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Item C30C ounty of M onroe {f `° " rel BOARD OF COUNTY COMMISSIONERS n Mayor David Rice, District 4 The FlOnda Key y m 1 �� Mayor Pro Tem Sylvia J. Murphy, District 5 Danny L. Kolhage, District 1 George Neugent, District 2 Heather Carruthers, District 3 County Commission Meeting June 20, 2018 Agenda Item Number: C.30 Agenda Item Summary #4331 BULK ITEM: Yes DEPARTMENT: Social Services TIME APPROXIMATE: STAFF CONTACT: Sheryl Graham (305) 292 -4510 N/A AGENDA ITEM WORDING: Approval of Annual Agreement between Tranquility Bay Adult Day Care of Marathon, Corp., and Monroe County Social Services to provide Facility -Based Respite Services to elderly and disabled citizens residing throughout Monroe County in an amount not to exceed $30,000 for the period of 7/1/2018 through 06/30/2019. ITEM BACKGROUND: Monroe County Social Services receives grant funding from the Alliance for Aging to provide Facility -Based Respite and Caregiver Services to elderly and /or disabled Monroe County residents. Tranquility Bay Adult Day Care of Marathon, Corp., is providing these services and meeting these critical needs for this population in a highly successful manner. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT /AGREEMENT CHANGES: Annual Agreement STAFF RECOMMENDATION: Approval DOCUMENTATION: TB MAR Backup TB adult day care vendor agreement 04262018 FINANCIAL IMPACT: Effective Date: 7/1/2018 Expiration Date: 06/30/2019 Total Dollar Value of Contract: $30,000.00 Total Cost to County: Current Year Portion: Budgeted: Source of Funds: Grant CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No Grant: Yes County Match: Insurance Required: Additional Details: If yes, amount: REVIEWED BY: Sheryl Graham Completed 06/05/2018 2:54 PM Pedro Mercado Completed 06/05/2018 3:12 PM Budget and Finance Completed 06/05/2018 3:39 PM Maria Slavik Completed 06/05/2018 5:54 PM Kathy Peters Completed 06/05/2018 5:56 PM Board of County Commissioners Pending 06/20/2018 9:00 AM .., .� AGREEMENT # 6 � -1 S I {t(}ji L sr � TB Adult Day Care of Marathon, CORE THIS AGREEMENT, made and entered into this - 4 day of , 2018 by and between MONROE COUNTY, FLORIDA,/Monroe County Social Service -'a political subdivision of the State of Florida (hereinafter called the "Owner" or "County "), and Tranquility Bay Adult Day Care of Marathon, CORP. (Contractor). WHEREAS, the County provides Services to the elderly and disabled residing throughout Monroe County; and WHEREAS, the County receives funding from the Alliance for Aging, Inc., the Florida Department of Children and Families, the Florida Agency for Health Care Administration, and the Monroe County Board of County Commissioners for the purposes of providing Social S e r v i c e s Countywide; and WHEREAS, the County has provided Services to assist the vulnerable elderly and /or disabled residents to remain in their homes and maintain independence for over 30 years; and WHEREAS, the County desires to contract for Facility -Based Respite Services to ensure that such services are available throughout the County; and WHEREAS, Tranquility Bay Adult Day Care of Marathon, CORP. is qualified and desires to provide Services; NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follow: 1. THE CONTRACT The contract between the Owner and the Contractor, of which this agreement is a part, consists of the contract documents, which are as follows: This agreement and any amendments executed by the parties hereafter, and all required insurance documentation. In the event of a discrepancy between the documents, precedence shall be determined by the order of the documents as just listed. 2. SCOPE OF THE WORK The Contractor shall provide Facility Based Respite Services for the County, specifically in the Middle Keys area. The Contractor warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Contractor shall provide services using the following standards, as a minimum requirement: A. The Contractor shall maintain adequate staffing levels to provide the services required under this contract. 1 AGREEMENT # 11 -06 MA rl- TB Adult Day Care of Marathon, CORP B. The personnel shall not be employees of or have any contractual relationship with the County. C. All personnel engaged in performing services under this contract shall be fully qualified, Level I I background screened and, if required, be authorized or permitted under State and local law to perform such services. 3. PAYMENTS TO THE CONTRACTOR A. Payments to the Contractor for services rendered pursuant to this Agreement shall not exceed a total of Ten Thousand dollars ($10,000). The Contractor shall submit to the County a weekly invoice, with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursement of funds. B. Upon Monroe County's receipt and thorough review and processing of said invoices, Monroe County Clerk's Office shall submit payment to the Contractor in accordance with the Florida Prompt Payment Act. 4. TERM OF CONTRACT The term of this contract is for one year, commencing on the day of n8tlat 8 and ending on the 30th day of June 2018. The County shall have the option to renew this Agreem its sole discretion for one (1) additional year period for the same service rate. 5. CONTRACTOR'S RESPONSIBILITIES A. The Contractor