Item C28 C.28
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 1
David Rice,District 4
Sylvia J.Murphy,District 5
County Commission Meeting
January 22, 2020
Agenda Item Number: C.28
Agenda Item Summary #6491
BULK ITEM: Yes DEPARTMENT: Social Services
TIME APPROXIMATE: STAFF CONTACT: Sheryl Graham (305) 292-4510
N/A
AGENDA ITEM WORDING: Approval to Ratify Agreement 419-20 between Tranquility Bay
Adult Day Care of Marathon, CORP. 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 $80,000 for the period of 7/1/2019 through 10/31/2019.
ITEM BACKGROUND: Monroe County Social Services and Tranquility Bay Adult Day Care of
Marathon, CORP., provided facility-based respite services to the citizens of the Lower and Middle
Keys via grant services. The services that were provided during the service dates of 7/1/2019
through 10/31/2019 were wholly covered by the Alzheimer's Disease Initiative grant. This agenda
item ratifies the agreement that was in place for that period of time
PREVIOUS RELEVANT BOCC ACTION: T13418/19, Agreement between Tranquility Bay of
Marathon, CORP., and Monroe County Social Services approved by BOCC on 8/15/2018.
CONTRACT/AGREEMENT CHANGES:
Annual Agreement
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
SY2018-2019 08/15/2018
TB adult day care Marathon 07012019
FINANCIAL IMPACT:
Effective Date: 7/1/2019
Expiration Date: 10/31/2019
Total Dollar Value of Contract: $80,000.00 maximum
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C.28
Total Cost to County: 0
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: Yes
Additional Details:
REVIEWED BY:
Sheryl Graham Completed 01/07/2020 4:50 PM
Pedro Mercado Completed 01/07/2020 4:52 PM
Budget and Finance Completed 01/07/2020 5:04 PM
Maria Slavik Completed 01/08/2020 8:48 AM
Kathy Peters Completed 01/08/2020 10:38 AM
Board of County Commissioners Pending 01/22/2020 9:00 AM
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w"RT. C.28.a
Kevin Madok, cPA
Clerk of the Circuit Court& Comptroller—Monroe County, Florida
DATE: December 20, 2018
TO: Sheryl Graham, Director
Social Services
VIA: Kim Wilkes Wean
FROM: Pamela G. Hanc .C.
SUBJECT: June 20th&August 15'BOCC Meetings
Enclosed are three duplicate originals of each of the following for your handling:
June 20, 2018
C31 Annual Agreement between Tranquility Bay Adult Day Care and Monroe County
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Social Services to provide Facility-Based Respite Services to elderly and disabled citizens residing
throughout Monroe County in an amount not to exceed $50,000.00 for the period of July 1, 2018
through June 30, 2019. 00
C32 1 st Amendment to Agreement#TB 17-18 between Tranquility Bay Adult Day LO
Care and Monroe County Board of County Commissioners/Monroe County Social Services to 00
provide Facility-Based respite and Caregiver Services to elderly and/or disabled Monroe County
residents and to increase the "not to exceed amount"from $50,000.00 to $80,000.00 for die
contract period ending June 30, 2018. 00
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August 15,2018
C25 Rescinding of Item C30 from June 20, 2018, BOCC Agenda and granted approval E
and authorized execution of die Annual Agreement between Tranquility Bay Adult Day Care of
Marathon CORP., 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
$30,000.00 for the period of July 1, 2018 through June 30, 2019. Im returnrninggltem C30 to you
without the Mayor's sgnalure as there is no further action needed.
Should you have any questions, please feel free to contact me at ext. 3550. Thank you.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plan
305-294-4641 305-289-6027 305-852-7145 305-j Packet Pg. 665
AGREEMENT #18/19 C.28.a
TB Adult Day Care of Marathon, CORP
THIS AGREEMENT, made and entered into this 15th day of August, 2018 by and
between MONROE COUNTY, FLORIDA,/1VIonroe 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. (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 E
S e r v i c e s Countywide; and
WHEREAS, the County has provided Services to assist the vulnerable elderly and/or
disabled residents to remain in their homes and maintain independence for over 30 years; and
WHEREAS, the County desires to contract for Facility-Based Respite Services to
ensure that such services are available throughout the County; and
WHEREAS, Tranquility Bay Adult Day Care of Marathon, CORP. is qualified and desires
to provide Services;
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NOW THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set 00
forth,mutually agree as follow:
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1.THE CONTRACT 00
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
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executed by the parties hereafter, and all required insurance documentation. In the event
of a discrepancy between the documents, precedence shall be determined by the order of the
documents as just listed.
2. SCOPE OF THE WORK
The Contractor shall provide Facility Based Respite Services for the County,
specifically in the 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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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 II 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 Thirty Thousand dollars ($30,000).The Contractor shall submit to the County a weekly
invoice, with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on
generally accepted accounting principles and such laws, rules, and regulations as may govern the
Clerk's disbursement of funds. 0
B. Upon Monroe County's receipt and thorough review and processing of said invoices,
Monroe County Clerk's Office shall submit payment to the Contractor in accordance with the Florida
Prompt Payment Act.
