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Item C14 C.14 BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Sylvia Murphy,District 5 The Florida Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1 �pw° Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting July 17, 2019 Agenda Item Number: C.14 Agenda Item Summary #5743 BULK ITEM: Yes DEPARTMENT: Social Services TIME APPROXIMATE: STAFF CONTACT: Sheryl Graham (305) 292-4510 N/A AGENDA ITEM WORDING: Approval of Food Service Agreement between Star of the Sea Foundation, Inc., and Monroe County Social Services/Nutrition Program for the period of 07/01/2019 through 05/31/2020. ITEM BACKGROUND: Star of the Sea Foundation, Inc., (SOS)has been chosen as the second primary food vendor which provides the meals for the Monroe County Nutrition Program operated by Monroe County Social Services. The County wishes to continue to provide meals as supplied by the primary food vendor, GA Food Service, Inc., in addition to the second primary vendor, SOS. PREVIOUS RELEVANT BOCC ACTION: Approval on 05/22/2019 by BOCC, to enter into contract negotiations with food service vendor for Monroe County Social Services/Nutrition Program/Bayshore Manor. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: SOS Agreement 7-1-19 Award BID Food Service Vendor 7-1-2019 FINANCIAL IMPACT: Effective Date: 07/01/2019 Expiration Date: 05/31/2020 Total Dollar Value of Contract: Packet Pg. 1197 C.14 Total Cost to County: Current Year Portion: Budgeted: Yes 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: Insurance Required: Additional Details: REVIEWED BY: Kim Wilkes Completed 07/01/2019 3:42 PM Pedro Mercado Completed 07/01/2019 3:49 PM Budget and Finance Completed 07/01/2019 4:11 PM Maria Slavik Completed 07/01/2019 4:24 PM Kathy Peters Completed 07/01/2019 4:27 PM Board of County Commissioners Pending 07/17/2019 9:00 AM Packet Pg. 1198 C.14.a FOOD SEVICE AGREEMENT STAR OF THE SEA FOUNDATION, INC MONROE COUNTY THIS AGREEMENT, made and entered into this I" day of July, 2019, by and between MONROE COUNTY, apolitical subdivision of the State of Florida, 1100 Simonton Street, Key West, FL. 33040 (hereinafter called "County"), and Star of the Sea Foundation, Inc., a Florida corporation whose address is 5640 Maloney Ave, Key West, Florida 33040 (hereinafter called "Contractor") WITNESSETH: WHEREAS, County desires to utilize the food preparation facilities and delivery systems of the Contractor for the purpose of providing meals for senior citizens participating in the Older Americans Act Title III-C Nutrition Program (hereinafter called 'Program") and E for residents of Bayshore Manor; and 2 WHEREAS, Contractor desires and is qualified to provide the meals and services 2 needed by County for the Program; co THEREFORE, the parties agree as follows: 0 co 1. THE CONTRACT 0 The contract between the County and the contractor, of which this agreement is a part, consists of the contract documents, as specified in paragraph 2. 2. THE CONTRACT DOCUMENTS The contract documents consist of this Agreement, the specifications, all change orders and/or substitutions, and any addenda issued hereafter, any other amendments hereto executed by 2 the parties hereafter, together with the Contractor's bid proposal dated May 2,2019 and all required < insurance documentation. 0 co 3. SCOPE OF THE WORK The Contractor shall provide all necessary supplies and equipment required and perform E all of the work and services described in the Request for Bids entitled"FOOD SERVICES AND MEAL CATERING FOR MONROE COUNTY NUTRITION PROGRAM AND �C BAYSHORE MANOR" which shall include; A. Providing meals according to the specifications which are attached hereto and incorporated by reference. The Contractor may, upon request of the County, make substitution for the items on the regular menu, according to the terms specified herein. The number of meals shall not exceed 50% above the maximum estimated number. If the County desires additional meals over and above the 50%, County shall notify Contractor in advance. B. Providing individual service site orders no later than Friday two weeks prior to Packet Pg. 1199 C.14.a the delivery date. C. Deliveries of frozen meals will be made to each designated meal site weekly. County shall notify contractor if the sites change. D. Delivery schedule will be subject to the holidays of the County and the Program shall notify Contractor of the dates. E. Contractor shall train County's staff on any new equipment or special handling of meals necessitated because of packaging or other requirements. 4. THE CONTRACT AMOUNT A. The County shall pay to the Contractor for the faithful performance of the Contract, in lawful money of the United States, as follows; $4.76 per meal for all meals; and the dollar amount for beverages, condiments and supplies as indicated on the Supply List. B. County shall pay in accordance with the Florida Local Government Prompt Payment Act; payment will be made after delivery and inspection by County and upon submission of invoice by Contractor. co 0 0 C. Contractor shall submit to County invoices with supporting documentation acceptable to U- the Clerk, on a monthly schedule in arrears. Acceptability to the Clerk is based on generally 0 accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS A. All specifications have been read and carefully considered by the Contractor, who understands the same and agrees to their sufficiency for the description of the meals to be < provided and the service to be