will perform only authorized Facility -based Respite at Tranquility Bay Adult Day Care of Marathon, CORP. at 10875 Overseas Highway, Suites 130, Marathon, FL 33050 for the unit rate(s) specified herein. Only this service that is specifically authorized by the County as documented by the Social Services Department will be reimbursable. T h i s s ervice will be provided by the Contractor in accordance with DOEA definitions /specification, by agencies that hold necessary licenses, and by individual workers qualified to perform such services as detailed in the most recent version of the Florida Department of Elder Affairs (DOER) Handbook and the CFOP 140 -8, Community Care for Disabled Adults Operating Procedures, and in accordance with the Agency for Health Care Administration (AHCA) guidelines as required and any subsequent modifications thereto. B. The service the Contractor will provide under these terms and conditions are Fa c i 1 i t y -Based Respite C are as defined by the DOEA Handbook, DCF CFOP 140 -8 and AHCA guidelines as noted above and any subsequent revisions thereto. C. The Contractor will provide services during the term of this contract for the unit rates as agreed upon and that follow: $ 8.75 /unit for F a c i i i t y - b a s e d respite care. A unit for each service is defined by the most recent version of the DOER Handbook, DCF CFOP 140 -8, and AHCA guidelines as noted above and any subsequent revisions thereto. The number of units of services performed for each client must be pre- authorized by the County in accordance with the Activity Plan. D. The Contractor will provide the service detailed in "B" above for the unit rate agreed upon in "C" above in the geographic area detailed in "A" above. 2 AG1 .EE14MENT # 1 -1 b rW, , rB Adult Day Care of Marathon, CORP E. The Contractor will in all cases provide service within the timeframes agreed upon in the Activity Plan, required by the most recent version of the Florida Department of Elder Affairs (DOEA) Handbook and the CFOP 140 -8, Community Care for Disabled Adults Operating Procedures, and AHCA guidelines as noted above and any subsequent revisions thereto. The Contractor agrees that Monroe County Social Services will designate representatives to visit the Contractor's facility(ies) periodically to conduct random open file evaluations and /or other contract monitoring activities during the Contractor's normal business hours. F. The Contractor has, and shall maintain throughout the term of this contract, appropriate licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the County annually and upon request. G. The Contractor must maintain approval status from the Alliance for Aging, Inc., as a Medicaid Waiver Provider of Choice, if applicable. 6. CONTRACTOR'S FINANCIAL RECORDS Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for six years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Contractor. 7. PUBLIC ACCESS Pursuant to Florida Statute §119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in the performance of this Agreement. (b) Provide the public with access to public records on the same terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the contractor upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. 8. INDEMNIFICATION /HOLD HARMLESS Notwithstanding any minimum insurance requirements prescribed elsewhere in this 3 AGREEMENT # 11-16 MAP, TB Adult Day Care of Marathon, CORP agreement, Contractor shall defend, indemnify and hold the County and the County's elected and appointed offices, and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, sub - contractors or other invitees during the term of this Agreement, (B) the negligence or willful misconduct of Contractor or any of its employees, agents, sub - contractors or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, cost or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, or invitees (other than Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, cost or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Prior to execution of this agreement, the contractor shall furnish the Owner Certificates of Insurance indicating the minimum coverage limitations as indicated by an "X" on the attached forms identified as INSCKLST 1 -5, as further detailed on forms WC1, GL1, GIR 1, and VU, each attached hereto and incorporated as part of this contract document, and all other requirements found to be in the best interest of Monroe County as may be imposed by the Monroe County Risk Management Department. Non - Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 9. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement the Contractor is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find the Contractor or any of his employees, contractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 10. NONDISCRIMINATION County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil 4 AGREEMENT # 17 - 1S MAP TS Adult Day Care of Marathon, CORP 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) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, 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 the parties to, or the subject matter of, this Agreement. 11. ASSIGNMENT /SUBCONTRACT The Contractor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. 