4. TERM OF CONTRACT
The term of this contract is for one year, commencing on the 1st day of July 2018 and ending
on the 30th day of June 2019. The County shall have the option to renew this Agreement at its sole
discretion for one (1) additional year period for the same service rate.
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5. CONTRACTOR'S RESPONSIBILITIES
A. The Contractor will perform only authorized Facility-based Respite at 00
Tranquility Bay Adult Day Care of Marathon, CORP. at 10875 Overseas Highway, Suites 130,
Marathon, FL 33050 for the unit rate(s) specified herein. Only this service that is specifically LO
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authorized by the County as documented by the Social Services Department will be 00
reimbursable. T h i s s ervice will be provided by the Contractor in accordance with DOEA
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definitions/specification, by agencies that hold necessary licenses, and by individual workers qualified
to perform such services as detailed in the most recent version of the Florida Department of Elder 00
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 W
required and any subsequent modifications thereto.
B. The service the Contractor will provide under these terms and conditions
are: F a c i 1 i t y-based respite care as defined by DOEA Handbook, DCF CFOP 140-8 and AHCA
guidelines as noted above and any subsequent revisions thereto.
C. The Contractor will provide services during the term of this contract for the
unit rates as agreed upon and that follow: $8.75/unit for F a c i 1 i t y-b a s e d respite care. A unit for
each service is defined by the most recent version of the DOEA Handbook, DCF CFOP 140-8, and
AHCA guidelines as noted above and any subsequent revisions thereto. The number of units of
services performed for each client must be pre-authorized by the County in accordance with the
Activity Plan.
D. The Contractor will provide the service detailed in "B" above for the unit rate
agreed upon in "C" above in the geographic area detailed in "A" above.
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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 (DOE-4) Handbook and the CFOP 140-8, Community Care for Disabled Adults Operating
Procedures, and AHCA guidelines as noted above and any subsequent revisions thereto. The
Contractor agrees that Monroe County Social Services will designate representatives to visit
the Contractor's facility(ies) periodically to conduct random open file evaluations and/or other
contract monitoring activities during the Contractor's normal business hours.
F. The Contractor has, and shall maintain throughout the term of this contract,
appropriate licenses and approvals required to conduct its business, and that it will at all
times conduct its business activities in a reputable manner. Proof of such licenses and E
approvals shall be submitted to the County annually and upon request.
G. The Contractor must maintain approval status from the Alliance for Aging,
Inc., as a Medicaid Waiver Provider of Choice, if applicable.
6. CONTRACTOR'S FINANCIAL RECORDS
Contractor shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting co
principles consistently applied. Each party to this Agreement or their authorized representatives
shall have reasonable and timely access to such records of each other party to this
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Agreement for public records purposes during the term of the Agreement and for six years r-
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 00
purposes not authorized by this Agreement, the Contractor shall repay the monies together
with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to LO
Contractor. 00
7. PUBLIC ACCESS
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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 parry, 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:
(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.
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(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 and maintains public
records upon completion of the contract, the Contractor shall meet all applicable requirements for
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 technology E
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 County or
allow the records to be inspected or copied within a reasonable time.
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 CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,
BRIAN BRADLEY, AT (305)292-3470
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8. INDEMNIFICATION/HOLD HARMLESS
Notwithstanding any minimum insurance requirements prescribed elsewhere in this 00
agreement, Contractor shall defend, indemnify and hold the County and the County's elected
and appointed offices, and employees harmless from and against (i) any claims, actions or causes LO
of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other 00
proceedings relating to any type of injury (including death), loss, damage, fine, penalty or
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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) 00
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any activity of Contractor or any of its employees, agents, sub-contractors or other invitees
during the term of this Agreement, (B) the negligence or willful misconduct of Contractor or
any of its employees, agents, sub-contractors or other invitees, or (C) Contractor's default in
respect of any of the obligations that it undertakes under the terms of this Agreement, except to
the extent the claims, actions, causes of action, litigation, proceedings, cost or expenses arise
from the intentional or sole negligent acts or omissions of the County or any of its
employees, agents, or invitees (other than Contractor). Insofar as the claims, actions causes of
action, litigation, proceedings, cost or expenses relate to events or circumstances that occur
during the term of this Agreement, this section will survive the expiration of the term of this
Agreement or any earlier termination of this Agreement.
The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within this agreement.
Prior to execution of this agreement, the contractor shall furnish the Owner Certificates
of Insurance indicating the minimum coverage limitations as detailed on Monroe County forms
WC1, GL,Y, VL2 & PR02, each attached hereto and incorporated as part of this contract
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document, and all other requirements found to be in the best interest of Monroe County as may
be imposed by the Monroe County Risk Management Department.
Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the
participation of the County and the Contractor in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability
coverage, nor shall any contract entered into by the County be required to contain any provision
for waiver.
9. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement the Contractor is an independent E
contractor and not an employee of the Board of County Commissioners of Monroe County. No
statement contained in this agreement shall be construed so as to find the Contractor or any of his
employees, contractors, servants, or agents to be employees of the Board of County
Commissioners of Monroe County.
