SY2015-2016 09/14/2015ORIGINAL
AGREEMENT
THIS AGREEMENT, made and entered into this 14!h day of September, 2015 by and
between MONROE, COUNTY, FLe County Social Semces a political subdivision
of the States of Florida (hereinafter called the "Owner" or "County"), and Tranquility Bay
Adult Day Care (ContTactor).
WHEREAS, the County provides Servicen to the eldcxly and, disabled residing thmughout
ftdomne County; and
WHEREAS, the, County receive,-, funding from the. Alliance for Aging, Inc., the Florida
Department of Children and Fan.fflies, the, Florida Agency for Health Care. Administration, and
the Monroe County Board of County Commissioners for the purposes of providing S e r vi c e s
Countywide.; and
WHEMBAS, the County has provided, Services to assist the vulnerable elderly and/or
disabled residents to rernain in their homes and inaintain independence for over 30 yews; and
WHEREAS, the County desires to contract for Facility -Based Respite Services to
ensme that such services are available throughout the rkninty; and
WHERE 3AS, Tranquility Bay Adult Day :;are. is qualified mid. desires to, provide, Services;
NOW THEIUXORE, in considexation. of the mutual covenants and provisions contained
herein, the parties agree, as follows: That the parties hereto, for the consideration hereinafter set
forth, mutually agve as follow:
A. The Contractor shall maintain adequate staffing levels to provide th. e services
required under s contract.
B. TIe, personnel shaR not be employees of or have any contractual relationship with the
countye
C. All personnel engaged in perfoiniing services under this, contract shall be fidly
qualified, and, if required, be audionzed or pennitted under State and local. law to perfonn such
services—
B. Upon Monroe Countys receipt of said invoices Monroe County Clerles Office
shall submit payment to the Con�racior in accordance, with Flofida Pxxwipt Payment AcL
4. 1 TERMOF C
The term of this contract is for one year, commencing on the I't day of July, 2015 and ending
on the 3& day of June, 2016. The comity shall have flie option to renew this Agreement at its sole
discretion for one (1) additional year periods for the, same secs mte.
B. The service the Contractor will provide zmder these tmans mid
conditions are: X Facility -based respite care as defined by DOZ4 Jrkndboolk; DCF Crop
140-8 and AHCA guideUnes as not above and ,my subsequent revisions thereto.
D. The Contractor ivill provide the sentice detailed in "B" above for the it rate
agreed upon in "C" above in the geographic area detailed in "A." above.
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F. The Contractor has, and shall maintain throughout the term of this contract,
appropriate licenses and approvals required to conduct its business, mid 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 Cotinty annuaUy and upon request.
G. The Contractor must maintain approval status from the Alliance for Aging,
Inc., as a Medicaid Waiver Pmvider of Clioice, if applicable.
S. INDEIE41FICATION/HOLD HARMLESS
Notwithstanding any minimum insurance requirements prescribed elsewhere in this
agreetnent, Contractor shall defend, indemnify and hold the County and the County"s elected
and appointed offices, and finployees harmless from and against (i) any claims, actions or causes
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1 ® ST PORT TO THE DEAF OR. HAJID-OF-HEAR
th
iY
com
45 C.FT Pa 94 (hel-e ft _r
Itchabilitation Act of 1973, 29
U.S.C. 794 p referred to w Section 504) and the
" ,
, The wntractor shall if it employs 15 or more employees, designate a Single -Point -of -
Contact (o.n n fir to enswe effectivema `cation with deaf or hard- hf,,-,aring clients o
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companions and/or caregivers in accordance with Section 504 and the A. The name and contact
information for the contractor's Single -Point -of -Contact shall be furnished to Monroe County within
1.4 calendar days of the eff-ective 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 wtiting that they are familiar with the
requirement of Section 504 and the ADA. This attestafion shaU. be maintained in the anployee's
personnel file.
The contractor shall document the, cts-tomer's or companion's and/or caregiver's preferred
method of communication and any requested auxiliary aids/services provided in the client's
record. Docinnentad on, with supporting justification, must also be made if any request was not
honored. The contractor shall submit Compliance Reports montbly, not later than the I st day of each
month, to the Monroe County Social Services Compliance Manager.
liability and, at It discretion, to offset from monies owed, or otherwise recover, the full
amount of such fee, commission, percelitagp, git, or considemfion.
15. HO PLEDGE CLF CREDIT
The Contractzr shall not pledge the County's credit or make, it a it for of payment
or surety for any contract, debt, obligation, judgni,ent, Hen, or any form of indebtedness. The
Contr&-.tor Ru-ther wanrants and represenLe that it Ims no obligation or indebtedness that
would impair, its alp" hty to fulfill ffie, to of this contract.