provided. Under no circumstances, conditions, or situations shall co this Contract be more strongly construed against the County than against the Contractor. co B. The passing, approval, and/or acceptance by the County of any of the services furnished by the Contractor shall not operate as a waiver by the County of strict compliance with the terms of this Contract, and specifications covering the services. Failure on the part of < the Contractor, immediately after Notice to Correct shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement from the Contractor, who shall in any event be jointly and severally liable to the County for all damage, loss, and expense caused to the County by reason of the Contractor's breach of this Contract and/or his failure to comply strictly and in all things with this Contract and with the specifications. C. Contractor shall maintain a food safety management program within the facility that meets or exceeds the minimum requirements of federal, state, municipal, or other agencies authorized to inspect or accredit the food service operation and shall, upon request of the County, Packet Pg. 1200 C.14.a provide documentation of said food safety management program and the results of any inspections related thereto. D. Within 30 days of execution of this Agreement Contractor shall provide documentation of the three most recent food preparation inspections conducted by the state regulatory authority to the County. E. Within 30 days of execution of this Agreement Contractor shall provide County with a written plan of correction for any high priority or significant findings on sanitation inspections. F. Contractor shall immediately notify the County of any closures or Administrative Complaints regarding food safety or of any sanitation inspections as referenced in the Department of Elder Affairs Programs and Services Handbook Chapter 4: Older Americans Act Service Requirements: Section 5, Nutrition Program Policies Food Service Contract Provisions, revised July 2018,pp. 4-163. 2 G. Within 30 days of execution of this Agreement Contractor shall provide County with a description of Contractor's delivery standards and sanitation that includes holding temperatures for transporting and serving food. co 0 0 H. County, AAA, and/or Department of Elder Affairs staff shall have the right, upon co 24 hours written notice, to inspect the food preparation and storage areas. 0 co I. Contractor shall comply with all federal, state, and local food safety regulations and the Department of Elder Affairs Programs and Services Handbook, revised July 2018. Pursuant to paragraph 15 of the original Agreement and the Department of Elder Affairs Programs and Services Handbook, Chapter 4: Older Americans Act Service Requirements: Section 5, Nutrition Program E Policies Food Service Contract Provisions, revised July 2018, the county may cancel this 2 Agreement if any of the following occur: < co a. A temporary or permanent closure related to food service violations, 0 b. Administrative Complaints regarding food safety, or co c. 10 or more high priority/significant findings on sanitation inspections within the past 12 months, beginning July 1, 2018. ("an unsatisfactory inspection means that E the violations were a significant threat to public health and sanitation and require correction before the next routine inspection.") 6. TERM OF CONTRACT/RENEWAL A. This contract shall be for a period of one (1) year, commencing July 1, 2019, and terminating May 31, 2020. B. The County shall have the option to renew this agreement with 30 days notice to contractor prior to the end of the term. This option may be exercised year-to-year for a total of 5 additional years. Packet Pg. 1201 C.14.a C. The Contract amount may be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index (CPI) for all Urban Consumers as reported by the U.S. Bureau of Labor Statistics for the previous year using the month of October closest to the renewal date. 7. 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 officers and employees harmless from and against (i) any claims, actions, or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other 5 proceedings relating to any type of injury (including death), loss, damage, fine, penalty, or business interruption, and(iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, contractors or other invitees during the term E 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 Contractor's, except to the extent the claims, 0 actions, causes of action,litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors, or co invitees (other than Contractor). Insofar as the claims, actions, causes of action, litigation, 0 proceedings, costs or expenses relate to events or circumstances that occur during the terms of U_ this Agreement, this section will survive the expiration of the term of this Agreement or any earlier 0 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. E 8. 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 for Monroe County. No co statement contained in this agreement shall be construed so as to find the contractor or any co of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. E 9. ASSURANCE AGAINST DISCRIMINATION The Contractor shall not discriminate against any person on the basis of race, creed, color, national origin,sex,age,or any other characteristic or aspect which is not j ob related,in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. 10. 