10. NONDISCRIMINATION
County and Contractor agree that there will be no discrimination against any person, and
it is expressly understood that upon a determination by a court of competent jurisdiction co
that discrimination has occurred, this Agreement automatically terminates without any further
action on the part of any party, effective the date of the court order. Contractor agrees to
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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 00
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 LO
504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794) which prohibits 00
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
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Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on
the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act ' of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service
Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to
confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights
Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale,
rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s.
1201 Note), as maybe amended from time to time, relating to nondiscrimination on the
basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on
the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation,
gender identity or expression, familial status or age; and 11 )Any other nondiscrimination
provisions in any Federal or state statutes which may apply to the parties to, or the subject matter
of,this Agreement.
11. ASSIGNMENT/SUBCONTRACT
The Contractor shall not assign or subcontract its obligations under this agreement,
except in writing and with the prior written approval of the Board of County Commissioners
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of Monroe County which approval shall be subject to such conditions and provisions as the Board
may deem necessary. This paragraph shall be incorporated by reference into any
assignment or subcontract and any assignee or subcontractor shall comply with all of the
provisions of this agreement. Unless expressly provided for therein, such approval shall in no
manner or event be deemed to impose any additional obligation upon the board.
12. COMPLIANCE WITH LAW
In providing all services/goods pursuant to this agreement, the Contractor shall abide by
all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such
services, including those now in effect and hereinafter adopted. Any violation of said statutes,
ordinances, rules and regulations shall constitute a material breach of this agreement and shall
entitle the Board to terminate this contract immediately upon delivery of written notice of
termination to the contractor. The contractor shall possess proper licenses to perform work in
accordance with these specifications throughout the term of this contract. Contractor shall use the
Department of Homeland Security's E-verify system to verify the employment eligibility of all new
employees hired during the contract term pursuant to this agreement.
13. SUPPORT TO THE DEAF OR HARD-OF-HEARING
a. The contractor shall comply with section 504 of the Rehabilitation Act of 1973, 29
U.S.C. 794, as implemented by 45 C.F.R. Part 84 (hereinafter referred to as Section 504) and the
American with Disabilities Act of 1990, 42 U.S.C. 12131, as implemented by 28 C.F.R. Part 35
(hereinafter referred to as ADA).
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b. The contractor shall if it employs 15 or more employees, designate a Single-Point-of-
Contact (one per firm) to ensure effective communication with deaf or hard-of hearing clients or 00
companions and/or caregivers in accordance with Section 504 and the ADA. The name and contact
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information for the contractor's Single-Point-of-Contact shall be furnished to Monroe County within
14 calendar days of the effective date of this requirement. 00
C. The Single-Point-of-Contract shall ensure that employees are aware of the requirements,
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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.def.state.fl.us/admin/ig/civilrights.shtml.
The contractor shall document the customer's or companion's and/or caregiver's preferred
method of communication and any requested auxiliary aids/services provided in the client's
record. Documentation, with supporting justification, must also be made if any request was not
honored. The contractor shall submit Compliance Reports monthly, not later than the 1 st day of each
month,to the Monroe County Social Services Compliance Manager.
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14. DISCLOSURE AND CONFLICT OF INTEREST
The Contractor represents that it, its directors, principles and employees, presently have
no interest and shall acquire no interest, either direct or indirect, which would conflict in
any manner with the performance of services required by this contract, as provided in Sect.
112.311, et. seq., Florida Statutes. County agrees that officers and employees of the County
recognize and will be required to comply with the standards of conduct for public officers and
employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position, conflicting employment or contractual relationship;
and disclosure or use of certain information.
Upon execution of this contract, and thereafter as changes may require, the Contractor E
shall notify the County of any financial interest it may have in any and all programs in
Monroe County which the Contractor sponsors, endorses, recommends, supervises, or requires for
counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such
program is required by statute, as a condition of probation, or is provided on a voluntary basis.
The County and Contractor warrant that, in respect to itself, it has neither employed nor
retained any company or person, other than a bona fide employee working solely for it, to
solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working solely for it,
any fee, commission, percentage, gift, or other consideration contingent upon or resulting from
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the award or making of this Agreement. For the breach or violation of the provision, the
Contractor agrees that the County shall have the right to terminate this Agreement without
liability and, at its discretion, to offset from monies owed, or otherwise recover, the full 00
amount of such fee, commission, percentage, gift, or consideration.
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15. NO PLEDGE OF CREDIT 00
The Contractor shall not pledge the County's credit or make it a guarantor of payment or
surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The
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Contractor further warrants and represents that it has no obligation or indebtedness that
would impair its ability to fulfill the terms of this contract.
