Item C29 C.29
t, BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Heather Carruthers,District 3
IleOI1da Keys Mayor Pro Tern Michelle Coldiron,District 2
�p.° Craig Cates,District I
David Rice,District 4
Sylvia J.Murphy,District 5
County Commission Meeting
January 22, 2020
Agenda Item Number: C.29
Agenda Item Summary #6492
BULK ITEM: Yes DEPARTMENT: Social Services
TIME APPROXIMATE: STAFF CONTACT: Sheryl Graham (305) 292-4510
N/A
AGENDA ITEM WORDING: Approval of waiver of purchasing policy and procedure and
approval, on a sole source basis, of Annual Agreement between Tranquility Bay Adult Day Care of
Marathon, CORP., d/b/a Las Mias Adult Day Care and Monroe County Social Services to provide
Facility-Based Respite Services to elderly and disabled citizens residing throughout Monroe County
in an amount not to exceed $50,000 for the period of 11/1/2019 through 10/31/2020.
ITEM BACKGROUND: Monroe County Social Services receives grant funding from the Alliance
for Aging to provide Facility-Based Respite and Caregiver Services to elderly and/or disabled
Monroe County residents. Tranquility Bay Adult Day Care of Marathon, CORP., d/b/a Las Mias
Adult Day Care has recently changed ownership and will continue to provide these services and
meet these critical needs for this population in a highly successful manner. The new owners have a
proven track record for providing this service successfully in Miami-Dade County. The services are
provided on site at the same physical location the previous owners operated from. Tranquility Bay is
the only service provider geographically located in the service area that can provide these Facility-
Based Respite and Caregiver Services making it the sole source available for the services.
PREVIOUS RELEVANT BOCC ACTION: None
CONTRACT/AGREEMENT CHANGES:
Annual Agreement
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Agreement 19 20
FINANCIAL IMPACT:
Effective Date: 11/01/2019
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C.29
Expiration Date: 10/31/2020
Total Dollar Value of Contract: $50,000.00
Total Cost to County:
Current Year Portion:
Budgeted:
Source of Funds: ADI 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: Yes
Additional Details: No
REVIEWED BY:
Sheryl Graham Completed 01/07/2020 5:30 PM
Pedro Mercado Completed 01/07/2020 5:33 PM
Budget and Finance Completed 01/08/2020 8:10 AM
Maria Slavik Completed 01/08/2020 8:48 AM
Kathy Peters Completed 01/08/2020 10:39 AM
Board of County Commissioners Pending 01/22/2020 9:00 AM
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AGREEMENT #19/20
TB Adult Day Care of Marathon, CORP
d/bla: Las Mias Adult Day Care
THIS AGREEMENT, made and entered into this 22 nd day of January, 2020, by and
between ON OE COUNTY, FLORIDA,/Monroe County Social Services a political subdivision
of the State of Florida (hereinafter called the "Owner" or "County"), and Tranquility Bay Adult
Day Care of Marathon, CORP. d/b/a: Las Mias 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
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S e r v i c e s Countywide;and M
WHEREAS, the County has provided Services to assist the vulnerable elderly and/or U)
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disabled residents to remain in their homes and maintain independence for over 30 years; and U)
WHEREAS, the County desires to contract for Facility Based Respite Services to 0
ensure that such services are available throughout the County; and
WHEREAS, Tranquility Bay Adult Day Care of Marathon, CORP. d/b/a: Las Mias Adult
Day Care is qualified and desires to provide Services; co
NOW THEREFORE, in consideration of the mutual covenants and provisions contained Cr
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herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set
forth,mutually agree as follow:
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1. THE CONTRACT M
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 E
executed by the parties hereafter, and all required insurance documentation. In the event 2
of a discrepancy between the documents, precedence shall be determined by the order of the
documents as just listed.
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2. SCOPE OF THE WORK
The Contractor shall provide Facility Based Respite Services for the County, specifically
in the Middle Keys area. The Contractor warrants that it is authorized by law to engage in the <
performance of the activities herein described, subject to the terms and conditions set forth in
these contract documents. The provider shall at all times exercise independent, professional
judgment and shall assume professional responsibility for the services to be provided. Contractor
shall provide services using the following standards, as a minimum requirement:
A. The Contractor shall maintain adequate staffing levels to provide the services
required under this contract.