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 for Monroe County and Contractor, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any Packet Pg. 1202 C.14.a 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 obligation upon the board in addition to the total agreed- upon price of the services/goods of the contractor. 11. COMPLIANCE WITH LAW In providing all services/goods pursuant to this agreement, the contractor shall abide by all statutes, ordinances, rules and regulation 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 amaterial 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 theterm ofthis contract. 12 INSURANCE Coverage shall be provided by a company or companies authorized to transact business in the State of Florida and the company or companies must maintain aminimum rating of A-VI, as assigned by the A.M. Best Company. Prior to execution of this agreement, and maintained throughout the life of the contract, the contractor shall furnish to the County Certificates of Insurance indicating the minimum coverage limitation as listed below: co 0 A. General Liability-include as a minimum: _ • Premises Operations 000 Products and Completed Operations co • Blanket Contractual Liability Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be $300,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shall be: $100,000 per person; 0 $300,000 per Occurrence; and $50,000 Property Damage. co An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made Policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of 48 months following the termination or expiration of the contract. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED. B. Vehicle Liability-include as aminimum: • Owned, Non-Owned, and Hired Vehicles Packet Pg. 1203 C.14.a The minimum limits acceptable shall be $100,000 Combined Single Limit. If split limits are provided, the minimum limits acceptable shall be: $50,000 per Person; $100,000 per Occurrence; and $25,000 Property Damage. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED. C. Workers Compensation -limits sufficient to respond to Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease,policy limits $100,000 Bodily Injury by Disease, each employee All coverages shall be provided. If the Contractor has been approved by Florida's Department of Labor, as an authorized self- insurer, the County shall recognize and honor the Contractor's status. The Contractor may be co required to submit a Letter of Authorization issued by the Department of Labor and Certificate 0 of Insurance, providing details on the Contractor's Excess Insurance Program. U_ co If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be co required. In addition, the contractor may be required to submit updated financial statements from the fund upon request from the County. re. 13. PROFESSIONAL RESPONSIBILITY The Contractor warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described, subject to the terms and conditions set forth in these contract documents. The Contractor shall at all times exercise independent, 000 professional judgment and shall assume professional responsibility for the services to be co provided. Continued funding by the County is contingent upon retention of appropriate local, state, and/or federal certification and/or licensure of contractor. E 14. 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 FOR CONTRACTOR County Administrator Star of the Sea Foundation, Inc. Gato Building 5640 Maloney Ave I100 Simonton Street Key West, FL 33040 Key West, Fl. 33040 Packet Pg. 1204 C.14.a And Sheryl Graham, Director Monroe County Social Services 1100 Simonton Street Key West, Fl. 33040 15. TERMINATION A. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon sixty (60) days written notice to CONTRACTOR. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay 5 CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section < 2-721 et al. of the Monroe County Code. Either party may cancel this Agreement without 0 cause upon sixty (60) days' written notice of its intention to do so to the other party; however, this provision may not be exercised during hurricane season (June 1 to November 30) unless co both parties mutually agree to terminate. In the event of termination, the County shall owe for 0 all goods and services delivered prior to the date of termination. co 0 co B. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR E with five (5) calendar days' notice and provide the CONTRACTOR with an opportunity to 2 cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY 0 shall pay CONTRACTOR the sum due to the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five (5) days written notification to the CONTRACTOR. 16. GOVERNING LAWS,VENUE,INTERPRETATION This Agreement shall be governed by and construed in accordance with the laws of the Packet Pg. 1205 C.14.a State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of the Agreement, the County and Contractor agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. The County and Contractor agree that, in the event of conflicting interpretation 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. 17. RECORDKEEPING Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. All such documents shall be retained for a period of 5 years. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor or not paid to County pursuant to this Agreement were spent for purposes not authorized by this Agreement or wrongfully retained by Contractor, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS,running from the date the monies were to have been paid. co 0 18. SEVERABILITY _ Ifany term, covenant, condition or provision of this Agreement (or the application thereof co 0 to any circumstance or person) shall be declared invalid or unenforceable to any extent by a co court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken co provision. 