new uniforms needed by various County departments d. The garments shall be in the sizes, color, style, and material type as referenced on the list provided to the Contractor. Failure to provide the correct size, color, style, material and type may result in the COUNTY rejecting the uniform provided. e. Each week, the Contractor shall obtain soiled uniforms from the locations described in section titled Service Locations, below. Soiled uniforms shall be replaced with the exact size, style, and material type amount of clean garments. Failure to provide the exact size, color, style, material and type may result in the COUNTY rejecting the clean garments provided and adjusting payment accordingly. i. There shall be weekly pickup and delivery of the same items laundered and pressed. ii. All items will be laundered, pressed (if appropriate or requested), repaired, maintained and replaced by the Contractor. f. Replacement costs for worn or damaged items shall be borne by the Contractor. If the COUNTY request for certain items of worn and damages clothing to be replaced, the CONTRACTOR shall replace in the next delivery. g. All the garments shall be, and at all times, remain the property of the Contractor. B. DIRECT PURCHASE a. All items listed shall be made available for direct purchase by the Department /Using Agency or employee. Laundering, repair, maintenance and replacement of the items purchased by the Department/Using Agency or employee are at the cost and the responsibility of the Using Agency or employee. C. MEASUREMENTS AND FITTING a. It shall be the responsibility of the Contractor to measure each employee to ensure proper fit. b. Measurements shall be completed within thirty (30) days from notification of award. c. Measuring shall include physical measurement taken by the Contractor and shall include trying on sample uniforms of the exact style, material type and size of that being ordered. d. Location for measuring will be at the Service Locations, but is at the discretion of each Department /Using Agency and may be revised accordingly. e. No verbal measurements will be acceptable. f. Uniforms that do not fit properly will not be accepted and shall be replaced by the Contractor at no cost to the COUNTY. g. Normal working hours varies by Department/Using Agency and no measuring shall be done outside normal working hours. D. PATCHES & LOGOS a. Each shirt shall have two (2) areas of embroidery; one on the right side of the chest with County logo and "Public Works ", "Engineering ", "Social Services ", or whichever is applicable for that department below the logo, and one on the left side of the chest indicating the employee's name. b. Be attached to the uniform shirt by stitching only. c. Be designed and located per each Department /Using Agency's instructions. d. Shall be approved by each Department /Using Agency prior to use. e. Be removed when garment is no longer in service by the Department /Using Agency. f. The name should be 1" tall by 3'/2" long; logo with "Monroe County" should be 2 %2 round. As shown in the example below: E. EMPLOYEE ADDITIONS, SUBTRACTIONS OR LEAVES OF ABSENCE a. The Monroe County Department of Public Works and Engineering designee (Contract Monitor) will inform the Contractor of any additions or deletions from the employee list as they occur. b. All new employees shall be measured for uniforms within two (2) working days of notification. c. New employees shall be measured at a location of the Department /Using Agency's choice. d. Delivery shall be within two (2) working days of measure. e. When an employee is on leave in excess of ten (10) working days, charges shall be suspended if the Contractor has been given five working days' notice. f. In the event of an unforeseen leave situation, an employee can give five (5) working days' notice to the Contractor upon realization that the employee will be out for ten (10) working days or more. g. The Contractor will charge the employee for uniforms through the five (5) day notice period only. Uniforms will not be delivered to employees on leave until written notice of return to work is received. Said notice will be given at least five (5) working days prior to the employee's return to work. F. PICK -UP AND DELIVERY a. The COUNTY shall designate a person(s) who will be responsible to sign for all uniforms picked up and delivered within their respective departments (County's Designated Representative), and notify the contract monitor of any and all changes covering contract services, i.e., adding or deleting an employee, etc. b. Upon delivery, an employee of the Contractor, in the presence of the County's Designated Representative, will count the number and types of garments delivered, and shall provide the County with a receipt stating the number and types of garments delivered, which receipt shall be acknowledged by the signature of the County's Designated Representative as to accuracy and receipt. At the same time, and the same locations, the Contractor shall collect and count, in the presence of the County's Designated Representative, all the garments previously supplied, which have become soiled, for laundering and subsequent re- delivery, and shall provide the County with a receipt both as to the numbers and types of garments collected, which receipt shall be acknowledged by the signature of the County's Designated Representative as to accuracy and receipt. These receipts must be signed by the County's designated representative or the invoice cannot be processed for payment. c. Pick -up and delivery shall be made one (1) time per week. d. The location, day and estimated time shall be agreed upon by the Contractor and Department /Using Agency. e. The agreed upon location, day and estimated time (under normal circumstance) shall not change without prior mutual agreement. f. Deliveries shall be made between the hours of 7:00 am and 4:00 pm except on Saturdays, Sundays, holidays or when the Department /Using Agency or location is closed. g. Holidays or a change in work hours may cause the pick -up and delivery day to change temporarily. The COUNTY and CONTRACTOR shall establish a schedule for deliver and pick -up in advance based upon known COUNTY Holidays or change in work hours. h. Items returned each week must equal the number of items picked up. i. Shortages must be noted on the delivery sheet at the time of delivery. j. Uniforms not returned by the Contractor from the preceding week shall be deducted from the invoice. k. Upon the Department /Using Agency's request, the Contractor may be required to provide a weekly count on all items. 1. The Department/Using Agency has 48 hours to call in any discrepancies in the Uniform delivery. Contractor shall promptly make corrections to Uniform delivery. Contractor's failure to do so shall result in the invoices being deducted accordingly. m. Uniforms for employees shall be clipped together and labeled with the employee's name. n. Delivery tickets shall accompany each weekly delivery and shall include, but not limited to, the employee's name, identification number, garment inventories, sizes, soil pickup and clean delivery amounts. G. REPAIRS, REPLACEMENTS AND DEFECTS a. Repairs for rented or leased items (Zippers, buttons, split seams, rips, tears, etc.) shall be the responsibility of the Contractor. b. It is the responsibility of the Department /Using Agency or employee to tag each repair with a completed service request tag, provided by the Contractor. c. All items shall be submitted with the weekly rental service and repaired or replaced by the next delivery. d. Should the repair not be completed within a one (1) week time frame, the Contractor shall not charge for that item or it will be deducted from the invoice until repairs are accomplished. e. Worn out, faded, damaged or size changed garments shall be replaced by the Contractor on an as needed basis as directed by the County at no additional cost to the County. f. Replacement costs shall be borne by the Contractor. g. All items to be replaced shall be returned to the Contractor. h. There will be no fee or charge for returned items should any garment being returned to Contractor be deemed unusable by Contractor. i. Failure to replace any item within 30 days, as stated above, shall constitute a breach of contract on the part of the Contractor and shall be grounds for termination of said contract. H. LOST ITEMS a. Any item not returned the following week shall be considered as missing and so noted on the pick -up /delivery sheet. All items not so noted shall be considered as returned by the Contractor. b. Any item not returned within two (2) weeks after being picked up shall be considered lost and the Contractor shall replace it free of charge upon the next delivery. c. Items lost by a Using Agency will be replaced by Contractor at the Using Agency's expense per the amortization schedule. d. The Using Agency shall assume responsibility for documenting losses. I. DEFECTS a. The items provided by the Contractor during initial start-up shall be new and free from defects. b. After initial start-up, any defective item shall be replaced at no additional cost to the Department /Using Agency with new item. J. COLORS a. Colors shall be chosen from the manufacturer's standard colors by each Department /Using Agency. b. The mixing of colors of items for a single Department /Using Agency and /or employee may be chosen by a Department /Using Agency and shall be acceptable to the Contractor. K. LAUNDERING REQUIREMENTS a. Items shall be laundered to the highest industry standards with hypoallergenic detergents, neatly pressed (if required) and returned to each Department /Using Agency each week. Whenever possible the detergents should be green and environmentally friendly: biodegradable, phosphate free and made from renewable resources. b. Items that have stains such as grease, oil, paint, dirt, etc. require removal of stain. c. It shall be the employee's choice if there is to be starch used. d. Items with excessive spots or stains shall be replaced with a new garment and at no extra cost, at the discretion of the Department /Using Agency. L. DICONTINUED STYLES a. Should a style be discontinued during the contract period, the Contractor shall locate and recommend a comparable style to the Department/Using Agency within five (5) working days after notification of discontinued style. b. A sample may be requested before final approval by the County. M. SPECIALIZED GARMENTS a. It shall be the responsibility of the Contractor to provide garments for all employees. b. If an employee cannot wear the style or standard sizes known within the industry, the Contractor shall provide garments, as needed, from another source. c. The Department /Using Agency shall approve all special sized garments and any additional cost incurred to obtain them. N. SERVICE LOCATIONS • Monroe County Garage Complex 3583 S. Roosevelt Blvd. Key West, FL 33040 Departments Included: Facilities Maintenance Department Higgs Beach Road Department Social Services • Monroe