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AGREEMENT N19/20 F C.29.a
TB Adult Day Care of Marathon, CORP
d/b/a: Las Mias Adult Day are
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
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generally accepted accounting principles and such laws,rules, and regulations as may govern the Clerk's C)
disbursement of funds.
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B. Upon Monroe County's receipt and thorough review and processing of said invoices, 2
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Monroe County Clerk's Office shall submit payment to the Contractor in accordance with the Florida cu
Prompt Payment Act.
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C. County's performance and obligation to pay under this agreement, is contingent upon
annual appropriation by the Board of County Commissioners.
4. TERM OF CONTRACT
The to of this contract is for one year, commencing on the I" day of November, 2019 and
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ending on the 31 st day of October, 2020. The County shall have the option to renew this Agreement at r_
its sole discretion for one (1) additional (12 month)period for the same service rate.
5. CONTRACTOR'S RESPONSIBILITIES N
C)
A. The Contractor will perform only authorized Facility-based Respite at Tranquility
Bay Adult Day Care of Marathon, CORP. d/b/a: Las Mias Adult Day Care at 10875 Overseas Highway,
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Suites 130,Marathon,FL 33050 for the it rate(s) specified herein. Only this service that is specifically
authorized by the County as documented by the Social Services Department will be reimbursable.
This s ervice will be provided by the Contractor in accordance with DOEA
definitions/specification, by agencies that hold necessary licenses, and by individual workers qualified
to perform such services as detailed in the most recent version of the F-lorida Department of Elder E
Affairs (DOEA) Handbook and the CFOP 140-8, Community Care for Disabled Adults Operating
Procedures, and in accordance with the Agency for Health Care Administration (AHCA) guidelines as <
required and any subsequent modifications thereto.
B. The service the Contractor will provide under these terms and conditions are
Facility-based respite care as defined by DOEA Handbook, DCF CFOP 140-8 and AHCA
guidelines as noted above and any subsequent revisions thereto.
C. The Contractor will.provide services during the term of this contract for the unit
rates as agreed upon and that follow: $8.75/unit for F acility-based respite care. A unit for
each service is defined by the most recent version of the DOEA Handbook, DCF CFOP 140-8,
and AHCA guidelines as noted above and any subsequent revisions thereto. The number of
units of services performed for each client must be pre-authorized by the County in
accordance with the Activity Plan.
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AGREEMENT #19/2,0 F T 2-9.a—
TB Adult Day Care of Marathon, CORP
d/b/a.- Las Mias Adult Day Care
D. The Contractor will provide the service detailed in "B" above for the unit rate
agreed upon in "C" above in the geographic area detailed in "A" above.
E. The Contractor will in all cases provide service within the timeframes agreed upon
in the Activity Plan, required by the most recent version of the Florida Department of Elder Affairs
(DOEA) Handbook and the CFOP 140-8, Community Care f®r Disabled Adults Operating Procedures,
and AHCA guidelines as noted above and any subsequent revisions thereto. The Contractor agrees
that Mon-roe 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 U)
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conduct its business activities in a reputable manner. Proof of such licenses and approvals U)
shall be submitted to the County annually and upon request.
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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
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consistently applied. Each party to this Agreement or their authorized representatives shall have r-
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
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to Sec. 55.03, FS, running from the date the monies were paid to Contractor.
7. PUBLIC ACCESS
Contractor must comply with Florida public records laws,including but not limited to Chapter
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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 for of a court proceeding and shall, as
a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that
proceeding. This provision shall survive any termination or expiration of the contract.
The Contractor is encouraged to consult with its advisors about Florida Public Records Law
in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is
required to:
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AGREEMENT #19/20 F T 2-9.a—
TB Adult Day Care of Marathon, CORP
d/b/a.- Las Mias Adult Day Care
(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 to and following completion of the contract if the contractor does not transfer the records
to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in
possession of the Contractor or keep and maintain public records that would be required by the County
to perform the service. If the Contractor transfers all public records to the County upon completion of
the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If the Contractor keeps and maintains public U)
records upon completion of the contract, the Contractor shall meet all applicable requirements for U)
retaining public records. All records stored electronically must be provided to the County, upon
request from the County's custodian of records, in a format that is compatible with the information 0
technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be made
directly to the County, but if the County does not possess the requested records, the County shall
immediately notify the Contractor of the request, and the Contractor must provide the records to the co
County or allow the records to be inspected or copied within a reasonable time.