0 19. 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, court 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. 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, Packet Pg. 1206 C.14.a 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. re. 23. ADJUDICATION OF DISPUTES OR DISAGREEMENTS County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of 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 public meeting of the Board of County Commissioners. Ifthe issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to .2 seek such relief or remedy as may be provided by this Agreement or by Florida law. This co provision does not negate or waive the provisions of Paragraph 15 concerning cancellation. a 0 24. COOPERATION co In the event any administrative or legal proceeding is instituted against either party relating co to the formation,execution,performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 25. NONDISCRIMINATION County and Contractor agree that there shall be no discrimination against any person, and co it is expressly understood that upon a determination by a court of competent jurisdiction that co discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to E 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 Packet Pg. 1207 C.14.a and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC 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 NoteO, as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age. 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. 26. COVENANT OF NO INTEREST County and Contractor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 27. CODE OF ETHICS County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section co 112.313, Florida Statues, regarding, but not limited to, solicitation or acceptance of gifts; doing a business with one's agency; unauthorized compensation; misuse of public position, conflicting U- employment or contractual relationship; and disclosure or use of certain information. 0 co 28. NO SOLICITATION/PAYMENT The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor co agrees that the County shall have the right to terminate this Agreement without liability and, at co its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 29. 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 Packet Pg. 1208 C.14.a fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract,the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps .2 and maintains public records upon completion of the contract, the Contractor shall meet all co applicable requirements for retaining public records. All records stored electronically must be a provided to the County, upon request from the County's custodian of records, in a format that is 0 compatible with the information technology systems of the County. co (5) A request to inspector copy public records relating to a County contract must be made directly co 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 E 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 0 co 30. NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statues, 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. 31. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers agents or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties Packet Pg. 1209 C.14.a of such officers agents,volunteers, or employees outside the territorial limits of the County. 32. 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 and 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. 33. NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of the 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 .2 Agreement. co 34. ATTESTATIONS Contractor agrees to execute such documents as the County may reasonably require, to co include a Public Entity Crime Statement, An Ethics Statement, and a Drug-Free Workplace co Statement. 35. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual E 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. co co 36. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be E regarded as an original all of which taken together shall constitute one and the same instrument. Any of the parties hereto may execute this Agreement by signing such counterpart. 37. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not apart of this Agreement and will not be used in the interpretation of any provision of this Agreement. 38. CONTINGENCY STATEMENT Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Monroe County Board of County Commissioners and the Packet Pg. 1210 C.14.a obtaining of grant funding for the Program. 39. FEDERAL AND STATE CONTRACT CLAUSES Provisions Required by Federal Law, 2 CFR part 200. A) Equal Employment Opportunity, No Discrimination Provisions: 1) During the performance of this Agreement,the CONTRACTOR,in accordance with Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix 11, ¶ C, agrees as follows: 2) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the 0 following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; a layoff or termination; rates of pay or other forms of compensation; and selection for training, 0 including apprenticeship. The contractor agrees to post in conspicuous places, available to co employees and applicants for employment,notices to be provided by the contracting officer setting co forth the provisions of this nondiscrimination clause. 