16. NOTICE REQUIREMENT
Any notice required or permitted under this agreement shall be in writing and hand delivered
or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to
the following:
FOR COUNTY:
Monroe County and County Attorney
Sheryl Graham, Sr. Director 1111 12t' Street Suite 408
1100 Simonton Street 2-257 Key West, FL. 33040
Key West, FL. 33040 305-292-3173
305-292-4510
FOR CONTRACTOR:
Tranquility Bay Adult Day Care of Marathon, CORP
Oscar Hernandez, President
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10875 Overseas Highway, Suite#130
Marathon,FL 33050
305-440-2398
17. TAXES
The County is exempt from payment of Florida State Sales and Use taxes. The Contractor
shall not be exempted by virtue of the County's exemption from paying sales tax to its
suppliers for materials used to fulfill its obligations under this contract, nor is the Contractor
authorized to use the County's Tax Exemption Number in securing such materials. The
Contractor shall be responsible for any and all taxes, or payments of withholding, related to
services rendered under this agreement.
18. TERMINATION
The County may terminate this contract for cause with seven (7) days' notice to the
contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the
services enumerated as the Contractor's obligations under this contract.
Either of the parties hereto may terminate this contract without cause by giving the other
party sixty(60) days written notice of its intention to do so.
19. GOVERNING LAW VENUE INTERPRETATION COSTS AND FEES
A. This Agreement shall be governed by and construed in accordance with the laws of
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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 00
the enforcement or interpretation of this Agreement, County and Contractor agree that venue will
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lie in the appropriate court or before the appropriate administrative body in Monroe County.
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C. The County and Contractor agree in the event of conflicting interpretations of the
terms or a term of this Agreement by or between any of them, the issue shall be submitted to
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mediation prior to the institution of any other administrative or legal proceeding.
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D. Severability. If any term, covenant, condition, or provision of this Agreement
(or the application thereof to any circumstance or person) shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants,
conditions and provisions of this Agreement shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by law unless the enforcement of the remaining terms, covenants, conditions
and provisions of this Agreement would prevent the accomplishment of the original intent of this
Agreement. The County and Contractor agree to reform the Agreement to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision.
E. Attorney's Fees and Costs. The County and Contractor agree that in the event
any cause of action or administrative proceeding is initiated or defended by any party
relative to the enforcement or interpretation of this Agreement, the prevailing party shall
be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses,
as an award against the non-prevailing parry, and shall include attorney's fees, courts costs,
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investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated
and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of
Civil Procedure and usual and customary procedures required by the circuit court of Monroe County.
F. Adjudication of Disputes or Disagreements. County and Contractor agree that
all disputes and disagreements shall be attempted to be resolved by meet and confer sessions
between representatives of each of the parties. If no resolution can be agreed upon within 30
days after the first meet and confer session, the issue or issues shall be discussed at a public
meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the
satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may
be provided by this Agreement or by Florida law.
G. Cooperation. In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance, or breach of this Agreement,
County and Contractor agree to participate, to the extent required by the other party, in all
proceedings, hearings, processes, meetings, and other activities related to the substance of this
Agreement or provision of the services under this Agreement. County and Contractor
specifically agree that no party to this Agreement shall be required to enter into any arbitration
proceedings related to this Agreement.
20. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to
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the benefit of the County and Contractor and their respective legal representatives, successors,
and assigns.
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21. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and performance LO
of this Agreement have been duly authorized by all necessary County and corporate 00
action, as required by law.
22. CLAIMS FOR FEDERAL OR STATE AID00
Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain
federal and state funds to further the.purpose of this Agreement; provided that all applications,
requests, grant proposals, and funding solicitations shall be approved by each party prior to
submission.
23. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and
rules and pensions and relief, disability, workers' compensation, and other benefits which apply to
the activity of officers, agents, or employees of any public agents or employees of the County,
when performing their respective functions under this Agreement within the territorial limits of .
the County shall apply to the same degree and extent to the performance of such functions and
duties of such officers, agents, volunteers, or employees outside the territorial limits of the
County.
24. LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non-Delegation of Constitutional or Statutory Duties: This Agreement is not intended to,
nor shall it be construed as, relieving any participating entity from any obligation or
9
Packet Pg. 674
AGREEMENT #18/19 F C.28.a
TB Adult Day Care of Marathon, CORP
responsibility imposed upon the entity by law except to the extent of actual and timely
performance thereof by any ,participating entity, in which case the performance may be
offered in satisfaction of the obligation or responsibility. Further, this Agreement is not
intended to, nor shall it be construed as, authorizing the delegation of the constitutional or
statutory duties of the County, except to the extent permitted by the Florida constitution, state
statute, and case law.
25. NON-RELIANCE BY NON-PARTIES.
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to
enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the County and the Contractor agree that neither the
County nor the Contractor or any agent, officer, or employee of either shall have the authority E
to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this .Agreement separate and
apart, inferior to, or superior to the community in general or for the purposes contemplated in this
Agreement.
26. ATTESTATIONS
Contractor agrees to execute such documents as the County may reasonably require, including a
Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. co
27. NO PERSONAL LIABILITY
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No covenant or agreement contained herein shall be deemed to be a covenant or agreement of
any member, officer, agent or employee of Monroe County in his or her individual capacity, and no
member, officer, agent or employee of Monroe County shall be liable personally on this Agreement 00
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or be subject to any personal liability or accountability by reason of the execution of this Agreement.
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28. EXECUTION IN COUNTERPARTS 00
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
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instrument and any of the parties hereto may execute this Agreement by signing any such
counterpart.
29. SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are not a part of this Agreement and
will not be used in the interpretation of any provision of this Agreement.
30. MUTUAL REVIEW
This agreement has been carefully reviewed by the Contractor and the County. Therefore, this
agreement is not to be construed against any party on the basis of authorship.
10
Packet Pg. 675
AGREEMENT #18/19 F C.28.a
TB Adult Day Care of Marathon, CORP
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date
%jrtten above in four (4) counterparts, each of which shall, without proof or accounting for
,�,,
Xe, her coFilerparts,be deemed an original contract.
(SALE) + m BOARD OF COUNTY COMMISSIONERS
1h,3ATT�EJ` IN MADOK OF MONROE COUNTY, FLORIDA
By J By
Deputy derk Mayor/Chairman
TRANQUILITY BAY ADULT DAY CARE
WITNESSE OF M THON, CORP
jOscar Hernandez,President
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2018 Edwan
WORKERS'COMPENSATION INSURANCE REQUIREMENTS
FQR
CONTRACT P* AP,
BETWEEN
MONROE COUNTY,FLORIDA
AN
a6 u CORP
Prior to the commencement of work governed by this contract,the Contractor will obtain Workers'
Compensation Insurance with limits sufficient to respond to applicable Workers' Compensation
state statutes and the requirements of Chapter 440, Florida Statutes.
In addition,the Contractor will 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
Coverage will be maintained throughout the entire term of the contract.
Coverage will be provided by a company or companies authorized to transact business in the State
of Florida. Cr
if the Contractor has been approved by the Florida's Department of Labor,as an authorized self
insurer, the County may recognize and honor the Contractor's status. The Contractor may be 00
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
of Insurance,providing details on the Contractor's Excess Insurance Program.
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If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required oo
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
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Administrative Instruction 7500.7
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Packet Pg. 677
• C.28.a
2018 Union
GENERAL LIABILITY INSURANCE REQUIREMENTS
FOR
CONTRACT A/A//g / 4-0-
BETWEEN
MONROE COUNTY,FLORIDA
"goveme
I fe,W /J CAP.
Prior to the commencementrofwork this contract, the Contractor will obtain
Commercial General Liability Insurance. Coverage will be maintained throughout the life of the
contract and include,as a minimum: E
• Premises Operations
• Products and Completed Operations
■ Blanket Contractual Liability
• Personal Injury Liability
The minimum limits acceptable is:
$300,000 Combined Single Limit(CSL)
An Occurrence Form policy is preferred. If coverage is 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 twelve
(12)months following the acceptance ofwork by the County.
The Monroe County Board of County Commissioners will be named as Additional Insured on all 00
policies issued to satisfy the above requirements.
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AdminWrative Instruction 7S00.7
Packet Pg. 678
2018 Edison
BUSINESS AUTOMOBILE LIABILITY INSURANCE REQUIREMENTS
FOR
CONTRACT - A7L-
BETWEEN
MONROE COUNTY,FLORIDA
v U
Recognizing that the work governed by this contract requires the use of vehicles,the Contractor,
prior to the commencement of work, shall obtain Business Automobile Liability Insurance. 0
Coverage will be maintained throughout the life of the contract and include,as a minimum,liability
coverage for:
• Owned,Non-Owned,and Hired Vehicles
The minimum limits acceptable is:
$300,000 Combined Single Limit(CSL)
If split limits are provided,the minimum limits acceptable are:
$200,000 per Person Cr
$300,000 per Occurrence
$200,000 Property Damage
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The Monroe County Board of County Commissioners will be named as Additional Insured on all
policies issued to satisfy the above requirements.
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Administmik Instruction 7500.7
Packet Pg. 679
2018 Union
PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS
FOR
CONTRACT 4_f , Iq
BETWEEN
MONROE COUNTY,FLORIDA
ND dU
Recognizing that the work governed by this contract involves the furnishing of advice or services
of a professional nature, the Contractor will purchase and maintain, throughout the life of the
contract,Professional Liability Insurance which wilt respond to damages resulting From any claim iv
arising out of the performance of professional services or any error or omission of the Contractor
arising out of work governed by this contract.
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The minimum limits of liability are:
$500,000 per Occurrence/$1,000,000 Aggregate
If coverage is provided on a claims made basis,an extended claims reporting period of four(4)
years will be required.
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Administrmtive Instruction 7500.7 I
Packet Pg. 680
^ C.28.a
® DATE(MMIDDIYYYY)
�'►` o CERTIFICATE OF LIABILITY INSURANCE
lvos/2o1s
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms.and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsements.
PRODUCER CONTACT
NA ME: Liliana Ortiz
Sunflowers Insurance Group Inc. PHON o _ 305-553-4949 auc No): 305-553-4958
11401 SW 40 ST#311 no�riLSS, sunflowersins@live.com
INSURE S AFFORDING COVERAGE NAIC#
Miami FL 33165 INSURERA: SCOTTSDALE INSURANCE CO.