County Courthouse Annex 502 Whitehead Street Key West, FL 33040 Department Included: Facilities Maintenance Department • Monroe County Detention Facility 5501 College Road Stock Island, FL 33040 Department Included: Correction Facilities • Big Pine Key Community Park Center 31009 Atlantis Boulevard Big Pine Key, FL 33043 Departments Included: Facilities Maintenance Department Parks & Beaches • Marathon Public Works 10600 Aviation Blvd. Marathon, FL 33050 Departments Included: Correction Facilities Facilities Maintenance Department Parks & Beaches Road Department Social Services • Plantation Key Public Works 186 Key Heights Drive Plantation Key, FL 33070 Departments Included: Correction Facilities Social Services Monroe County Public Works 300 Magnolia Street Key Largo, FL 33037 Departments Included: Facilities Maintenance Department Parks & Beaches Road Department Murray E. Nelson Government and Cultural Center 102050 Overseas Highway — MM 102 Key Largo, FL 33037 Departments Included: Card Sound Road Toll Authority 11180 State Road 905, Key Largo, FL Department Included: Facilities Maintenance Department Parks & Beaches 33037 Road Department O. SUBMITALS a. The Contractor shall be responsible to provide in their proposal, as an additional alternate item, a system, or insurance, to allow for the replacement of damaged or lost garments. b. Bid prices shall include all installation, preparation, i.e. prep charges, swing suit, name tag, County emblems, and style /color, replacement of worn out or damaged garments, and shall be on a "per employee" basis. Shirts shall be white, light brown, or light blue. Pants and /or shorts shall be light brown, dark brown or dark blue. There will be no additional fee or charge for these services when uniforms are replaced for any reason and /or new employees are added. c. Should Monroe County require additional services or items provided by Contractor but said services and /or items have not been specifically defined in the Bid Documents, then a proposal will be requested from the Contractor and, if the proposal for these services and /or items is acceptable to Monroe County, a separate purchase order will be obtained for payment thereof. In all other respects, the contract parameters will be adhered to. d. Should Monroe County require additional services or items that can be provided by Contractor, those items must be itemized, including unit cost and mark up percentage, and submitted with this bid package proposal. e. The balance of the product line shall be made available and will be used for both lease and purchased items. Submit two (2) catalogs with the bid package for this purpose. Contractor shall supply catalogs after award to each Using Agency. f. Sample swatches must be included with the bid response. Sample swatches should be 4 "X4" of fabric and colors available for each Item being bid. Each sample shall be labeled with bidder's name, bid number and bid. 3. PAYMENTS TO CONTRACTOR A. COUNTY's performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of County Commissioners. B. COUNTY shall pay in accordance with the Florida Local Government Prompt Payment Act; payment will be made after delivery and inspection by COUNTY and upon submission of a proper invoice by CONTRACTOR. C. CONTRACTOR 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. D. PAYMENT AMOUNT Item #1 - Shirts: Long Sleeve 35 % Cotton 65 % Polyester Item #IA - Shirts: Long Sleeve 100 % Cotton Item #2 - Shirts: Short Sleeve 35 % Cotton 65 % Polyester Item #2A- Shirts: Short Sleeve 100 % Cotton Item #3 - Shirts: Polo 50 % Cotton 50 % Polyester Contractor Item # $2.20 per person per week /$0.20 ea Contractor Item # $2.60 per person per week/$0.24 ea Contractor Item # $2.20 per person per week /$0.20 ea Contractor Item # $2.62 per person per week /$0.24 ea Contractor Item # $2.20 per person per week/$0.20 ea Item #4 — Pants: Long 35 % Cotton 65 % Polyester Item #4A — Pants: Long 100 % Cotton Item #5 — Pants: Shorts 35 % Cotton 65 % Polyester Item #5A — Pants: Pants will be cut to Shorts 100 % Cotton Item 46 — Pants: Cargo Shorts 35 % Cotton 65 % Polyester Item #6A — Pants: Cargo Shorts 100 % Cotton Item #7 - Shirts: Men's Sport DriFit Polo 100% Polyester Item #8 - Shirts: Women's Sport DriFit Polo 100% Polyester Item #9 — Shorts: Women's Cargo 35 % Cotton 65 % Polyester Item #9A — Shorts: Women's 35 % Cotton 65 % Polyester Item #10 — Pants: Women's Trill Flat Long 25 % Cotton 75 % Polyester Item #11 — Shirt: Safety Contractor Item # $1.54 per person per week/$0.14 ea Contractor Item # $3.30 per person per week/$0.30 ea Contractor Item # $1.54 per person per week/$0.14 ea Contractor Item # $3.30 per person per week/$0.30 ea Contractor Item # $2.62 per person per week/$0.24 ea Contractor Item # $2.62 per person per week/$0.24 ea Contractor Item # $2.20 per person per week/$0.20 ea Contractor Item # $2.20 per person per week/$0.20 ea Contractor Item # $2.62 per person per week/$0.24 ea Contractor Item # $2.62 per person per week/$0.24 ea Contractor Item # $2.20 per person per week/$0.20 ea Contractor Item # 100% Polyester $3.52 per person per week/$0.32 ea MONROE COUNTY RESERVES THE RIGHT TO CHOOSE STYLE AS INDICATED ABOVE. 4. TERMS OF AGREEMENT This Agreement shall commence on January 01, 2017, and ends upon December 31, 2017, unless terminated earlier under paragraph 18 of this Agreement. The COUNTY shall have the option to renew this Agreement for up to an additional two (2) one year periods at terms and conditions mutually agreeable to the parties, exercisable upon written notice given at least 30 days prior to the end of the initial term. Unless the context clearly indicates otherwise, references to the "term" of this Agreement shall mean the initial term of one (1) year. The Contract amount may be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index for all Urban Consumers (CPI -U) for the year ending December 31 of the previous year. 5. ACCEPTANCE OF CONDITIONS BY CONTRACTOR CONTRACTOR has, and shall maintain throughout the term of this Agreement, appropriate licenses. Proof of such licenses and approvals shall be submitted to the COUNTY upon request. 6. FINANCIAL RECORDS OF CONTRACTOR 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 four 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 Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" 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 Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119. 10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HA UESTIONS REGARDING THE APPLICATION OF CHAPTER 119 FLORIDA STATUTES TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE OF PUBLIC RECORDS B RIAN BRADLEY AT PHONE# _305- 292 -3470 BRADLEY - BRIAN MONROECOUNTY- FL.GOV MONROE _ COUNTY ATTORNE OFFIC 11 11 12 Street SUITE 408 KEY WEST FL 33040. 8. HOLD HARMLESS AND INSURANCE Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers 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, contractors or other invitees during the term of this Agreement, (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission 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, costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, costs 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. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor s failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Contractor, the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for the above. 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, CONTRACTOR shall furnish the COUNTY Certificates of Insurance indicating the minimum coverage limitations in the following amounts: WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. Where applicable, coverage to apply for all employees at a minimum statutory limits as required by Florida Law. COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no -fault coverage, with limits of liability of not less than 1,0003000.00 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. MONROE COUNTY BOARD OF COUNT COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED ONALL POLICIES EXCEPT WORKER'S COMPENSATION. 9. NON - WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of COUNTY and 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 Agreement entered into by the COUNTY be required to contain any provision for waiver. 10. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement CONTRACTOR is an independent 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 CONTRACTOR or any of his employees, subs, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 11. NONDISCRIMINATION CONTRACTOR agrees 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 national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to COUNTY and CONTRACTOR to, or the subject matter of, this Agreement. 12. ASSIGNMENT /SUBCONTRACT CONTRACTOR shall not assign or subcontract its obligations under this agreement to others, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County and CONTRACTOR, 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 sub 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. 13. COMPLIANCE WITH LAW AND LICENSE ; ICE UIREMMENTS In providing all services /goods pursuant to this agreement, CONTRACTOR shall abide by all laws of the Federal and State government, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Compliance with all laws includes, but is not limited to, the immigration laws of the Federal and State government. 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 Agreement. CONTRACTOR shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 14. DISCLOSURE AND CONFLICT OF INTEREST 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. 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 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 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. 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 Facilities Maintenance Department 3583 South Roosevelt Boulevard Key West, FL 33040 And Monroe County Attorney Post Office Box 1026 Key West, FL 33041 -1026 FOR CONTRACTOR Aramark 2351 Blount Road Pompano Beach, FL 33069 Phone: 954 590 -5160 x105 Fax: 954 369 -9029 l�`o��i Hier- ,leren�y��aak °��n�ark.co�n Jeremy Fournier, General Manager 17. TAXES COUNTY is exempt from payment of Florida State Sales and Use taxes. 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 CONTRACTOR authorized to use the COUNTY'S Tax Exemption Number in securing such materials. CONTRACTOR shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 18. TERMINATION A. The COUNTY or CONTRACTOR may terminate this Agreement for cause with seven (7) days notice to CONTRACTOR. Cause shall constitute a breach of the obligations of either party to perform the obligations enumerated under this Agreement. The parties may, but are not required to, give the other party an opportunity to cure the default within Seven (7) days upon written notice of the said default. B. Either party may terminate this agreement without cause upon sixty (60) days written notice. 19. 