12. COMPLIANCE WITH LAW In providing all services /goods pursuant to this agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. The contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this contract. Contractor shall use the Department of Homeland Security's E- verify system to verify the employment eligibility of all new employees hired during the contract term pursuant to this agreement. 13. SUPPORT TO THE DEAF OR HARD -OF- HEARING a. The contractor shall comply with section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as implemented by 45 C.F.R. Part 84 (hereinafter referred to as Section 504) and the American with Disabilities Act of 1990, 42 U.S.C. 12131, as implemented by 28 C.F.R. Part 35 (hereinafter referred to as ADA). 9 AG RE EMENT # } b PA TS Adult Day Care of Marathon, CORP b. The contractor shall, if it employs 15 or more employees, designate a Single- Point -of- Contact (one per firm), to ensure effective communication with deaf or hard -of hearing clients or companions and /or caregivers in accordance with Section 504 and the ADA. The name and contact information for the contractor's Single- Point -of- Contact shall be furnished to Monroe County within 14 calendar days of the effective date of this requirement. C. The Single- Point -of- Contract shall ensure that employees are aware of the requirements, roles & responsibilities, and contact points associated compliance with Section 504 and the ADA. Further, employees of the contractor shall attest in writing that they are familiar with the requirement of Section 504 and the ADA. This attestation shall be maintained in the employee's personnel file. d. The contractor's Single- Point -of- Contract will ensure that conspicuous Notices which provide information about the availability of appropriate auxiliary aids and services at no -cost to the deaf or hard -of- hearing clients or companions and /or caregivers are posted near where people enter or are admitted within the agent locations. Such Notices must be posted immediately. The approved Notice can be downloaded through the Internet at: http://www.dcLstate.fl.us/admin/ig/eivflrights.shtm]. The contractor shall document the customer's or companion's and /or caregiver's preferred method of communication and any requested auxiliary aids /services provided in the client's record. Documentation, with supporting justification, must also be made if any request was not honored. The contractor shall submit Compliance Reports monthly, not later than the 1 st day of each month, to the Monroe County Social Services Compliance Manager. 14. DISCLOSURE AND CONFLICT OF INTEREST The Contractor represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. 112.311, et. seq., Florida Statutes. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Upon execution of this contract, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all programs in Monroe County which the Contractor sponsors, endorses, recommends, supervises, or requires for counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without 0 AGREEMENT # 11 -t8 NIAR- TB Adult Day Care of Marathon, COOP liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 15. NO PLEDGE OF CREDIT The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 16. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY: Monroe County and County Attorney Sheryl Graham, Sr. Director 1111 12 Street Suite 408 1100 Simonton Street 2 -257 Key West, FL. 33040 Key West, FL. 33040 305 -292 -3173 305- 292 -4510 FOR CONTRACTOR: Tranquility Bay Adult Day Care of Marathon, CORP Oscar Hernandez, President 10875 Overseas Highway, Suite #130 Marathon, FL 33050 305- 440 -2398 17. TAXES The County is exempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is the Contractor authorized to use the County's Tax Exemption Number in securing such materials. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 18. TERMINATION The County may terminate this contract for cause with seven (7) days' notice to the contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations under this contract. Either of the parties hereto may terminate this contract without cause by giving the other Party sixty (60) days written notice of its intention to do so. 7 AGREEMENT # f -r MAC TB Adult Day Care of Marathon, CORD 19. GOVERNING LAW, VENUE, INTERPRETATION COSTS AND FEES A. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. B. In the event any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, County and Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County. C. The County and Contractor agree in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. D. Severability. If any term, covenant, condition, or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. E. Attorney's Fees and Costs. The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. F. Adjudication of Disputes or Disagreements. County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. G. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. H. TB Adult Day Care of Marathon, CORP 20. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. 21. 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. 22. 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. 23. 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. 