INSURED INSURER B:
Tranquility Bay Adult Care of Marathon INSURER C:
10875 Overseas Hwy Suite 130 INSURER D:
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INSURER E:
Marathon FL 33050 INSURERF:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CD
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MWDDII EFF PMIDDI EXP LIMITS
LTRJuin
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000.00
DAMAGE TO REINITEM
CLAIMS-MADE ® OCCUR PRE M SES Ea occurrence $ 100,000.00
MED EXP(Any one person) $ 5,000.00
A Y OOGJM-U 09/07/2018 09/07/2019 PERSONAL&ADV INJURY $ 1,000,000.00
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000.00
JECT POLICY PRO LOC PRODUCTS-COMP/OPAGG $ 1,000,000.00
OTHER: $ Cr
AUTOMOBILE LIABILITY Ea aeDtSINGLE LIMIT $
ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS 00
HIRED NON-OWNED "MP VtU RISK mrEMENT PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY Per accident
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UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LLAB CLAIMS-MADE AGGREGATE $
DED RETENTION 1NANEFi N�"'-r' YES_ $
WORKERS COMPENSATION CD
AND EMPLOYERS'LIABILITY Y/N STATUTE ER
ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ NIA E.L.EACH ACCIDENT $ 00
OFFICERIMEMBER EXCLUDED?
(Mandatory In NH) E.L.DISEASE-EA EMPLOYE $ CD
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $
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DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101.Additional Remarks Schedule,may be attached if more space Is required)
Monroe County Board of County Commissioners is listed as an additional Insured.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Monroe County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS.
1100 Simonton St.Key West,FL 33040 AUTHORIZED REPRESENTATIVE
01988-2015 ACORD CORPORATION. All rights reserved_
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD
Packet Pg. 681
C.28.a
ACCO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)
♦�� 12/17/2018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT Liliana Ortiz
NAME:
Sunflowers Insurance Group Inc. AIC. o Ell: 305-553-4949 ac No): 305-553-4958
11401 SW 40 ST#311 ADDRESS: sunflowerslns@llve.com
INSURER(S)AFFORDING COVERAGE NAIC#
Miami FL 33165 INSURERA: SCOTTSDALE INSURANCE CO.
INSURED INSURER B:
Tranquility Bay Adult Care of Marathon INSURERC:
10875 Overseas Hwy Suite 130 INSURER D:
INSURER E
Marathon FL 33050 1 INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CV
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS
LTR TYPE OF INSURANCE POLICY NUMBER MMIDDIYYYY YYY MM/DD/ Y
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000.00
RENTED
CLAIMS-MADE ®OCCUR PREM SESO(,.occurrence) $ 100,000.00
MED EXP(Any one person) $ 5,000.00
A Y OOGJM-U 09/07/2018 09/07/2019 PERSONAL&ADV INJURY $ 1,000,000.00
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000.00 ®_
/► POLICY JECT LOC PRODUCTS-COMP/OP AGG $PRO- 1,000,000.00 aCr
OTHER: Professional Lilability $ Included
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AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
Ea accident
ANY AUTO BODILY INJURY(Per person) $ 00
OWNED SCHEDULED t
AUTOS ONLY AUTOS BODILY INJURY(Per accident) $
CD
HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY Per accident $
LO P B i M4NAG T $ T_
UMBRELLALIAB OCCUR By ,
EACH OCCURRENCE $ tCD
EXCESS LIAB HCLAIMS-MADE ( AGGREGATE $
fCD
DED RETENTION$ $ CD
WORKERS COMPENSATION W�11 III/ YES STATUTE EORH t
AND EMPLOYERS'LIABILITY Y/N
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ CD
OFFICER/MEMBER EXCLUDED? ❑ N/A Cd
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S
If yes,describe under (n
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $
tm
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DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
Monroe County Board of County Commissioners is listed as an additional Insured.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Monroe County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
1100 Simonton St.Key West,FL 33040
' @ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
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TRANQUILITY BAY ADULT DAY CARE OF MARATHON
10875 OVERSEAS HWY SUITE 130
MARATHON FL 33050
PH: 305 440-2398 FAX 305 440-2399
August 21, 2018
To: Monroe County Social Services
My name is Oscar Hernandez and I am the owner of Tranquility Bay
Adult Day Care of Marathon. I have researched and reviewed the laws
of Chapter 440, Florida Statutes and am fully aware of the state
requirements for employers to carry Workers'Compensation
Insurance. By signing below, I attest under penalty of perjury,that as of
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8/01/18, Tranquility Bay Adult Day Care of Marathon is exempt
from Workers Compensation insurance requirement. I will contact
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Monroe County Social Services with my Workers Compensation