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IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS N
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CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN
BRADLEY, AT (305) 292-3470
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8. INDENWIFICATION/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
E 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,
(13) 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
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AGREEMENT #19/20 F C.29.a
TB Adult Day Care of Marathon, CORP
d/b/a: Las Mias Adult Day Care
Agreement.
Prior to execution of this agreement, the contractor shall furnish the Owner Certificates of
Insurance indicating the minimum coverage limitations as indicated by an "X" on the attached
forms identified as INSCKLST 1-5, as further detailed on forms WC1, GLI, and VL2, 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 N
commercial liability insurance coverage, self-insurance coverage, or local government liability M
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 U)
waiver. 2
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9. INDEPENDENT CONTRACTOR
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.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 beemployees of the Board of County co
Commissioners of Monroe County.
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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
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discrimination has occurred, this Agreement automatically terminates without any further action M
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
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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
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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 (PI, 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
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AGREEMENT #19/20
TB Adult Day are of Marathon, CORP
d/b/a: Las Mias Adult Day are
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.
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12. COMPLIANCE WITH LAW
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In providing all services/goods pursuant to this agreement, the Contractor shall abide by all T
statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such U)
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 0
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 to of this contract. Contractor shall use the
Department of Homeland Security's E-verify system to verify the employment eligibility of all new co
employees hired during the contract term pursuant to this agreement.
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13. SUPPORT TO THE DEAF OR.HARD-017-HEARING r_
a. The contractor shall comply with section 504 of the Rehabilitation Act of 1973,29 U.S.C.
794, as implemented by 45 C.F.R. Part 84 (hereinafter referred to as Section 504) and the American
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with Disabilities Act of 1990, 42 U.S.C. 12131, as implemented by 28 C.F.R. Part 35 (hereinafter M
referred to as ALGA),
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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
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calendar days of the effective date of this requirement.
C. The Single-Point-of-Contract shall ensure that employees are aware of the requirements,
roles & responsibilities, and contact points associated compliance with Section 504 and the ADA.
Further, employees of the contractor shall attest in writing that they are familiar with the requirement of
Section 504 and the ADA. This attestation shall be maintained in the employee's personnel file.
d. The contractor's Single-Point-of-Contract will ensure that conspicuous Notices Which
provide information about the availability of appropriate auxiliary aids and services at no- cost to the
deaf or hard-of-hearing clients or companions and/or caregivers are posted near where people enter or
are admitted within the agent locations. Such Notices must be posted immediately. The approved
Notice can be downloaded through the Internet at:
http://www.dcf.state.fl.us/admin/ig/eivilrights.shtml.
The contractor shall document the customer's or companion's and/or caregiver's preferred method
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AGREEMENT #19/20
TB Adult Day Care of Marathon, CORP
ft/a: ,as Mins Adult Day are
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 1st day of each month, to the
Monroe County Social Services Compliance Manager.
14. DISCLOSUREAND 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
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public position., conflicting employment or contractual relationship; and disclosure or use of T
certain information. 2
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Upon execution of this contract, and thereafter as changes may require, the Contractor 0
shall notify the County of any financial interest it may have in any and all programs in Monroe
County which the Contractor sponsors, endorses, recornmends, 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
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retained any company or person, other than a bona fide employee working solely for it, to
solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working solely for it,
any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the
award or making of this Agreement. For the breach or violation of the provision, the Contractor
agrees that the County shall have the right to terminate this Agreement without liability and, at E
its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, 2
commission, percentage, gift, or consideration.
15. NO PLEDGE OF CREDIT
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The Contractor shall not pledge the County's credit or make it a guarantor of payment or
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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:
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AGREEMENT #19/20
TB Adult Day are of Marathon, CORP,
d/b/a: as Mias Adult Day Care
FOR COUNTY:
Mon-roe County and County Attorney
Sheryl Graham, Sr. Director 1111 12th Street Suite 408
1100 Simonton Street 2-257 Key West, FL. 33040
Key West, FL. 33040 305-292-3470
305-292-4510
FOR CONTRACTOR:
Tranquility Bay Adult Day Care of Marathon, CORP
d/b/a: Las Mias Adult Day Care
Rolando Cruz, President
Lucy Cruz, Executive Director
10875 Overseas Highway, Suite#130 U)
Marathon, FL 33050 2
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305-448-8557
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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 Cr
this agreement.