24. LEGAL OBLIGATIONS AND RESPONSIBILITIES Non - Delegation of Constitutional or Statutory Duties: 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. 25. 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. E] AGREEMENT #'17 - I aft, TB Adult Day Care of Marathon, CORP 26. ATTESTATIONS Contractor agrees to execute such documents as the County may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -FreE; Workplace Statement. 27. 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. 28. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 29. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 30. MUTUAL REVIEW This agreement has been carefully reviewed by the Contractor and the County. Therefore, this agreement is not to be construed against any party on the basis of autr orship. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first written above in four (4) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract. Tranquility Bay Adult Day Care of Marathon, CORP Monroe County Social Services Oscar Hernan "dz, President Sheryl Graham, Sr. Director, Social Services By: ; Date: _ `7 Date: OtJ�V f ' ;r 10 AGREEMENT #18/19 MAR TB Adult Day Care of Marathon, CORP THIS AGREEMENT, made and entered into this 20' day of June, 2018, by and between MONROE COUNTY, FLORIDA, /Monroe County Social Services a political subdivision of the State of Florida (hereinafter called the "Owner" or "County "), and Tranquility Bay Adult Day Care of Marathon, CORP. (Contractor). WHEREAS, the County provides Services to the elderly and disabled residing throughout Monroe County; and WHEREAS, the County receives funding from the Alliance for Aging, Inc., the Florida Department of Children and Families, the Florida Agency for Health Care Administration, and the Monroe County Board of County Commissioners for the purposes of providing Social Services Countywide;and WHEREAS, the County has provided Services to assist the vulnerable elderly and /or disabled residents to remain in their homes and maintain independence for over 30 years; and WHEREAS, the County desires to contract for Facility -Based Respite Services to ensure that such services are available throughout the County; and WHEREAS, Tranquility Bay Adult Day Care of Marathon, CORP. is qualified and desires to provide Services; NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follow: 1. THE CONTRACT The contract between the Owner and the Contractor, of which this agreement is a part, consists of the contract documents, which are as follows: This agreement and any amendments executed by the parties hereafter, and all required insurance documentation. In the event of a discrepancy between the documents, precedence shall be determined by the order of the documents as just listed. 2. SCOPE OF THE WORK The Contractor shall provide Facility Based Respite Services for the County, specifically in the Middle Keys area. The Contractor warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Contractor shall provide services using the following standards, as a minimum requirement: A. The Contractor shall maintain adequate staffing levels to provide the services required under this contract. 1 AGREEMENT #18/19 MAR TB Adult Day Care of Marathon, CORP B. The personnel shall not be employees of or have any contractual relationship with the County. C. All personnel engaged in performing services under this contract shall be fully qualified, Level 11 background screened and, if required, be authorized or permitted under State and local law to perform such services. 3. PAYMENTS TO THE CONTRACTOR A. Payments to the Contractor for services rendered pursuant to this Agreement shall not exceed a total of Thirty Thousand dollars ($30,000). The Contractor shall submit to the County a weekly invoice, with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursement of funds. B. Upon Monroe County's receipt and thorough review and processing of said invoices, Monroe County Clerk's Office shall submit payment to the Contractor in accordance with the Florida Prompt Payment Act. 4. TERM OF CONTRACT The term of this contract is for one year, commencing on the 1s day of July 2018, and ending on the 30th day of June 2019. The County shall have the option to renew this Agreement at its sole discretion for one (1) additional year period for the same service rate. 5. CONTRACTOR'S RESPONSIBILITIES A. The Contractor will perform only authorized Facility -based Respite at Tranquility Bay Adult Day Care of Marathon, CORP. at 10875 Overseas Highway, Suites 130, Marathon, FL 33050 for the unit rate(s) specified herein. Only this service that is specifically authorized by the County as documented by the Social Services Department will be reimbursable. T h i s s ervice will be provided by the Contractor in accordance with DOEA definitions /specification, by agencies that hold necessary licenses, and by individual workers qualified to perform such services as detailed in the most recent version of the Florida Department of Elder Affairs (DOEA) Handbook and the CFOP 140 -8, Community Care for Disabled Adults Operating Procedures, and in accordance with the Agency for Health Care Administration (AHCA) guidelines as required and any subsequent modifications thereto. B. The service the Contractor will provide under these terms and conditions are: Facility-based respite care as defined by DOEA Handbook, DCF CFOP 140 -8 and AHCA guidelines as noted above and any subsequent revisions thereto. C. The Contractor will provide services during the term of this contract for the unit rates as agreed upon and that follow: $ 8.75 /unit for F a c i 1 i t y - b a s e d respite care. A unit for each service is defined by the most recent version of the DOEA Handbook, DCF CFOP 140 -8, and AHCA guidelines as noted above and any subsequent revisions thereto. The number of units of services performed for each client must be pre- authorized by the County in accordance with the Activity Plan. D. The Contractor will provide the service detailed in "B" above for the unit rate agreed upon in "C" above in the geographic area detailed in "A" above. 