M. NQTICEz moUIREMENT
Any notice required or permitted and this agreement shall be hi writing and hand deliverrAl
or mailed, postage prepaid, to the other party by cerftfied, mail, returned 'receipt requested, to
the following:
putd County Attorney
I I 11 12'h Street at 408
'Key West, FL. 33040
305-292-3173
18. TERMINATION
The County may tei-minate this contract for cause with seven (7) days notice to the
contractor. Cause shall constitute a breach of the, obligations of the Contractor to perfonn the
serviem enumeTated as the Contractor's obligations under tl-ds contract.
Either of the patties hereto may teiminate this contract without cause by giving the other
pm-ty sixty (§0) days wn.tten notice of its intention to do so.
RNIN LO-ST& AND FEMS
1-h
A.
-ued in accordance with the laws of
the State of Florid ed entirely in the State.
VA
B. In the event that any cause of action or administrative proceeding is instituted
for the enforcement or interpretation of this Agreement, the Coutyd Contractor agree that
venue will lie in the,- appropriate court or be -fore the appropTiate administrative body in Monroe
County, Florid&
C. The County ancl ContTactor agree that, in the event of conflicting interpretations of
the teims or a term of. thL- Ageement by or between miy of them the issue shall be submitted to
mediation, prior to the, histitution of any other administrative, or legal proceeding.
D. Severability. If any terra, covenant, conditian or- provision. of this
Agreement (or the application fliereof to any circumstance or person) shall be declared
invalid or unenforceable to miy extent by a couxt of competent 'sdiction, the remaining terms,
covenants, condition-s md, provisions of this Agreement. shaff not be affected thereby, and each
ranaining term, covenant, condition. and 1,-wovision of this Agreement shall be valid mid shall be
enforceable to the. fullest extent ire fitted by law unless the enforcement of the remaining
terms, covenants, conditio ns and provisions of 11-is Agrmment would prevent the accomplishment
of the Original intwt of this Agiemnent. Tbe Comity and Contractor agree to refry nn the Agreement
to replace any stricken provision with a valid provision that conies as close as possible to the
intent of the stricken provision.
E. Attome3es Fees and Costs. The County and Contractor agree that in the event
asly 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 attome3es fees, court costs, investip .,ative, and out-o-f-pocket
expenses, as an award, against the non-prevafflmg party, and shall include attar eyes -fees, courts
costs, investigative, and out-of-pocket exensiai appellate proceedings. Mediation pmceedings
initiated and conducted pursuant to ffiis Agreement shall be in accordance, with the Florida
Rules of Civil Procedure and usual and mw.omaiT proceAures required by the circuit court of
Monroe County,
F. Adjudication of Disputes or Disagreements. County and Contractor agree that
all disputas and disagreements shall be attempted to be resolved by ineet and confer sessions
between represcntatives of each, of the parties. If no resolution can be agreed upon within 30
days after the first meet and oonfer session, the issue or issues shall be discussed at a public
meeting of flie Board of County Commissionm— If the issue or issues are —still not resolved to the
satisfaction of the puties, then any pm-ty shaH have, the right to seek such relief or remedy as
may be provided by this Agreement, or by Florida law,
G. ooperation. In.. the event any administrative or legal proceeding is instituted
againA either, .P ar°ty relating to tile folmation, exccutior4 perfomiance, or bredch of this Agreement,
Comity and. Contractor agree to participate, to the extent required by, the other party, in all
proceedings, hearings, roc smoky ineehngs, and other activities iviated to the substance of this
Agreement or provision of the sar-vices mider 'this Agreement. County and, Contractor
spexifically agree that no party to this Agreement shall be required to enter into any arbitration
pmwedings related to this Agremnent.
20. BLJrNN_DINGEFrEQT
11-le terms, covenants, conditions, and provisions of this Agreement shall bind and. inure to
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22. CLAMS FOR FEDER AT, OR STATE AID
Contractor and County agree that each shaU be, and is, empowered to apply for, seek, and obtain
federal and state funds to firdher the purpose of this Agreement; provided that all applications,
requests, grant proposals, and funding solicitations shall be approved by each party prior
to submission.
9-6. AT-_rESTATIONS
COntractOr agrees to execute such documents as the County may reasonably requue, to include a
Public Entiter Clime Statement, an Efifics Statement, and a. Drug -Free Workplace Statement.
27. NO PERSQNAJ� LIABILITY
No Covenant or agreemeni contained herein shall be deemed to be a covenant or agreement of
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any member, officer, agent or en-Ployee of Monroe County in bis or her individual capacity, and
member, officer, agent Or emPlOYee Of MO=e County shall be liable personally on
Agre=ent or be Ribiect to any personal liability or accountability by reason of the execution of
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 -
Tranquility Bay A I Day Care Corp
Oscar Henim aident
M
Date: I "OV, _r;1
W,
Monroe County Social Services
Sheryl Graham, Sr. Director
By-.
Date:
MOM'0""' ED AS,46 FdH'
I ; A, PF30V
ASS13TANI bOUNTY i�l IOR14EY