18. TERMINATION
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The County may terminate this contract for cause with seven (7) days' notice to the M
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. E
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 to 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,
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AGREEMENT #19/20 F T 2-9.a—
TB Adult Day Care of Marathon, CORP
d/b/a.- Las Mias Adult Day Care
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 ternis, 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 a
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 U)
pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure U)
and usual and customary procedures required by the circuit court of Monroe County.
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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
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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
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Agreement or provision of the services under this Agreement. County and Contractor specifically
agree that no party to this Agreement shall be required to enter into any arbitration proceedings related
to this Agreement.
20. BINDING EFFECT E
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
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AGREEMENT 419/20
TB Adult Day are of Marathon, CORP
d/b/a: Las Mias Adult Day Care
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, oremployees of any public agents oremployees 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, oremployees outside the territorial limits of the County.
24. LEGAL OBLIGATIONS AND RESPONSIBILITIES
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Non-Delegation of Constitutional or Statutory Duties: This Agreement is not intended to C)
nor shall it be construed as, relieving any participating entity from any obligation or U)
responsibility imposed upon the entity by law except to the extent of actual and timely T
performance thereof by any participating entity, in which case the performance may be offered U)
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 0
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 Cr
County nor the Contractor or any agent, officer, oremployee 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,
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or superior to the community in general or for the purposes contemplated in this Agreement. C)
26. ATTESTATIONS
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Contractor agrees to execute such documents as the County may reasonably require, including a
Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement.
27. NO PERSONAL LIABILITY
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No covenant or agreement contained herein shall be deemed to be a covenant or agreement of
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any member, officer, agent oremployee of Monroe County in his or her individual capacity, and no
member, officer, agent, oremployee 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 HEA.DINGS
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.
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AGREEME NT #19/20 F T 2-9.a—
TB Adult Day Care of Marathon, CORP
d/b/a: Las Mias Adult Day are
30. PROVISION 00.
A. Equal Employment Opportunity,No Discrimination Provisions:
CONTRACTOR and COUNTY 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 or COUNTY 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 VII 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 1.973, as amended
U)
(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) U)
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 0
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. 3601 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. 1.2101 Note),as may be amended from time to time,
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relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article r-
II, which prohibits discrimination. on the basis of race, color, sex, religion, national origin, ancestry,
sexual orientation,gender identity or expression, familial status or age; 11)Any other nondiscrimination
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provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of,this
Agreement.
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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
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Contract Compliance Programs,Equal Employment Opportunity,Department of Labor). See 2 C.F.R.
Part 200, Appendix 11, C, agrees as follows:
1) 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 following: Employment, upgrading, demotion, or transfer, recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The contractor agrees to post in conspicuous
places, available toemployees and applicants for employment, notices to be provided by the
contracting officer setting forth the provisions of this nondiscrimination clause.
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AGREEMENT #19/20
TB Adult Day Care of Marathon, CORP
Ca® as Mias Adult Day Care
2) 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
national origin.
3) The contractor will not discharge or in any other manner discriminate against any
employee or applicant for employment because such employee or applicant has inquired about,
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 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
U)
or action, including an investigation conducted by the employer, or is consistent with the
contractor's legal duty to furnish information. 2
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4) The contractor will send to each labor union or representative of workers with 0
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 shall post copies of the notice in conspicuous places available to employees and co
applicants for employment.
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5) 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.
6) The contractor will furnish all information and reports required by Executive
Order 11246 of September 24, 1.965, 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
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contracting agency and the Secretary of Labor for purposes of investigation to ascertain
compliance with such rules, regulations, and orders.
7) In the event of the contractor's non-compliance with the nondiscrimination
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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.
The Contractor will include the portion of the sentence immediately preceding paragraph (1)
and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of
Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The Contractor will take such action 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
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AGREEMENT #19/20
TB Adult Day Care of Marathon, CORP
d/b/a: Las Mias Adult Day Care
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,
31. OTHER FEDERAL CONTRACI—REQUIREMENU The Contractor and its
subcontractors must follow the provisions, as applicable, as set forth in Appendix II to I C.F.R. Part
200, as amended, including but not limited to:
A. Davis-Bacon Act, as amended (40 U.S.C. §§3141-3148). When required by
Federal program legislation, which includes emergency Management Preparedness Grant
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Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal M
Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant
U)
Program, all prime construction contracts in excess of$2,000 awarded by non-Federal entities T
must comply with the Davis-Bacon Act (40 U.S.C. §§3141-3144, and §§3146-3148) as U)
supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions
Applicable to Contracts Covering Federally Financed and Assisted Construction"). In 0
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 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
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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
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Security Grant Program, Port Security Grant Program and Transit Security Grant Program (it M
does not apply to other FERIA grant and cooperative agreement programs, including the Public
Assistance Program),the contractors must also comply with the Copeland"Anti-Kickback"Act E
(40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, 2
"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
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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.