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 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 CONTRACTOR agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 20. MEDIATION 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. 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. 21. 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. 22. 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 and court costs as an award against the non - prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. e) 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. f) Authority. 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 and corporate action, as required by law. Each party agrees that it has had ample opportunity to submit this Contract to legal counsel of its choice and enters into this agreement freely, voluntarily and with advise of counsel. g) Claims for Federal or State Aid. Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. h) 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 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. This Agreement is not subject to arbitration. i) 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. j) 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. County or Contractor agree 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 national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. k) Covenant of No Interest. County and Contractor covenant that neither 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 only interest of each is to perform and receive benefits as recited in this Agreement. 1) Code of Ethics. 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. m) No Solicitation /Payment. 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 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. 23. 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 COUNTY and CONTRACTOR. 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 COUNTY and CONTRACTOR, 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. 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. 25. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 26. AUTHORITY 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 and corporate action, as required by law. 27. CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 28. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 29. LEGAL OBLIGATIONS AND RESPONSIBILITIES This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 30. 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 of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR 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. 38. ANNUAL APPROPRIATION The County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed this Agreement on the day and date first written above in four (4) counterparts, each of which shall, roof or accounting for the other counterparts, be deemed an original contract. BOARD OF COUNTY COMMISSIONERS VILIN, CLERK OF NROE COU Y, Mayor Date: Cp Witnesses for CONTRACTOR: Signature Date Signature 4f`person authorized to legally bffsi d Corporation Date: i, f , / �I) Print Name/ Address:: Signature Date ` - S Telephone Number STATE OF FLORIDA COUNTY OF . On this day of A . 2( before me the undersigned notary public, personally appeared _ -- known to me to be the person whose name is subscribed above or who produced "y; as identification, and acknowledged that he /she is the person who executed the above contradfwith Monroe onro County for Uniform Services for tlae purposes therein contained. No *a J I'taltii ` Pr' nt riiaat:ie a R;' ESPERAN7ARODMGUEZ My contnl a mlttts: W COMMI3 MPFF99 Y° a EXPIRES: June 20 2020 ' 4 Bonded Thru Notary Pubic Undsomthre MONROE COUNTY ATTORNEY CERTIFICATE OF LIABILITY INSURANCE page 1 of 1 12/08/2 6 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorse( If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). Willis of Pennsylvania, Inc. c/o 26 Century Blvd. P. O. Box 305191 Nashville, TN 37230 -5191 Aramark Uniform & Career Apparel, LLC Including WearGuard and Crest Divisions 115 N. First Street Burbank, CA 91502 FAX COVERAGES CERTIFICATE NUMBER: 25029338 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, F)(rl I IRInNR ANn r nNnITIONS OF SUCH POLICIES. LIMITS SHOWN M AY HAVE BEEN R EDUCED B Y PAID CLAIMS. INSR ='1DDL S TYPEOFINSURANCE_ ( ( P SUBF ( POLICY EFF P POLICYEXP A X X COMMERCIAL GENERAL LIABILITY y y H HDOG27852130 X X7.0/1/2016 1 10/1/2017 � EACHOC91 L JRR��q�OCCURRENCE C CLAIMS MADE OCCUR $ $Included $ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners AUTHORIZED REPRESENTATIVE Attn: Mr. Cary Knight - Project Manager 1100 Simonton Street, 2 -216 Key West, FL 33040 �1 Coll:4999719 Tp1:2089987 Cert:25029338 © 1988- 2015ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ,,_ n,,o AMENDED AND RESTATED AGREEMENT BETWEEN MONROE COUNTY AND ARAMARK CORPORATION This Amended and Restated Agreement is made and entered into this day of 2017, between MONROE COUNTY, FLORIDA ("COUNTY"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and Aramark Services, Inc. ("CONTRACTOR"), a foreign corporation authorized to do n LO business in the State of Florida, whose Principal Address is I 1.01 Market Street, Philadelphia, PA 19101, and whose Florida address for purposes of this Agreement is 2351 Blount Road, Pompano Beach, FL 33069. WHEREAS, COUNTY desires to provide uniforms for Monroe County Departments of Social Services, Public Works and Engineering, Fleet, and Parks and Beaches; and WHEREAS, CONTRACTOR desires and is able to provide uniform services to COUNTY; and WHEREAS, it serves a legitimate Public purpose for CONTRACTOR to provide uniform services to COUNTY, and WHEREAS, the COUNTY and CONTRACTOR previously entered into an Agreement dated November 22, 2016, (hereinafter "Original Agreement"), to provide uniforms for the aforementioned Departments, and WHEREAS, this Amended and Restated Agreement is necessary to correct certain errors subsequently discovered in the earlier Agreement and to amend the Original Agreement to add a delivery location, add service items with payment amounts, and a Notice Requirement address change; and WHEREAS, under Paragraph 2, Scope of Services, Section N, Service Locations, a service location for the Fleet Department needs to be added, and WHEREAS, under Paragraph 3, Payments to the Contractor, Section D, Payment Amount, additional uniform iterns with payment amounts to be added, and WHEREAS, under Paragraph 16, Notice of Requirement, FOR COUNTY, the address needs to be changed, and NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 1. THE AGREEMENT The Agreement consists of this document, the bid documents, exhibits, and any addenda only. 2. SCOPE OF SERVICES: A. RENTAL SERVICE a, Upon award of contract., the COUNTY shall furnish the Contractor with a list of employee's names, with the employee's department, and size, color, style, material and type of uniforms required. The County may add other Department employees to the Scope of Service upon thirty (30) days' notice to the Contractor. b. The Contractor shall supply no more than eleven (1 l) new clean shirts and eleven (1 1) new clean pairs of pants or shorts, as indicated, for each employee on the list provided by the County. c ' I'he amount of new uniforms to be distributed to County employees will be deter► by the County upon award of the Contract. The County 1 - nay adjust the amount of new uniforms needed by various County departments. J X d. The garments shall be in the sizes, color, style, and material type as referenced W on the list provided to the Contractor. Failure to provide the correct size, color, style, material and type may result in the COUNTY rejecting the CL uniform provided. e. Each week, the Conti shall obtain soiled uniforms from the locations CL E described in the section titled Service Locations, below. Soiled uniforms shall W U) he replaced with the exact size, color, style, and material type amount of clean > garments. Failure to provide the exact size, color, style, material and type may result in the COUNTY rej ecting the clean garments provided and adjusting payment accordingly. 4- i. There shall be weekly pickup and delivery of the same items laundered and pressed. 04 li. All items will be laundered, pressed (if appropriate or requested), repaired, maintained, and replaced by the Contractor. f. Replacement costs for worn or damaged items shall be borne by the Contractor. If the COUNTY request for certain items of worn and damaged clothing to be replaced, the CONTRACTOR shall replace in the next delivery. g, All the garments shall be, and at all times, remain the property of the Contractor. E at B. DIRECT PURCHASE a. All items listed shall be made available for direct purchase by the Department /Using Agency or employee, Laundering, repair, maintenance, and replacement of the items purchased by the Department/Using Agency or Z7 employee are at the cost and the responsibility of the Using Agency or employee. C. MEASUREMENTS AND FITTING a. It shall be the responsibility of the Contractor to measure each employee to ensure proper fit. b. Measurements shall be completed within thirty (30) days from notification of award. N c. Measuring shall include physical measurement taken by the Conti and shall include trying on sample uniforms of the exact style, material type and size of that being ordered. cf. Location for measuring will be at the Service Locations, but is at the discretion of each Department/Using Agency and may be revised accordingly. e. No verbal measurements will be acceptable. f. Uniforn that do not fit properly will not be accepted and shall be replaced by E the Contractor at no cost to the COUNTY. g. Normal working hours varies by Department/Using Agency and no measuring shall be done outside normal working hours. 