3) The contractor will,in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or E national origin. 2 4) The contractor will not discharge or in any other manner discriminate against any 0 employee or applicant for employment because such employee or applicant has inquired about, co discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the E compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge,in furtherance of an investigation,proceeding,hearing, or action,including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. 5) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and Packet Pg. 1211 C.14.a shall post copies of the notice in conspicuous places available to employees and applicants for employment. 6) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 7) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 8) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. .2 co 9) The Contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of 0 Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such co provisions will be binding upon each subcontractor or vendor. The Contractor will take such action co with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance; provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States. B) OTHER FEDERAL CONTRACT REQUIREMENTS 0 The Contractor and its subcontractors must follow the provisions, as applicable, as set forth in co Appendix 11 to 1 C.F.R. Part 200, as amended, including but not limited to: E 1). Davis-Bacon Act, as amended(40 U.S.C. §§3141-3148). When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program, all prime construction contracts in excess of$2,000 awarded by non-Federal entities must comply with the Davis-Bacon Act (40 U.S.C. §§3141-3144, and §§3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. If applicable, the COUNTY must place a current Packet Pg. 1212 C.14.a prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The COUNTY must report all suspected or reported violations to the Federal awarding agency. When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant Program,Nonprofit Security Grant Program, Tribal Homeland Security Grant Program,Port Security Grant Program and Transit Security Grant Program (it does not apply to other FEMA grant and cooperative agreement programs, including the Public Assistance Program), the contractors must also comply with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). As required by the Act, each contractor or subrecipient is prohibited from inducing,by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The COUNTY must report all suspected or reported violations to the Federal awarding agency. (a) Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R.pt. 3 as may be applicable,which are incorporated by reference into this contract. a (b) Subcontracts. The contractor or subcontractor shall insert in any subcontracts co the clause above and such other clauses as the FEMA may by appropriate instructions a require, and also a clause requiring the subcontractors to include these clauses in any lower 0 tier subcontracts. The prime contractor shall be responsible for the compliance by any co subcontractor or lower tier subcontractor with all of these contract clauses. co (c) Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. 2. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where 0 applicable, which includes all FEMA grant and cooperative agreement programs, all contracts 2 awarded by the COUNTY in excess of $100,000 that involve the employment of mechanics or < co laborers must comply with 40 U.S.C.§§ 3702 and 3704, as supplemented by Department of Labor 0 regulations (29 CFR Part 5). Under 40 U.S.C. §3702 of the Act, each contractor must compute the co wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate E of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 3. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, Packet Pg. 1213 C.14.a or research work under that"funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 4. Clean Air Act(42 U.S.C. 7401-7671q.)and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387). Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§1251-1387) and will report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). The Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—applies to Contracts and subgrants of amounts in excess of$150,000. 5. Debarment and Suspension(Executive Orders 12549 and 12689) A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management(SAM),in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp.,p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under .2 statutory or regulatory authority other than Executive Order 12549. co 6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) Contractors that apply or bid 0 for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier co above that it will not and has not used Federal appropriated funds to pay any person or organization co for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal E award. 