1) Contractor. The contractor shall comply with 1.8 U.S.C. § 8 74, 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.
2) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the
clause above and such other clauses as the FEMA may by appropriate instructions require, and
also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.
The prime contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all of these contract clauses.
3) Breach, A breach of the contract clauses above may be grounds for termination
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Packet Pg. 717
AGREEMENT #19/20
TB Adult Day Care of Marathon, CORP
d/b/a: as as Adult Day Care
of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §
5.12.
B. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where
applicable, which includes all FEMA grant and cooperative agreement programs, all contracts
awarded by the COUNTY in excess of$100,000 that involve the employment of mechanics or
laborers must comply with 40 [J.S.C.§§ 3702 and 3704, as supplemented by Department of
Labor regulations (29 CFR Part 5). Under 40 U.S.C. §3702 of the Act, each contractor must
compute the 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 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. U)
These requirements do not apply to the purchases of supplies or materials or articles ordinarily U)
available on the open market, or contracts for transportation or transmission of intelligence.
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C. 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, co
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
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and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," r_
and any implementing regulations issued by the awarding agency.
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D. Clean Air Act (42 U.S.C. 7401.-7671q.) and the Federal Water Pollution Control M
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 E
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$1.50,000.
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E. 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 1.96 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 statutory or regulatory authority other than Executive Order 12549.
F. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or
bid for an award exceeding $100,000 must file the required certification. Each tier certifies to
the tier above that it will not and has not used Federal appropriated funds to pay any person or
organization 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.
14
Packet Pg. 718
AGREEMENT #19/20
TB Adult Day Care of Marathon, CORP
d/bha: Las Mias Adult Day Care
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 award.
G. Compliance with Procurement of recovered materials as set forth in 2 CFR §
200.322. CONTRACTOR must comply with section 6002 of t1le 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. U)
2
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H. Americans with Disabilities Act of 1990, as amended (AAA) — The M
CONTRACTOR will comply with all the requirements as imposed by the ADA,the regulations 0
of the Federal government issued thereunder, and the assurance by the CONTRACTOR pursuant
thereto.
I.Disadvantaged Business Enterprise (DBE) Policy and Obligation® It is the policy of the co
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
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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,
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all recipients and contractors shall take all -necessary and reasonable steps in accordance with 2 M
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
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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,
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2 C.F.R. § 200.321 CONTRACTING WITH SMALL AND MINORITY BUSINESSES,
WOMEN'S BUSINESS ENTERPRISES, AND LABOR SUR-PLUS AREA FIRMS
1. 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.
2. Affirmative steps must include:
a) Placing qualified small and.minority businesses and women's business enterprises
on solicitation lists;
b) Assuring that small and minority businesses, and women's business enterprises
are solicited whenever they are potential sources;
C) Dividing total requirements, when economically feasible, into smaller tasks or
quantities to permit maximum participation by small and minority businesses, and women's
Packet Pg. 719
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AGREEMENT#19/20
TB Adult Day Care of Marathon, CORP
d1b/a-, Las Mlas Adult Day Care
business enterprises;
d) Establishing delivery schedules,where the requirement permits,which encourage
participation by small and minority businesses,and women's business enterprises;
C) Using the services and assistance, as appropriate, of such organizations as the
Small Business Administration and the Minority Business Development Agency of the
Department of Commerce.
f) Requiring the Prime contractor,if subcontractor are to be let,to take the affirmative steps
listed in paragraph(a) through (f)of this section.
J. 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 C14
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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 U)
Security's E-Verify system to verify the employment eligibility of all new employees hired by 2
U)
the subcontractor during the Contract term.
31. MUTUAL REVIEW 0
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. Cr
Tranquility Bay Adult Day Care of Marathon, CORP
d/b/a: Las Mias Adult Day Care Monroe County
Rolando Cruz, President Roman Gastesi,County Administrator
Director
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By: By:
Date:
Date:
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E A Y
D
Ft a J.
ASS
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