1' 1 1 1 , 11 6=4 1 BMW a. Each shirt shall have two (2) areas of embroidery one on the right side of the chest with County logo and "Public Works", "Engineering", "Social Services", or whichever is applicable for that department below the logo, and one on the left side of the chest indicating the employee's name. b. Be attached to the uniform shirt by stitching only. c. Be designed and located per each Department /Using Agency's instructions. cl. Shall be approved by each Depart meat /Using Agency prior to use. c. Be removed when garment is no longer in service by the Departi sing Agency. f. The name should be I" tall by 3V long; logo with "Monroe County" should be 2 I/Y' round, as shown in the example below: E. EMPLOYEE ADDITIONS, SUBTRACTIONS OR LEAVES OF ABSENCE a. The Monroe County Department of Public Works and Engineering designee (Contract Monitor) will infori the Contractor of any additions or deletions from the employee list as they occur. b. All new employees shall be measured for uniforms within two (2) working days of notification. c. New employees shall be measured at a location of the Department/Using Agency's choice. d. Delivery shall be within two (2) working days of measure. e. When an employee is on leave in excess of ten (10) working days, charges shall be suspended if the Contractor has been given five (5) working days' notice. f In the event of an unforeseen leave situation, an employee can give five (5) working days' notice to the Contractor upon realization that the employee will be out for ten (10) working days or more. g. The Contractor will charge the employee for uniforms through the five (5) day notice period only. Uniforms will not be delivered to employees on leave until 3 written notice of return to work is received. Said notice will be given at least five (5) working days prior to the employee's return to work. 0." F. PICK-UP AND DELIVERY a. The COUNTY shall designate a person(s) who will be responsible to sign for all uniforms picked up and delivered within their respective departments (County's Designated Representative), and notify the Contract Monitor of any and all changes covering contract services, i,e., adding or deleting an ZD LO employee, etc. b. Upon delivery, an employee of the Contractor, in the presence of the County's Designated Representative, will count the number and types of garments delivered, and shall provide the County with a receipt stating the number and X types of garments delivered, which receipt shall be acknowledged by the W signature of the County's Designated Representative as to accuracy and receipt. At the same time, and the same locations, the Contractor shall collect CL and count, in the presence of the County's Designated Representative, all the garments previously supplied, which have become soiled, for laundering and Z71 CL E subsequent re-delivery, and shall provide the County with a receipt both as to the numbers and types of garments collected, which receipt shall be Z:1 > acknowledged by the signature of the County's Designated Representative as to accuracy and receipt. These receipts must be signed by the County's Designated Representative or the invoice cannot be processed for payment. c. Pick-up and delivery shall be made one (1) time per week, d. The location, day and estimated time shall be agreed upon by the Contractor and Depart rnent/Us in a Agency, e. The agreed upon location, day and estimated time (under normal circumstance) shall not change without prior mutual agreement. f. Deliveries shall be made between the hours of 7:00 am and 4:00 pm except on Saturdays, Sundays, holidays or when the Department/Using Agency or location is closed. g. Holidays or a change in work hours may cause the pick-up and delivery day to E change temporarily. The COUNTY and CONTRACTOR shall establish a 2! schedule for deliver and pick-LIP In advance based upon known COUNTY < Holidays or change in work hours. Z1_ 'a h. Items returned each week must equal the number of items picked up. i. Shortages must be noted on the delivery sheet at the time of delivery. J Uniforms not returned by the Contractpreceding week shall be . the preceding deducted from the invoice. k. Upon the Department/Using Agency's request, the Contractor may be required W to provide a weekly count on all items. 1. The Department/Using Agency has forty-eight (48) hours to call in any E discrepancies in the Uniform delivery. Contractor shall promptly make corrections to Uniform delivery. Contractor's failure to do so shall result in 00 the invoices being deducted accordingly. m. Uniforms for employees shall be clipped together and labeled with the employee's name. E ii. Delivery tickets shall accompany each weekly delivery and shall include, but not be limited to, the employee's name, identification number, garment inventories, sizes, soil pickup, and clean delivery amounts. 4 G. REPAIRS, REPLACEMENTS AND DEFECTS a. Repairs for rented or leased items (zippers, buttons, split searns, rips, tears, etc.) shall be the responsibility of the Contractor. b, It is the responsibility of the Department/Using Agency or employee to tao each repair with a completed service request tag, provided by the Contractor. c. All items shall be submitted with the weekly rental service and repaired or replaced by the next delivery. d. Should the repair not be completed within a one (I ) week time frame, the Contractor shall not charge for that item or it will be deducted from the invoice until repairs are accomplished. c. Worn out, faded, damaged or size changed garments shall be replaced by the Z7 X Contractor on an as needed basis Lis directed by the County at no additional W cost to the County. f. Replacement costs shall be borne by the Contractor. CL g. All items to be replaced shall be returned to the Contractor, h. There will be no fee or charge for returned items should any garment being C_ Z1_ CL E returned to Contractor be deemed unusable by Contractor. i. Failure to replace any item within thirty (30) days, as stated above, shall U) I a) constitute a breach of contract on the part of the Contractor and shall be grounds for termination of said contract. I.I. LOST ITEMS a. Any item not returned the following week shall be considered as missing and so noted on the pick-up/delivery sheet. All items not so noted shall be considered as returned by the Contractor. b. Any item not returned within two (2) weeks after being picked up shall be considered lost and the Contractor shall replace it free of charge upon the next delivery. c. Items lost by a Using Agency will be replaced by Contractor at the Using Agency's expense per the amortization schedule. d. The UsIno Agency shall assume responsibility for documenting losses. L_ L_ I. DEFECTS a. The items provided by the Contractor during initial start-LIP shall be new and free from defects. b. After initial start-tip, any defective item shall be replaced at no additional cost to the Department/Using Agency with a new item. COLORS a. Colors shall be chosen from the manufacturer's standard colors by each Department /Using Agency. b, The mixing of colors of items for a single Department /Using g Agency and/or C� employee may be chosen by a Department/Using Agency and shall be acceptable to the Contractor. K. LAUNDERING REQUIREMENTS 5 a, Items shall be laundered to the highcst industry standards with hypoallergenic detergents, neatly pressed (if required) and returned to each Department /Using Agency each week. Whenever possible the detergents should be green and environmentally friendly: biodegradable, phosphate free and made from renewable resources, h. Items that have stains such as grease, oil, paint, dirt, etc. require removal of the stain. c. It shall be the employee's choice if there is to be starch used. d. Items with excessive spots or stains shall be replaced with a new garment and at no extra cost, at the discretion of the Department/Usin g Agency. t� L. DICONTINUED STYLES a. Should a style be discontinued during the contract period, the Conti shall locate and recommend a comparable style to the Department/Using Agency within five (5) working days after notification of discontinued style. b. A sample may be requested before final approval by the County. M. SPECIALIZED GARMENTS a. It shall be the responsibility of the Conti to provide garments for all Z1- employees. b. If an employee cannot wear the style or standard sizes known within the industry, the Contractor shall provide garnients, as needed, from another source. c. The Department/Using Agency shall approve all special sized garments and any additional cost incurred to obtain them. N. SERVICE LOCATIONS 0 Monroe County Garage Complex 3583 S. Roosevelt Blvd, Key West, FL 33040 Departments Included: Facilities Maintenance Department Hivat�o s Beach Road Department Social Services Fleet Department Monroe County Courthouse Annex 502 Whitehead Street Key West, FL 33040 Department Included: Facilities Maintenance Department Monroe County Detention Facility 5501 College Road Stock Island, FL 33040 Department Included: Correction Facilities 0 Big Pine Key Community Park Center 31009 Atlantis Boulevard 6 Big Pine Key, FL 33043 zn Departments Included: • Marathon Public Works 10600 Aviation Blvd. Marathon, FL 33050 Departments Included: • Plantation Key Public Works 186 Key Heights Drive Plantation Key, FL 33070 Departments Included: Plantation Key Garage Complex 87831 Overseas Highway Islarnorada, FL 33036 Departments Included: Monroe County Public Works 300 Magnolia Street Key Largo, FL 33037 Departments Included: Facilities Maintenance Department Parks & Beaches Correction Facilities Facilities Maintenance Department Parks & Beaches Social Set-vice". Fleet Department Correction Facilities Fleet Department Social Services Facilities Maintenance Department Parks & Beaches Road Department • Murray E. Nelson Government and Cultural Center 102050 Overseas Highway — MM 102 Key Largo, FL 33037 Departments Included: Facilities Maintenance Department Parks & Beaches • Card Sound Road Toll Authority 11180 State Road 905 Key Lai FL 33037 Z-1 Department Included: Road Department 0. SUBMITTALS a. The Contractor shall be responsible to provide in their proposal, as an additional alternate item, a system, or insurance, to allow for the replacement of damaged or lost garments. b. Bid prices shall include all installation, preparation, i.e. prep charges, swing suit, name tag" County emblems, and style/color, replacement of worn Out or damaged garments, and shall be on a "per employee" basis. Shirts shall be white, light brown, or light blue. Pants and/or shorts shall be light brown, 7 dark brawn, or dark blue. There will be no additional fee or charge for these services when unifon-ris are replaced for any reason and/or new employees are added. c. should Monroe County require additional services or items provided by Contractor but said services and/or items have not been specifically defined in the Sid Documents, then a proposal will be requested from the Contractor and, if the proposal for these services and/or items is acceptable to Monroe County, a separate purchase order will be obtained for payment thereof. In all other respects, the contract parameters will be adhered to. d.. should Monroe County require additional services or items that can be provided by Contractor, those items must be itemized, including unit cost and mark up percentage, and submitted with this bid package proposal. c. The balance of the product line shall be made available and will be used for bath lease and purchased items. Submit two (2) catalogs with the bid package for this purpose. Contractor shall supply catalogs after award to each Using Agency. f: Sample swatches roust be included with the bid response. Sample swatches should be 4 "X4" of fabric and colors available for each Item being bid.. Each sample shall be labeled with bidder's name, bid number and bid. A. COUNT'Y's performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of County Commissioners. B. COUNTY shall pay in accordance with the Florida Local Government Prompt Payment Act; payment will be made after delivery and inspection by COUNTY and upon submission of a proper invoice by CONTRACTOR. C. CONTRACTOR shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk, on a MONTHLY schedule in