Insurance policy information should I become non-exempt over the
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coming year. 00
1 Feel free to contact me should you have any questions or concerns.
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Since y,
OSC HERNANDEZ
Presi ent
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Nov 071812:39p C.28.a
p.2
9
TRANQUILITY BAY ADULT DAY CARE OF MARATHON
10875 OVERSEAS HWY SUITE 130
MARATHON FL 33050
PH: 305 440-2398 FAX 305 440-2399
November 7,2018
To: Monroe County Social Services
My name is Dscaar Hernandgg and I am the owner of Tr
Adult Da Care of a . 1 have researched and reviewed� s i�laws
of Chapter 440, Florida Statutes and am fully aware of the state
requirements for employers to carry Workers Compensation
Insurance. By signing below,I attest under penalty of perjury, that as of
717/18, Iran uili DayAdult Da v['a
of a th is exempt
Workers Compensation insurance requirement I will contact Monr om
Coun Cr
with my Workers Compensation Insurance policy information
should I become on-exempt over the comin
Feel free to con a me should you have an g year
�' y questions or concerns. `0
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Sincerely, LO
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OSCAR HER N NDEZ
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PresidentCD
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State of f O 0- 1 D
County of JaAZ. ��
day of �v do hereby confirm that on this
m CA2 � 2DA,appeared before me in person
who executed the preceding document, known to be the person(s)
Notary public in and for the State of
My commission expires
s�g USA L.MILLER
* MY COMMISSION#GG 080M
EXPIRES:June 16,2021
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Packet Pg. 685
C.28.a
,a WE
JIMMY PATRONIS
CHIEF FINANICAL OFFICER STATE OF FLORIDA
DEPARTMENT OF FINANCIAL SERVICES
DIVISION OF WORKERS'COMPENSATION
**CERTIFICATE OF ELECTION TO BE EXEMPT FROM FLORIDA WORKERS'COMPENSATION LAW
NON-CONSTRUCTION INDUSTRY EXEMPTION
This certifies that the individual listed below has elected to be exempt from Florida Workers'Compensation law.
EFFECTIVE DATE: 11/7/2018 EXPIRATION DATE: 11/6/2020
PERSON: OSCAR HERNANDEZ EMAIL: MRAISEL5QAOL.COM
FEIN: 820609905
BUSINESS NAME AND ADDRESS:
ed
TRANQUILITY BAY ADULT DAY CARE OF MARATHON,
CORP
10875 OVERSEAS HWY SUITE 130
MARATHON, FL 33050
SCOPE OF BUSINESS OR TRADE: Cr
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College: Professional College: All Other
Employees&Clerical Employees
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IMPORTANT:Pursuant to Chapter 440.05(14),F.S.,an officer of a corporation who elects exemption from this chapter by filing a certificate of election under
this section may not recover benefits or compensation under this chapter.Pursuant to Chapter 440.05(12),F.S.,Certificates of election to be exempt...apply
only within the scope of the business or trade listed on the notice of election to be exempt.Pursuant to Chapter 440.05(13),F.S.,Notices of election to be
exempt and certificates of election to be exempt shall be subject to revocation if,at any time after the filing of the notice or the issuance of the certificate,theoo
person named on the notice or certificate no longer meets the requirements of this section for issuance of a certificate.The department shall revoke a
certificate at any time for failure of the person named on the certificate to meet the requirements of this section.
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DFS-F2-DWC-252 CERTIFICATE OF ELECTION TO BE EXEMPT REVISED 08-13 QUESTIONS?(850)413-1600
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Packet Pg. 686
AGREEMENT #19/20 C 28 b
TB Adult Day Care of Marathon, CORP
THIS AGREEMENT, made and entered into this 22nd day of January, 2020, by and
between MONROE COUNTY, FLORIDA,/Monroe County Social Services a political subdivision
of the State of Florida (hereinafter called the "Owner" or "County"), and Tranquility Bay Adult
Day Care of Marathon, CORP. (Contractor).
WHEREAS, the County provides Services to the elderly and disabled residing throughout
Monroe County; and
WHEREAS, the County receives funding from the Alliance for Aging, Inc., the Florida
Department of Children and Families, the Florida Agency for Health Care Administration, and
the Monroe County Board of County Commissioners for the purposes of providing Social
Services Countywide;and
WHEREAS, the County has provided Services to assist the vulnerable elderly and/or M
disabled residents to remain in their homes and maintain independence for over 30 years; and
WHEREAS, the County desires to contract for Facility-Based Respite Services to
ensure that such services are available throughout the County; and o`�o
WHEREAS, Tranquility Bay Adult Day Care of Marathon, CORP. is qualified and desires
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to provide Services;
NOW THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set Q
forth, mutually agree as follow:
1. THE CONTRACT 0
The contract between the Owner and the Contractor, of which this agreement is a part,
consists of the contract documents, which are as follows: This agreement and any amendments
executed by the parties hereafter, and all required insurance documentation. In the event
of a discrepancy between the documents, precedence shall be determined by the order of the
documents as just listed.
2. SCOPE OF THE WORK
The Contractor shall provide Facility Based Respite Services for the County, specifically
in the 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.
1
Packet Pg. 687
AGREEMENT #19/20 C 28 b
TB Adult Day Care of Marathon, CORP
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 Eighty Thousand dollars ($80,000). The Contractor shall submit to the County a weekly
invoice, with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on E
generally accepted accounting principles and such laws,rules, and regulations as may govern the Clerk's
disbursement of funds.
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B. Upon Monroe County's receipt and thorough review and processing of said invoices,
Monroe County Clerk's Office shall submit payment to the Contractor in accordance with the Florida
Prompt Payment Act.
