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Executed ORIGINAL
AGREEMENT
THIS AGREEMENT, made and entered into this 6th day of July, 2016 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
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 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 ls` day of July 2016 and ending
on the 301h day of June 2017. 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 Florida Department of Elder Affairs (DOER Handbook issued July 2015 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: X 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 DOEA Handbook issued July 20.15, 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.
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E. The Contractor will in all cases provide service within the timeframes agreed
upon in the Activity Plan, required by Florida Department of Elder Affairs (DOEA Handbook
issued July 2015 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
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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 WCI, GLI, GIR 1,
and VUr, 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
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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 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 G.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.deLstate.fl.us/admin/ig/civilrights.shtnil.
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
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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 snake 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
FOR CONTRACTOR:
Tranquility Bay Adult Day Care, Corp
Oscar Hernandez, President
100360 Overseas Highway, Suite 6,7,8
Key Largo, FL 33037
305-440-2398
and County Attorney
1111 12rh Street Suite 408
Key West, FL. 33040
305-292-3173
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.
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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.
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.
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.
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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 Corp
Oscar HemandQ President
By:
Date:
Monroe County Social Services
Sheryl Graham, Sr. Director
Acting County A 'strator
By:
Date:
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