arrears. Acceptability to the Clerk is based an generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. D. PAYMENT AMOUNT Item #1 - Shirts. Long Sleeve 35 %© Cotton 65 % Polyester Item #1A - Shirts:. Lung Sleeve 100 % Cotten Item. #2 - Shirts: Short Sleeve 35 % Cotton 65 % Polyester Item #2A- Shirts. Short Sleeve 100 % Cotton Contractor Item # GS0007 $2.20 per person per week/$0.20 ea Contractor Item # GSO448 $2.60 per person per week/$0.24 ca Contractor Item #GS00119 $2.20 per person per week/$0.20 ea Contractor Item ## GSO449 $2.62 per person per week/$0.24 ea a Item #3 —Pants: Long; Contractor Item # GP0002 35 % Cotton 65 ° o Polyester $1...54 per person per week/$0.14 ea Item ##A —Pants: Long Contractor Item ## GP0171 100 % Cotton $3.30 per person per week/$0.30 ea Item #4 — Pants. Shorts Contractor Item ## GP0096 35 % Cotton 65 % Polyester $1.54 per person per week /$0.14 ea Item #5 — Pants; Cargo Shorts Contractor Item ## GP0730 35 % Cotton 65 % Polyester $2.62 per person per week/$0.24 ea Item #6 ; Shirts; Men's Sport DriFit Polo Contractor Item # GS1724 100 % Polyester $2.20 per person per week/$0.20 ea Item #7 - Shirts: Women's Sport DriFit Polo Contractor Item ## GS1957 100 % Polyester $2.20 per person per week/$0.20 ea Item #8 — Shorts: Women's Cargo Contractor Item ## GPI038 35 % Cotton 65 %p Polyester $2.62 per person per week/$0.24 ea Item #9 — Pants: Women's Flat Front Long Contractor Item # GPI036 35 % Cotton 65 % Polyester $2.20 per person per week/$0.20 ea Item #10 — Shirt Short Sleeve: Safety Yellow Contractor Item # GS0897 100 % polyester $3.52 per person per week/0.32 ea Item #11 —Shirt Long Sleeve. Safety Yellow Contractor Item # GS096 100 % Polyester $3.52 per person per week/$0.32 ea Item #12— Pants: Long Cargo Pants Contractor Item ## GP0621 35 % Cotton 65 % Polyester $3.08 per person per week /$0.28 ea Item #13— Pants: Long Women's Carlo Pants Contractor Item # GP1.037 35 % Cotton 65 % Polyester $3.08 per person per week/$0.28 e MONROE COUNTY RESERVES THE RIGHT TO CHOOSE STYLE AS INDICATED ABOVE. 4. TERMS OF AGREEMENT This Agreement shall commence on January 01, 2017, and ends upon December 31, 2017, unless tern nated earlier under paragraph 18 of this Agreement. The COUNTY shall have the option to renew this Agreement for up to an additional two (2) one year periods at terms and conditions mutually agreeable to the parties, exercisable upon written notice given at least thirty (30) days prior to the end of the initial term. Unless the context clearly indicates otherwise, references to the "term" of this Agreement shall mean the initial terra of one (l) year. The Contract amount may be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index for all Urban Consumers (CPI -U) for the year ending December 31 of the previous year. I 5. ACCEPTANCE OF CONDITIONS BY CONTRACTOR CONTRACTOR has, and shall maintain throughout the term of this Agreement, appropriate licenses. Proof of such licenses and approvals shall be submitted to the COUNTY upon request. 6.FINANCIAL RECORDS OF CONTRACTOR 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 then 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 four (4) 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 See, 55.03, Fla. Stat., running from the date the monies were paid to CONTRACTOR. 7.PUBLIC ACCESS Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of', all documents, records, papers, letters or other "public record" 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 Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Conti Failure of the Contractor to abide by the terms of' this provision shall be deerned a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, he entitled to Z:� reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to Fla. Stat. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of UIE the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would he required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public E records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon con of the contract, the LO Conti shall meet all applicable requirements for retaining public records. All records stored z electronically must be provided to the County upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. X (5) A request to inspect or copy public records relating to a County contract InUst be W zn '@ made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the CL records to the County or allow the records to be inspected or copied within a reasonable time. CL If the Contractor does not comply with the County's request for records, the County shall E enforce the public records contract provisions in accordance with the contract, notwithstanding a the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who falls to provide the public records to the County or pursuant to a valid public records request within a reasonable tli may be Subject to penalties under section 119. 10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. 91101��O � RJEFRYMIF1 111 MHEIRM 33040. &HOLD HARMLESS AND INSURANCE Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers 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, contractors or other invitees during the term of this Agreement, (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission 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 tern of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than Contractor). Insofar as the claims, actions, causes Of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this 0 section will survive the expiration of the tern of this Agreement or any earlier termination of this M LO Agreement, E. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor s failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Contractor, the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for the above. 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, CONTRACTOR shall furnish the COUNTY Certificates of Insurance indicating the minimum coverage limitations in the following amounts: WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. Where applicable, coverage to apply for all employees at a rninirriurn statutory limits as required by Florida Law, 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 hnut 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 X1,000, 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. 12 MONROE COUNTY BOARD OF COUNT COMMISSIONERS MUST BE NAMED AS ADDITIONALINSURED ON ALL POLICIES EXCEPT (WORKER'S COMPENSATION. K 9.NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of 'a COUNTY and CONTRACTOR in this Agreement and the acquisition of any commercial E liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a WL11VCr Of 11 - 11MUnity to the extent of liability coverage, nor shall any Agreement entered into by the COUNTY be required to contain any provision for LO 04 waiver. — 10. INDEPENDENT CONTRACTOR At all tinies and for all purposes under this agreement CONTRACTOR is an independent 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 CONTRACTOR or any of his employees, subs, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 11. NONDISCRIMINATION CONTRACTOR agrees 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 V11 of the Civil Rights Act of 1964 (PL 88-352), which prohibits discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits discrimination on the basis of handicaps 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of dru abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title V111 of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 1201), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 13, Article V1, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) Any other nondiscrimination provisions in any federal or state statutes which may apply to COUNTY and CONTRACTOR to, or the subject matter of, this Agreement. 12.ASSIGNMENT/St1B CONTRACT 13 CONTRACTOR shall not assign or subcontract its obligations under this agreement to others, except in writing and with the prior written approval of the Board of County Z--1 Commissioners of Monroe County and CONTRACTOR, which approval shall he subject to such 'a 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 sub 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 E Z board. 1.3. COMPLIANCE WITH LAW AND LICENSE REQUIREMENTS In providing all services/goods pursuant to this agreement, CONTRACTOR shall abide by all laws of the Federal and State government, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Compliance with all laws includes, but is not limited to, the immigration laws of the Federal and State government. 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 Agreement. CONTRACTOR shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 14.DISCLOSURE AND CONFLICT OF INTEREST CONTRACTOR represents that it, its directors, principals 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 11'x.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. 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 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.NQ PLEDGE OF CREDIT 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. 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.NOTICERDQUIREMENT 14 Any notice required or permitted Under this agreement. shall be in writing and hand Z:� delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY: Monroe County Facilities Maintenance Department 1100 S I monton Street 2"" Floor, Room 2-216 Key West, FL 33040 FOR CONTRACTOR: AFamark Services, Inc. 2351 Blount Road Pompano, Beach, FL 33069 Phone: (954) 590-5160 x 105 Fax: (954) 369-9029 And Monroe County Attorney Post Office Box 1026 Key West, FL 33041-1026 Jeremy Fournier, General Manager 17JAXES COUNTY is exempt from payment of Florida State Sales and Use taxes, 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 CONTRACTOR authorized to use the COUNTY Tax Exemption Number in securing such materials. CONTRACTOR shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 4-7 I.&TERMINATION a. The COUNTY or CONTRACTOR may terminate this Agreement for cause with seven (7) days notice to CONTRACTOR. Cause shall constitute a breach of the obligations of either party to perform the obligations enumerated under this Agreement. The parties may, but are not required to, give the other party an opportunity to cure the default within seven (7) days C- upon written notice of the said default. b. Either party may terminate this agreement without cause upon sixty (60) days written notice, 19.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 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 CONTRACTOR agree that venue will lie in Zn the appropriate court or before the appropriate administrative body in Monroe County, Florida. 20.MEDIATION The COUNTY and CONTRACTOR agree that, in the event of conflicting interpretations of 47 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. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the 99 Florida Rules Of Civil Procedure and usual and Customary procedures required by the circuit court of Monroe County. 