2 7. Compliance with Procurement of recovered materials as set forth in 2 CFR § 0 200.322. CONTRACTOR must comply with section 6002 of the Solid Waste Disposal Act, as � amended, by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition,where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 8. Americans with Disabilities Act of 1990,as amended(ADA)—The CONTRACTOR will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the CONTRACTOR pursuant thereto. Packet Pg. 1214 C.14.a 9. Disadvantaged Business Enterprise(DBE)Policy and Obligation-It is the policy of the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY and its CONTRACTOR agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with 2 C.F.R. § 200.321(as set forth in detail below), applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNTY and the CONTRACTOR and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. 2 C.F.R. § 200.321 CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS a. If the CONTRACTOR, with the funds authorized by this Agreement, seeks to subcontract goods or services, then, in accordance with 2 C.F.R. §200.321, the CONTRACTOR shall take the following affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever possible. b. Affirmative steps must include: .2 (1) Placing qualified small and minority businesses and women's business co enterprises on solicitation lists; 'a (2) Assuring that small and minority businesses, and women's business 0 enterprises are solicited whenever they are potential sources; co (3) Dividing total requirements, when economically feasible, into smaller tasks co or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; E (5) Using the services and assistance, as appropriate, of such organizations as 2 the Small Business Administration and the Minority Business Development Agency of the < co Department of Commerce. 0 (6) Requiring the Prime contractor, if subcontractor are to be let, to take the co affirmative steps listed in paragraph (1) through (5) of this section. E 10. The Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. Packet Pg. 1215 C.14.a IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first written above in six (6) counterparts, each of which shall,without proof or accounting for the other counterparts, be deemed an original contract. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA By: By: Deputy Clerk Mayor/Chairman Date: (SEAL) STAR OF THE SEA FOUNDATION, INC. Attest/Witness a By: By: co Name Printed: Title: 0 0 co By: co Name Printed: co co Packet Pg. 1216 C.14.a a CO 0 0 CO CO CO CO Packet Pg. 1217 C.14.b County �� A14 F C 1INT °COMMIssl NF s "j; Nlayor Sylvia Murphy,Distrid S The Florida Keys Ma}or Pro Tern Danny KUlhage.Distris t Michelle Coldiron.District 2 Heather Carruthers.District 3 David Rice,District 4 County Commission Meetg May 22, 2019 Agenda Item Number: C.33 Agenda Item Summary #5596 „ . BULK ITEM: Yes : Social Services � _ E CONTACT:TIME APPROXIMATE: STAFF Sheryl Graham (305) 22-451 n/a 0 ® : p p,rov i to award bid a enter into contract negotiations forte co service of meals forte attendees of the Monroe County congregate meal program, recipients of the Home-delivered mal program, and the residents of Bayshore Manor ( s applicable). G.A. Food Service, Inc., will be the primary contract awar ( ost res onsive res o e t), t e ack- coded contract will be awarded to Star oft the Sea Foundation, Inc. (2nd most responsive respondent). Once co BOCC approval is received, contract negotiations will proceed with the respondents and the Alliance for Aging and then submitted tote BOCC in June 2019 for final approval. cm ® T e ranting age n cy-,t"'e, Alliance for"Agi (AAA), and t" a --- st recent 0 Department of Elder Affairs ( ) Programs and Services Handbook requires all Nutrition providers to put their subcontractors. including food service vendor contract(s), out to bid every six ( ) years. The BOCC requested that the Social Services Department seek vendors who would be le to provide more fresh food/meal options. G.A. Food Service, Inc., was the most responsive idder in that they are the lowest cost and area le to serve ALL areas of the Florida eys. Star of co the Sea Foundation. Inc. waste second most responsive bidder in that the y proposed serving Key o West and Inch at Bayshore Manor (Stock Island). Social Services will enter into contracts with o both companies forte provision of both fresh and frozen meals to the seniors of Monroe County. PREVIOUS RELEVANT BOCC ACTION: 12/19/2018 BOCC approved the Congregate eal Program . CONTRACT/AGREEMENT /A STAFF RECOMMENDATION: Approval FINALA AI SHEET Packet Pg.972 Packet Pg. 1218 C.14.b .3 -1 ,,,, -- ........................................... .-------------------- .. ..... FINANCIAL IMPACT: Effective Date: 7/1/201 Expiration Date: 6/30/2020 Total Dollar Value of Contract: N/A Total Cost to County: Current Year Portion: Budgeted: Yes Source of Funds: Older American's Act,Community Care for the Disabled Adults Program, General Revenue CPI: N/A Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes,amount: N/A 0 Grant: co County Match: -0- 0 0 Insurance Required: No co Additional Details: co cm REVIEWED BY: Sheryl Graham Completed 5/ 71' 1 2:26 P Pedro Mercado Completed 05/0712019 :34 PM Budget and Finance Completed 5/ 712 1 3:52 PM Maria Slavik Completed 05/07120193:5 2 Kathy Peters Completed 05/07/20191 PM 0 Board of County Commissioners Pending 5/22/2 1 9:00 AM 'a 0 0 ca Packet Pg.973 Packet Pg. 1219 C.14.b (WBJBOAd IBOW OWBOJBUODa0; a 0;lanoa ) 133HS Nouvinevi cus 1 I.A :IUGwti3uuv IL Li u c a E- a u U u m LE 0 o \ Q o a u' Ln M0) co Ln Nd s a I— I CO ® N w 72 a. LLJa if1 J do CO Q. Z CC CO 7 > I— W. H 0 a N U D _ LLJ ua h th a ri '— ua a w C. a } ® T b CO �- V CL F u a 0 L ti V 0 c KaUh 0 u 4" LL L a W w +- V 0 +- .2 .> (n OJ y o y W tea_ a y, fj 0 0 } 72 >• iCo ®Ll ® ` .. _ u LL. a a a CL a 4- Fo V) Co Packet Pg. 1220