Item C31C ounty of M onroe
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BOARD OF COUNTY COMMISSIONERS
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Mayor David Rice, District 4
The FlOnda Key
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Mayor Pro Tem Sylvia J. Murphy, District 5
Danny L. Kolhage, District I
George Neugent, District 2
Heather Carruthers, District 3
County Commission Meeting
June 20, 2018
Agenda Item Number: C.31
Agenda Item Summary #4339
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 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 $50,000 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 is providing these services and meeting
these critical needs for this population in a highly successful manner.
PREVIOUS RELEVANT BOCC ACTION: 2n Amendment to Tranquility Bay Agreement
approved by BOCC on 11/22/2016.
CONTRACT /AGREEMENT CHANGES:
Annual Agreement
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Backup (2)
TB adult day care vendor NEW agreement PK 06052018
FINANCIAL IMPACT:
Effective Date: 7/1/2018
Expiration Date: 06/30/2019
Total Dollar Value of Contract: $50,000.00
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 4:11 PM
Pedro Mercado
Completed
06/05/2018 4:19 PM
Budget and Finance
Completed
06/05/2018 4:41 PM
Maria Slavik
Completed
06/05/2018 5:55 PM
Kathy Peters
Completed
06/05/2018 5:56 PM
Board of County Commissioners
Pending
06/20/2018 9:00 AM
°d
Fuhy
2 AMENDMENT TO AGREEMI A NT O t{ � � 1 Executed TRANQUILITY BAY
MONROE COUNTY
THIS 2 nd AMENDMENT TO AGREEMENT, made and entered into this 22 day of
November, 2016 by and between MONROE COUNTY, FLORIDA, /Monroe County Social Services a
political subdivision of the State of Florida (hereinafter called :he "Owner" or "County "), and
Tranquility Bay Adult Day Care (Contractor).
WHEREAS, on the 6 day of July, 2016, the County entered into an Agreement (hereafter referred to as
"Original Agreement ") with Contractor to provide Facility -Based Respite Services to the elderly and disabled
citizens residing throughout Monroe County; and
WHEREAS, on the 26 day of October, 2016, the County added ad litional caregiving serving services to
the Original Agreement; and
WHEREAS, as a result of the success of the program, the County has reached the not to exceed cap; and
WHEREAS, the County continues to have grant funding available that will allow the County
to provide for the continuing provision of Facility -Based Respite and Caregiving Services for the elderly
and disabled; and
NOW THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties agree as follows:
Section 1. PAYMENTS TO THE CONTRACTOR, subparagraph 3 (A.) of the Original Agreement is
amended to read as follows:
A. Payments to the Contractor for services rendered pursuant to this Agreement shall not exceed a
total of Eighty -Five Thousand dollars ($85,000). 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 m iy govern the Clerk's disbursement of
funds.
Except as provided in Section 1 of this 2nd Amendment to the Tranquility Bay Agreement, all of the terms
and conditions of the Original Agreement dated July 6, 2016 and the 1 amendment dated October 26, 2016, not
inconsistent herewith, remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused these present:, to be executed by their respectoe
officer or representative thereunto duly authorize the day and year first written above.
Tranquility B3 y Adult Day Care Corp
Oscar Hernandez, President
By:
Date:
e . a W
Monroe County Board of County Commissioners
By:
Mayor r° -
Date:
1
BULK ITEM: Yes DEPARTMENT: Social Services
TIME APPROXIMATE: STAFF CONTACT: Sheryl Graham (305) 292-4510
N/A
AGENDA ITEM WORDING: Approval of 2nd Amendment to Agreement between Tranquility
Bay Adult Day Care and Monroe County Social Services to increase the "not to exceed amount"
from $50,000 to $85,000 for the contract period ending 06/30/2017.
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 is providing these services and meeting these
critical needs for this population in a highly successful manner. Additi Dnal grant funding is
available to continue providing services throughout the balance of the contract year.
PREVIOUS RELEVANT BOCC ACTION: Approval of 1S Amendment to Agreement on
10/26/2016.
CONTRACT/AGREEMENT CHANGES:
Increase Not to Exceed Amount
DOCUMENTATION: I
2nd Amendment-Tranquility Bay 11 -07 -16
Backup- 2nd Amendment Tranquility Bay 11 -7 -16
Effective Date: 11/22/2016
Expiration Date: 06/30/2017
Total Dollar Value of Contract: $85,000.00
Total Cost to County: 10% cash match
Current Year Portion:
Budgeted:
Source of Funds: Grant
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No If yes, amount:
Grant: Yes
County Match: 10% cash match
Insurance Required:
Sheryl Graham
Completed
11/07/2016 2:14 PM
Pedro Mercado
Completed
11/07/2016 2:46 PM
Budget and Finance
Completed
11/07/2016 2:56 PM
Maria Slavik
Completed
11/08/2016 12:51 PM
Kathy Peters
Completed
11/08/2016 1:33 PM
Board of County Commissioners
Completed
11/22/2016 9:00 AM
AGREEMENT
TB #18/19
THIS AGREEMENT, made and entered into this I" day of July, 2 018 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. (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 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 Upper 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.
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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 Fifty Thousand dollars ($50,000). 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 1st 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 at 100360 Overseas Highway, Suites 6,7,8, Key Largo, FL 33037 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.
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
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TB #18/19
(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 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
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TB #18/19
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
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
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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 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).
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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.dcL state. fl.us /admin /ig /civilrights.shtml.
The contractor shall document the customer's or companion's and /or caregiver's preferred method
of communication and any requested auxiliary aids /services provided in the client's record.
Documentation, with supporting justification, must also be made if any request was not honored. The
contractor shall submit Compliance Reports monthly, not later than the 1 st day of each month, to the
Monroe County Social Services Compliance Manager.
14. DISCLOSURE AND CONFLICT OF INTEREST
The Contractor represents that it, its directors, principles and employees, presently have
no interest and shall acquire no interest, either direct or indirect, which would conflict in any
manner with the performance of services required by this contract, as provided in Sect. 112.311,
et. seq., Florida Statutes. County agrees that officers and employees of the County recognize and
will be required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or
acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of
public position, conflicting employment or contractual relationship; and disclosure or use of
certain information.
Upon execution of this contract, and thereafter as changes may require, the Contractor
shall notify the County of any financial interest it may have in any and all programs in Monroe
County which the Contractor sponsors, endorses, recommends, supervises, or requires for counseling,
assistance, evaluation, or treatment. This provision shall apply whether or not such program is
required by statute, as a condition of probation, or is provided on a voluntary basis.
The County and Contractor warrant that, in respect to itself, it has neither employed nor
retained any company or person, other than a bona fide employee working solely for it, to
solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working solely for it,
any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the
award or making of this Agreement. For the breach or violation of the provision, the Contractor
agrees that the County shall have the right to terminate this Agreement without liability and, at
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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
Oscar Hernandez, President
100360 Overseas Highway, Suites, 6,7, 8
Key Largo, FL 33037
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.
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.
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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.
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.
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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.
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
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AGREEMENT
TB #18/19
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
Oscar Hernandez, President
Monroe County Social Services
David Rice, Mayor
Date:
Date:
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