21.SEVERA113ILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or pet 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. 22.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 I-- this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs as an award against the non-prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. 23.COVENANT OF NO INTEREST County and Contractor covenant that neither 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 only interest of each is to perform and receive benefits as recited in this Ln Agreement. C� 24.CODE OF ETHICS 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 4:� t� business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 25. NO SOLICITATION/PAYMENT 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 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. 26.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 COUNTY and 16 CONTRACTOR.. If the issue or issues are still not resolved to the satisfaction of COUNTY and CONTRACTOR, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 1, 27. 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. 28. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 29. AUTHORITY 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 and corporate action, as required by law. Each party agrees that it has had ample opportunity to submit this Contract to legal counsel of its choice and enters into this agreement freely, voluntarily and with advise of counsel. 30. CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the put of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 31. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the !COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 32. LEGAL OBLIGATIONS AND RESPONSIBILITIES This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the 17 constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. K 33. 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 an third-party claim or entitlement to or benefit of any service y E or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR 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 Linder this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes 2! contemplated in this Agreement. 34. ATTESTATIONS CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 35. 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, 36. 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. 37. 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 L_ will not be used in the interpretation of any provision of this Agreement. 38. PUBLIC ENTITY CRIME INFORMATION STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a Construction Manager, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list," 18 39. MUTUAL REVIEW This agreement has been carefully reviewed by Contractor and the Count . therefore, this agreement Is not to be construed against either party on the basis of authorship. b, t, The terms and conditions of the bid documents are incorporated by reference in this contract agreement. 41. ANNUAL APPROPRIATION The County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated and the County has no further obligation under the terms of this Agreement to the Contractor beyond that C, C> already incurred by the termination date. 42. Except as set forth herein of this Amended and Restated Agreement, in all other respects, the tern and conditions set forth in the Original Agreement as restated herein remain in full force and effect. IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed this Amended and Restated 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: KEVIN MADOK, CLERK OF MONROE COUNTY, FLOIDA a Deputy Clerk Date: Witnesses for CONTRACTOR: gnature Date By: Mayor Date: CONTRACTOR: A RVICES,, INC. 7orperson Sign ure so authorized to leg lly binod Cornc (�orporation Date: Print Narrit Title 12V Address: --parfl -% Telephone Number =0-% '5 a WO 6 M* 0 N"M PATRICIA EABLES ASSISTANT COUNTY ATTORNEY DATE� I � 19 AMENDED AND RESTATED AGREEMENT BETWEEN MONROE COUNTY AND ARAMARK CORPORATION FOR UNIFORM SERVICES This Amended and Restated Agreement is made and entered into this day of , 2017, between MONROE COUNTY, FLORIDA ( "COUNTY "), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and Aramark Services, Inc. ( "CONTRACTOR "), a foreign corporation authorized to do business in the State of Florida, whose Principal Address is 1101 Market Street, Philadelphia, PA 19101, and whose Florida address for purposes of this Agreement is 2351 Blount Road, Pompano Beach, FL 33069. WHEREAS, COUNTY desires to provide uniforms for Monroe County Departments of Social Services, Public Works and Engineering, Fleet, and Parks and Beaches; and WHEREAS, CONTRACTOR desires and is able to provide uniform services to COUNTY; and WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide uniform services to COUNTY, and WHEREAS, the COUNTY and CONTRACTOR previously entered into an Agreement dated November 22, 2016, (hereinafter "Original Agreement "), to provide uniforms for the aforementioned Departments, and WHEREAS, this Amended and Restated Agreement is necessary to correct certain errors subsequently discovered in the earlier Agreement and to amend the Original Agreement to add a delivery location, add service items with payment amounts, and a Notice Requirement address change; and WHEREAS, under Paragraph 2, Scope of Services, Section N, Service Locations, a service location for the Fleet Department needs to be added, and WHEREAS, under Paragraph 3, Payments to the Contractor, Section D, Payment Amount, additional uniform items with payment amounts to be added, and WHEREAS, under Paragraph 16, Notice of Requirement, FOR COUNTY, the address needs to be changed, and NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 1. THE AGREEMENT The Agreement consists of this document, the bid documents, exhibits, and any addenda only. 1 2. SCOPE OF SERVICES: A. RENTAL SERVICE a. Upon award of contract, the COUNTY shall furnish the Contractor with a list of employee's names, with the employee's department, and size, color, style, material and type of uniforms required. The County may add other Department employees to the Scope of Service upon thirty (30) days' notice to the Contractor. b. The Contractor shall supply no more than eleven (11) new clean shirts and eleven (11) new clean pairs of pants or shorts, as indicated, for each employee on the list provided by the County. c. The amount of new uniforms to be distributed to County employees will be determined by the County upon award of the Contract. The County may adjust the amount of new uniforms needed by various County departments. d. The garments shall be in the sizes, color, style, and material type as referenced on the list provided to the Contractor. Failure to provide the correct size, color, style, material and type may result in the COUNTY rejecting the uniform provided. e. Each week, the Contractor shall obtain soiled uniforms from the locations described in the section titled Service Locations, below. Soiled uniforms shall be replaced with the exact size, color, style, and material type amount of clean garments. Failure to provide the exact size, color, style, material and type may result in the COUNTY rejecting the clean garments provided and adjusting payment accordingly. i. There shall be weekly pickup and delivery of the same items laundered and pressed. ii. All items will be laundered, pressed (if appropriate or requested), repaired, maintained, and replaced by the Contractor. f. Replacement costs for worn or damaged items shall be borne by the Contractor. If the COUNTY request for certain items of worn and damaged clothing to be replaced, the CONTRACTOR shall replace in the next delivery. g. All the garments shall be, and at all times, remain the property of the Contractor. B. DIRECT PURCHASE a. All items listed shall be made available for direct purchase by the Department/Using Agency or employee. Laundering, repair, maintenance, and replacement of the items purchased by the Department /Using Agency or employee are at the cost and the responsibility of the Using Agency or employee. C. MEASUREMENTS AND FITTING a. It shall be the responsibility of the Contractor to measure each employee to ensure proper fit. b. Measurements shall be completed within thirty (30) days from notification of award. 2 c. Measuring shall include physical measurement taken by the Contractor and shall include trying on sample uniforms of the exact style, material type and size of that being ordered. d. Location for measuring will be at the Service Locations, but is at the discretion of each Department /Using Agency and may be revised accordingly. e. No verbal measurements will be acceptable. f. Uniforms that do not fit properly will not be accepted and shall be replaced by the Contractor at no cost to the COUNTY. g. Normal working hours varies by Department/Using Agency and no measuring shall be done outside normal working hours. Q PATCHES & LOGOS a. Each shirt shall have two (2) areas of embroidery; one on the right side of the chest with County logo and "Public Works ", "Engineering ", "Social Services ", or whichever is applicable for that department below the logo, and one on the left side of the chest indicating the employee's name. b. Be attached to the uniform shirt by stitching only. c. Be designed and located per each Department/Using Agency's instructions. d. Shall be approved by each Department/Using Agency prior to use. e. Be removed when garment is no longer in service by the Department/Using Agency. f. The name should be 1" tall by 3 1 /2 " long; logo with "Monroe County" should be 2/z" round, as shown in the example below: E. EMPLOYEE ADDITIONS, SUBTRACTIONS OR LEAVES OF ABSENCE a. The Monroe County Department of Public Works and Engineering designee (Contract Monitor) will inform the Contractor of any additions or deletions from the employee list as they occur. b. All new employees shall be measured for uniforms within two (2) working days of notification. c. New employees shall be measured at a location of the Department/Using Agency's choice. d. Delivery shall be within two (2) working days of measure. e. When an employee is on leave in excess of ten (10) working days, charges shall be suspended if the Contractor has been given five (5) working days' notice. f. In the event of an unforeseen leave situation, an employee can give five (5) working days' notice to the Contractor upon realization that the employee will be out for ten (10) working days or more. g. The Contractor will charge the employee for uniforms through the five (5) day notice period only. Uniforms will not be delivered to employees on leave until 3 written notice of return to work is received. Said notice will be given at least five (5) working days prior to the employee's return to work. F. PICK -UP AND DELIVERY a. The COUNTY shall designate a person(s) who will be responsible to sign for all uniforms picked up and delivered within their respective departments (County's