2 AGREEMENT #18/19 MAR TB Adult Day Care of Marathon, CORP E. The Contractor will in all cases provide service within the timeframes agreed upon in the Activity Plan, required by the most recent version of the Florida Department of Elder Affairs (DOEA) Handbook and the CFOP 140 -8, Community Care for Disabled Adults Operating Procedures, and AHCA guidelines as noted above and any subsequent revisions thereto. The Contractor agrees that Monroe County Social Services will designate representatives to visit the Contractor's facility(ies) periodically to conduct random open file evaluations and /or other contract monitoring activities during the Contractor's normal business hours. F. The Contractor has, and shall maintain throughout the term of this contract, appropriate licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the County annually and upon request. G. The Contractor must maintain approval status from the Alliance for Aging, Inc., as a Medicaid Waiver Provider of Choice, if applicable. 6. CONTRACTOR'S FINANCIAL RECORDS Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for six years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Contractor. 7. PUBLIC ACCESS Public Records Compliance. 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 3 AGREEMENT #18/19 MAR TB Adult Day Care of Marathon, CORP 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 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 (305) 292 -3470 8. INDEMNIFICATION /HOLD HARMLESS Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the County and the County's elected and appointed offices, and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, sub - contractors or other invitees during the term of this Agreement, (B) the negligence or willful misconduct of Contractor or any of its employees, agents, sub- contractors or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, cost or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, or invitees (other than Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, cost or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Prior to execution of this agreement, the contractor shall furnish the Owner Certificates of Insurance indicating the minimum coverage limitations as indicated by an "X" on the attached forms identified as INSCKLST 1 -5, as further detailed on forms WC I, GL1, GIR 1, and VU, each attached hereto and incorporated as part of this contract document, and all other requirements found to be in the best interest of Monroe County as may be imposed by the Monroe 4 AGREEMENT #18/19 MAR TB Adult Day Care of Marathon, CORP County Risk Management Department. Non - Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self- insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 9. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement the Contractor is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find the Contractor or any of his employees, contractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 10. NONDISCRIMINATION County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or 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) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, 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 the parties to, or the subject matter of, this Agreement. 11. ASSIGNMENT /SUBCONTRACT The Contractor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or 5 AGREEMENT #18/19 MAR TB Adult Day Care of Marathon, CORP subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. 12. COMPLIANCE WITH LAW In providing all services /goods pursuant to this agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. The contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this contract. Contractor shall use the Department of Homeland Security's E -verify system to verify the employment eligibility of all new employees hired during the contract term pursuant to this agreement. 