Designated Representative), and notify the Contract Monitor of any and all changes covering contract services, i.e., adding or deleting an employee, etc. b. Upon delivery, an employee of the Contractor, in the presence of the County's Designated Representative, will count the number and types of garments delivered, and shall provide the County with a receipt stating the number and types of garments delivered, which receipt shall be acknowledged by the signature of the County's Designated Representative as to accuracy and receipt. At the same time, and the same locations, the Contractor shall collect and count, in the presence of the County's Designated Representative, all the garments previously supplied, which have become soiled, for laundering and subsequent re- delivery, and shall provide the County with a receipt both as to the numbers and types of garments collected, which receipt shall be acknowledged by the signature of the County's Designated Representative as to accuracy and receipt. These receipts must be signed by the County's Designated Representative or the invoice cannot be processed for payment. c. Pick -up and delivery shall be made one (1) time per week. d. The location, day and estimated time shall be agreed upon by the Contractor and Department/Using Agency. e. The agreed upon location, day and estimated time (under normal circumstance) shall not change without prior mutual agreement. f. Deliveries shall be made between the hours of 7:00 am and 4:00 pm except on Saturdays, Sundays, holidays or when the Department/Using Agency or location is closed. g. Holidays or a change in work hours may cause the pick -up and delivery day to change temporarily. The COUNTY and CONTRACTOR shall establish a schedule for deliver and pick -up in advance based upon known COUNTY Holidays or change in work hours. h. Items returned each week must equal the number of items picked up. i. Shortages must be noted on the delivery sheet at the time of delivery. j. Uniforms not returned by the Contractor from the preceding week shall be deducted from the invoice. k. Upon the Department/Using Agency's request, the Contractor may be required to provide a weekly count on all items. 1. The Department/Using Agency has forty -eight (48) hours to call in any discrepancies in the Uniform delivery. Contractor shall promptly make corrections to Uniform delivery. Contractor's failure to do so shall result in the invoices being deducted accordingly. m. Uniforms for employees shall be clipped together and labeled with the employee's name. n. Delivery tickets shall accompany each weekly delivery and shall include, but not be limited to, the employee's name, identification number, garment inventories, sizes, soil pickup, and clean delivery amounts. 4 G. REPAIRS, REPLACEMENTS AND DEFECTS a. Repairs for rented or leased items (zippers, buttons, split seams, rips, tears, etc.) shall be the responsibility of the Contractor. b. It is the responsibility of the Department/Using Agency or employee to tag each repair with a completed service request tag, provided by the Contractor. c. All items shall be submitted with the weekly rental service and repaired or replaced by the next delivery. d. Should the repair not be completed within a one (1) week time frame, the Contractor shall not charge for that item or it will be deducted from the invoice until repairs are accomplished. e. Worn out, faded, damaged or size changed garments shall be replaced by the Contractor on an as needed basis as directed by the County at no additional cost to the County. f. Replacement costs shall be borne by the Contractor. g. All items to be replaced shall be returned to the Contractor. h. There will be no fee or charge for returned items should any garment being returned to Contractor be deemed unusable by Contractor. i. Failure to replace any item within thirty (30) days, as stated above, shall constitute a breach of contract on the part of the Contractor and shall be grounds for termination of said contract. H. LOST ITEMS a. Any item not returned the following week shall be considered as missing and so noted on the pick -up /delivery sheet. All items not so noted shall be considered as returned by the Contractor. b. Any item not returned within two (2) weeks after being picked up shall be considered lost and the Contractor shall replace it free of charge upon the next delivery. c. Items lost by a Using Agency will be replaced by Contractor at the Using Agency's expense per the amortization schedule. d. The Using Agency shall assume responsibility for documenting losses. I. DEFECTS a. The items provided by the Contractor during initial start -up shall be new and free from defects. b. After initial start -up, any defective item shall be replaced at no additional cost to the Department/Using Agency with a new item. J. COLORS a. Colors shall be chosen from the manufacturer's standard colors by each Department/Using Agency. b. The mixing of colors of items for a single Department/Using Agency and /or employee may be chosen by a Department/Using Agency and shall be acceptable to the Contractor. K. LAUNDERING REQUIREMENTS 5 a. Items shall be laundered to the highest industry standards with hypoallergenic detergents, neatly pressed (if required) and returned to each Department /Using Agency each week. Whenever possible the detergents should be green and environmentally friendly: biodegradable, phosphate free and made from renewable resources. b. Items that have stains such as grease, oil, paint, dirt, etc. require removal of the stain. c. It shall be the employee's choice if there is to be starch used. d. Items with excessive spots or stains shall be replaced with a new garment and at no extra cost, at the discretion of the Department /Using Agency. L. DICONTINUED STYLES a. Should a style be discontinued during the contract period, the Contractor shall locate and recommend a comparable style to the Department/Using Agency within five (5) working days after notification of discontinued style. b. A sample may be requested before final approval by the County. M. SPECIALIZED GARMENTS a. It shall be the responsibility of the Contractor to provide garments for all employees. b. If an employee cannot wear the style or standard sizes known within the industry, the Contractor shall provide garments, as needed, from another source. c. The Department/Using Agency shall approve all special sized garments and any additional cost incurred to obtain them. N. SERVICE LOCATIONS • Monroe County Garage Complex 3583 S. Roosevelt Blvd. Key West, FL 33040 Departments Included: Facilities Maintenance Department Higgs Beach Road Department Social Services Fleet Department • Monroe County Courthouse Annex 502 Whitehead Street Key West, FL 33040 Department Included: Facilities Maintenance Department • Monroe County Detention Facility 5501 College Road Stock Island, FL 33040 Department Included: Correction Facilities • Big Pine Key Community Park Center 31009 Atlantis Boulevard 10 Big Pine Key, FL 33043 Departments Included: • Marathon Public Works 10600 Aviation Blvd. Marathon, FL 33050 Departments Included: • Plantation Key Public Works 186 Key Heights Drive Plantation Key, FL 33070 Departments Included: • Plantation Key Garage Complex 87831 Overseas Highway Islamorada, FL 33036 Departments Included: • Monroe County Public Works 300 Magnolia Street Key Largo, FL 33037 Departments Included: Facilities Maintenance Department Parks & Beaches Correction Facilities Facilities Maintenance Department Parks & Beaches Social Services Fleet Department Correction Facilities Fleet Department Social Services Facilities Maintenance Department Parks & Beaches Road Department • Murray E. Nelson Government and Cultural Center 102050 Overseas Highway — MM 102 Key Largo, FL 33037 Departments Included: Facilities Maintenance Department Parks & Beaches • Card Sound Road Toll Authority 11180 State Road 905 Key Largo, FL 33037 Department Included: Road Department O. SUBMITTALS a. The Contractor shall be responsible to provide in their proposal, as an additional alternate item, a system, or insurance, to allow for the replacement of damaged or lost garments. b. Bid prices shall include all installation, preparation, i.e. prep charges, swing suit, name tag, County emblems, and style /color, replacement of worn out or damaged garments, and shall be on a "per employee" basis. Shirts shall be white, light brown, or light blue. Pants and /or shorts shall be light brown, 7 dark brown, or dark blue. There will be no additional fee or charge for these services when uniforms are replaced for any reason and /or new employees are added. c. Should Monroe County require additional services or items provided by Contractor but said services and /or items have not been specifically defined in the Bid Documents, then a proposal will be requested from the Contractor and, if the proposal for these services and /or items is acceptable to Monroe County, a separate purchase order will be obtained for payment thereof. In all other respects, the contract parameters will be adhered to. d. Should Monroe County require additional services or items that can be provided by Contractor, those items must be itemized, including unit cost and mark up percentage, and submitted with this bid package proposal. e. The balance of the product line shall be made available and will be used for both lease and purchased items. Submit two (2) catalogs with the bid package for this purpose. Contractor shall supply catalogs after award to each Using Agency. f. Sample swatches must be included with the bid response. Sample swatches should be 4 "X4" of fabric and colors available for each Item being bid. Each sample shall be labeled with bidder's name, bid number and bid. 3. PAYMENTS TO CONTRACTOR A. COUNTY's performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of County Commissioners. B. COUNTY shall pay in accordance with the Florida Local Government Prompt Payment Act; payment will be made after delivery and inspection by COUNTY and upon submission of a proper invoice by CONTRACTOR. C. CONTRACTOR 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. D. PAYMENT AMOUNT Item #1 - Shirts: Long Sleeve Contractor Item # GS0007 35 % Cotton 65 % Polyester $2.20 per person per week/$0.20 ea Item #lA - Shirts: Long Sleeve 100 % Cotton Contractor Item # GSO448 $2.60 per person per week/$0.24 ea Item #2 - Shirts: Short Sleeve 35 % Cotton 65 % Polyester Item #2A- Shirts: Short Sleeve 100 % Cotton Contractor Item #GS0019 $2.20 per person per week/$0.20 ea Contractor Item # GSO449 $2.62 per person per week/$0.24 ea Item #3 —Pants: Long Contractor Item # GP0002 35 % Cotton 65 % Polyester $1.54 per person per week/$0.14 ea Item #3A —Pants: Long Contractor Item # GPO171 100 % Cotton $3.30 per person per week/$0.30 ea Item #4 — Pants: Shorts Contractor Item # GP0096 35 % Cotton 65 % Polyester $1.54 per person per week/$0.14 ea Item #5 — Pants: Cargo Shorts Contractor Item # GP0730 35 % Cotton 65 % Polyester $2.62 per person per week/$0.24 ea Item #6 - Shirts: Men's Sport DriFit Polo Contractor Item # GS1724 100% Polyester $2.20 per person per week/$0.20 ea Item #7 - Shirts: Women's Sport DriFit Polo Contractor Item # GS1957 100% Polyester $2.20 per person per week/$0.20 ea Item #8 — Shorts: Women's Cargo Contractor Item # GP1038 35 % Cotton 65 % Polyester $2.62 per person per week/$0.24 ea Item #9 — Pants: Women's Flat Front Long Contractor Item # GP1036 35 % Cotton 65 % Polyester $2.20 per person per week/$0.20 ea Item #10 — Shirt Short Sleeve: Safety Yellow Contractor Item # GS0897 100% Polyester $3.52 per person per week/$0.32 ea Item #11 —Shirt Long Sleeve: Safety Yellow Contractor Item # GS0896 100% Polyester $3.52 per person per week/$0.32 ea Item #12— Pants: Long Cargo Pants Contractor Item # GP0621 35 % Cotton 65 % Polyester $3.08 per person per week/$0.28 ea Item #13— Pants: Long Women's Cargo Pants Contractor Item # GP1037 35 % Cotton 65 % Polyester $3.08 per person per week/$0.28 ea MONROE COUNTY RESERVES THE RIGHT TO CHOOSE STYLE AS INDICATED ABOVE. 4. TERMS OF AGREEMENT This Agreement shall commence on January 01, 2017, and ends upon December 31, 2017, unless terminated earlier under paragraph 18 of this Agreement. The COUNTY shall have the option to renew this Agreement for up to an additional two (2) one year periods at terms and conditions mutually agreeable to the parties, exercisable upon written notice given at least thirty (30) days prior to the end of the initial term. Unless the context clearly indicates otherwise, references to the "term" of this Agreement shall mean the initial term of one (1) year. 9 The Contract amount may be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index for all Urban Consumers (CPI -U) for the year ending December 31 of the previous year. 5. ACCEPTANCE OF CONDITIONS BY CONTRACTOR CONTRACTOR has, and shall maintain throughout the term of this Agreement, appropriate licenses. Proof of such licenses and approvals shall be submitted to the COUNTY upon request. 6. FINANCIAL RECORDS OF CONTRACTOR 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 four (4) 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, Fla. Stat., running from the date the monies were paid to CONTRACTOR. 7. PUBLIC ACCESS Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" 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 Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to Fla. Stat. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 10 (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305- 292 -3470 BRADLEY - BRIAN(&,MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL 33040. 8. HOLD HARMLESS AND INSURANCE Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers 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 11 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, contractors or other invitees during the term of this Agreement, (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission 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, costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, costs 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. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor s failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Contractor, the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for the above. 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, CONTRACTOR shall furnish the COUNTY Certificates of Insurance indicating the minimum coverage limitations in the following amounts: WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. Where applicable, coverage to apply for all employees at a minimum statutory limits as required by Florida Law. 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 12 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. MONROE COUNTY BOARD OF COUNT COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED ONALL POLICIES EXCEPT WORKER'S COMPENSATION. 9. NON - WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of COUNTY and 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 Agreement entered into by the COUNTY be required to contain any provision for waiver. 10. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement CONTRACTOR is an independent 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 CONTRACTOR or any of his employees, subs, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 11. NONDISCRIMINATION CONTRACTOR agrees 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 VII of the Civil Rights Act of 1964 (PL 88 -352), which prohibits discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 6101 - 6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 1201), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) Any other nondiscrimination provisions in any federal or state statutes which may apply to COUNTY and CONTRACTOR to, or the subject matter of, this Agreement. 13 12. ASSIGNMENT /SUBCONTRACT CONTRACTOR shall not assign or subcontract its obligations under this agreement to others, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County and CONTRACTOR, 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 sub 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. 13. COMPLIANCE WITH LAW AND LICENSE REQUIREMENTS In providing all services /goods pursuant to this agreement, CONTRACTOR shall abide by all laws of the Federal and State government, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Compliance with all laws includes, but is not limited to, the immigration laws of the Federal and State government. 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 Agreement. CONTRACTOR shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 14. DISCLOSURE AND CONFLICT OF INTEREST CONTRACTOR represents that it, its directors, principals 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. 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 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 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. CONTRACTOR further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 14 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 parry by certified mail, returned receipt requested, to the following: FOR COUNTY Monroe County Facilities Maintenance Department 1100 Simonton Street 2 nd Floor, Room 2 -216 Key West, FL 33040 FOR CONTRACTOR Aramark Services, Inc. 2351 Blount Road Pompano Beach, FL 33069 Phone: (954) 590 -5160 x105 Fax: (954) 369 -9029 Fournier- Jeremy(a,aramark.com And Monroe County Attorney Post Office Box 1026 Key West, FL 33041 -1026 17. TAXES Jeremy Fournier, General Manager COUNTY is exempt from payment of Florida State Sales and Use taxes. 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 CONTRACTOR authorized to use the COUNTY'S Tax Exemption Number in securing such materials. CONTRACTOR shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 18. TERMINATION a. The COUNTY or CONTRACTOR may terminate this Agreement for cause with seven (7) days notice to CONTRACTOR. Cause shall constitute a breach of the obligations of either parry to perform the obligations enumerated under this Agreement. The parties may, but are not required to, give the other parry an opportunity to cure the default within seven (7) days upon written notice of the said default. b. Either party may terminate this agreement without cause upon sixty (60) days written notice. 19. 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 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 CONTRACTOR agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 20. MEDIATION 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. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the 15 Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 21. 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. 22. 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 and court costs as an award against the non - prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. 23. COVENANT OF NO INTEREST County and Contractor covenant that neither 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 only interest of each is to perform and receive benefits as recited in this Agreement. 24. CODE OF ETHICS 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. 25. NO SOLICITATION /PAYMENT 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 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. 26. 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 COUNTY and 16 CONTRACTOR. If the issue or issues are still not resolved to the satisfaction of COUNTY and CONTRACTOR, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 27. COOPERATION In the event any administrative or legal proceeding is instituted against either parry 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 parry to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 28. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 29. AUTHORITY 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 and corporate action, as required by law. Each parry agrees that it has had ample opportunity to submit this Contract to legal counsel of its choice and enters into this agreement freely, voluntarily and with advise of counsel. 30. CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 31. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 32. LEGAL OBLIGATIONS AND RESPONSIBILITIES This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the 17 constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 33. 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 of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR 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. 34. ATTESTATIONS CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 35. 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. 36. 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. 37. 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. 38. PUBLIC ENTITY CRIME INFORMATION STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a Construction Manager, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." 18 39. MUTUAL REVIEW This agreement has been carefully reviewed by Contractor and the County therefore, this agreement is not to be construed against either party on the basis of authorship. 40. INCORPORATION OF BID DOCUMENTS The terms and conditions of the bid documents are incorporated by reference in this contract agreement. 41. ANNUAL APPROPRIATION The County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. 42. Except as set forth herein of this Amended and Restated Agreement, in all other respects, the terms and conditions set forth in the Original Agreement as restated herein remain in full force and effect. IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed this Amended and Restated 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: KEVIN MADOK, CLERK OF MONROE COUNTY, FLOIDA LE Mayor Date: CONTRACTOR: ARAMARK SERVICES, INC. Signature of person authorized to legally bind Corporation Date: Print Name Title Address: Telephone Number MOOS COUNTY ATTORNEY'S OFFICE VEP AS T OW tj, a PATRICIA EAGLES ASSISTANT G UNTY ATTORNEY DATE: 19