13. SUPPORT TO THE DEAF OR HARD -OF- HEARING a. The contractor shall comply with section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as implemented by 45 C.F.R. Part 84 (hereinafter referred to as Section 504) and the American with Disabilities Act of 1990, 42 U.S.C. 12131, as implemented by 28 C.F.R. Part 35 (hereinafter referred to as ADA). b. The contractor shall if it employs 15 or more employees, designate a Single- Point -of- Contact (one per firm) to ensure effective communication with deaf or hard -of hearing clients or companions and/or caregivers in accordance with Section 504 and the ADA. The name and contact information for the contractor's Single- Point -of- Contact shall be furnished to Monroe County within 14 calendar days of the effective date of this requirement. C. The Single- Point -of- Contract shall ensure that employees are aware of the requirements, roles & responsibilities, and contact points associated compliance with Section 504 and the ADA. Further, employees of the contractor shall attest in writing that they are familiar with the requirement of Section 504 and the ADA. This attestation shall be maintained in the employee's personnel file. d. The contractor's Single- Point -of- Contract will ensure that conspicuous Notices which provide information about the availability of appropriate auxiliary aids and services at no- cost to the deaf or hard -of- hearing clients or companions and /or caregivers are posted near where people enter or are admitted within the agent locations. Such Notices must be posted immediately. The approved Notice can be downloaded through the Internet at: http: / /www.dcf. state. fl.us /admin /ig /civilrights.shtml. The contractor shall document the customer's or companion's and /or caregiver's preferred method of communication and any requested auxiliary aids /services provided in the client's record. Documentation, with supporting justification, must also be made if any request was not honored. The contractor shall submit Compliance Reports monthly, not later than the 1 st day of each month, to the Monroe County Social Services Compliance Manager. 14. DISCLOSURE AND CONFLICT OF INTEREST The Contractor represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any 0 AGREEMENT #18/19 MAR TB Adult Day Care of Marathon, CORP manner with the performance of services required by this contract, as provided in Sect. 112.311, et. seq., Florida Statutes. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Upon execution of this contract, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all programs in Monroe County which the Contractor sponsors, endorses, recommends, supervises, or requires for counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 15. NO PLEDGE OF CREDIT The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 16. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY: Monroe County Sheryl Graham, Sr. Director 1100 Simonton Street 2 -257 Key West, FL. 33040 305- 292 -4510 and County Attorney 1111 12 Street Suite 408 Key West, FL. 33040 305 -292 -3173 FOR CONTRACTOR: Tranquility Bay Adult Day Care of Marathon, CORP Oscar Hernandez, President 10875 Overseas Highway, Suite 4130 Marathon, FL 33050 305- 440 -2398 7 AGREEMENT #18/19 MAR TB Adult Day Care of Marathon, CORP 17. TAXES The County is exempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is the Contractor authorized to use the County's Tax Exemption Number in securing such materials. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 18. TERMINATION The County may terminate this contract for cause with seven (7) days' notice to the contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations under this contract. Either of the parties hereto may terminate this contract without cause by giving the other party sixty (60) days written notice of its intention to do so. 19. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES A. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. B. In the event any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, County and Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County. C. The County and Contractor agree in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. D. Severability. If any term, covenant, condition, or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. E. Attorney's Fees and Costs. The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 0 AGREEMENT #18/19 MAR TB Adult Day Care of Marathon, CORP F. Adjudication of Disputes or Disagreements. County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. G. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 20. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. 21. 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 bylaw. 22. 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. 23. 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. 24. LEGAL OBLIGATIONS AND RESPONSIBILITIES Non - Delegation of Constitutional or Statutory Duties: 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. 0 AGREEMENT #18/19 MAR TB Adult Day Care of Marathon, CORP 25. 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. 26. ATTESTATIONS Contractor agrees to execute such documents as the County may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 27. 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. 28. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 29. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 30. MUTUAL REVIEW This agreement has been carefully reviewed by the Contractor and the County. Therefore, this agreement is not to be construed against any party on the basis of authorship. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first written above in four (4) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract. Tranquility Bay Adult Day Care of Marathon, CORP Monroe County Social Services Oscar Hernandez, President Sheryl Graham, Acting County Administrator in Date: in Date: 10