C. County's performance and obligation to pay under this agreement, is contingent upon
annual appropriation by the Board of County Commissioners.
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4. TERM OF CONTRACT
The term of this contract is for one year and three months (15 month), commencing on the I"
day of July, 2019 and ending on the 31 st day of October, 2019. The County shall have the option to
renew this Agreement at its sole discretion for one(1) additional fifteen (15)month period for the same c,,
service rate.
5. CONTRACTOR'S RESPONSIBILITIES 0
A. The Contractor will perform only authorized Facility-based Respite at Tranquility
Bay Adult Day Care of Marathon, CORP. at 10875 Overseas Highway, Suites 130, Marathon, FL 33050
for the unit rate(s) specified herein. Only this service that is specifically authorized by the County as 2
documented by the Social Services Department will be reimbursable. T h i s s ervice will be
provided by the Contractor in accordance with DOEA definitions/specification, by agencies that
hold necessary licenses, and by individual workers qualified to perform such services as detailed in
the most recent version of the Florida Department of Elder Affairs (DOEA) Handbook and the a
CFOP 140-8, Community Care for Disabled Adults Operating Procedures, and in accordance with the o0
Agency for Health Care Administration (AHCA) guidelines as required and any subsequent
modifications thereto. a
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B. The service the Contractor will provide under these terms and
conditions are: X Facility-based respite care as defined by DOEA Handbook, DCF CFOP 140-
8 and AHCA guidelines as noted above and any subsequent revisions thereto.
C. The Contractor will provide services during the term of this contract for the unit
rates as agreed upon and that follow: $8.75/unit for F a c i 1 i t y-b a s e d respite care. A unit for each
service is defined by 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.
2
Packet Pg. 688
AGREEMENT #19/20 C 28 b
TB Adult Day Care of Marathon, CORP
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 140-81 Community Care for Disabled Adults Operating Procedures,
and AHCA guidelines as noted above and any subsequent revisions thereto. The Contractor agrees
that Monroe County Social Services will designate representatives to visit the Contractor's
facility(ies)periodically to conduct random open file evaluations and/or other contract monitoring
activities during the Contractor's normal business hours.
F. The Contractor has, and shall maintain throughout the term of this contract, Cv
appropriate licenses and approvals required to conduct its business, and that it will at all times
conduct its business activities in a reputable manner. Proof of such licenses and approvals
shall be submitted to the County annually and upon request.
G. The Contractor must maintain approval status from the Alliance for Aging,
Inc., as a Medicaid Waiver Provider of Choice, if applicable.
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6. CONTRACTOR'S FINANCIAL RECORDS
Contractor shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting principles
consistently applied. Each party to this Agreement or their authorized representatives shall have
reasonable and timely access to such records of each other party to this Agreement for public
records purposes during the term of the Agreement and for six years following the termination of this
Agreement. If an auditor employed by the County or Clerk determines that monies paid to
Contractor pursuant to this Agreement were spent for purposes not authorized by this
Agreement, the Contractor shall repay the monies together with interest calculated pursuant 2
to Sec. 55.03, FS, running from the date the monies were paid to Contractor.
c�
7. PUBLIC ACCESS
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 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
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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 E
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
records upon completion of the contract, the Contractor shall meet all applicable requirements for
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
technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be made 00
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 Cr
County or allow the records to be inspected or copied within a reasonable time.
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
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN 0
BRADLEY, AT (305) 292-3470.
8. INDEMNIFICATION/HOLD HARMLESS
Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement,
Contractor shall defend, indemnify and hold the County and the County's elected and appointed
offices, and employees harmless from and against (i) any claims, actions or causes of action, (ii)
any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to
any type of injury (including death), loss, damage, fine, penalty or business interruption, and ono
(iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained
by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or
any of its employees, agents, sub-contractors or other invitees during the term of this Agreement,
(B) the negligence or willful misconduct of Contractor or any of its employees, agents, sub-
contractors or other invitees, or (C) Contractor's default in respect of any of the obligations that
it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes
of action, litigation, proceedings, cost or expenses arise from the intentional or sole negligent
acts or omissions of the County or any of its employees, agents, or invitees (other than
Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, cost or
expenses relate to events or circumstances that occur during the term of this Agreement, this
section will survive the expiration of the term of this Agreement or any earlier termination of this
Agreement.
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The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within this agreement.
Prior to execution of this agreement, the contractor shall furnish the Owner Certificates of
Insurance indicating the minimum coverage limitations as indicated by an "X" on the attached
forms identified as INSCKLST 1-5, as further detailed on forms WC1, GL1, 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.
E
Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the 2
participation of the County and the Contractor in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability
coverage, nor shall any contract entered into by the County be required to contain any provision for
waiver.
9. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement the Contractor is an independent
contractor and not an employee of the Board of County Commissioners of Monroe County. No Cr
statement contained in this agreement shall be construed so as to find the Contractor or any of his
employees, contractors, servants, or agents to be employees of the Board of County
Commissioners of Monroe County.
N
10. NONDISCRIMINATION �.
County and Contractor agree that there will be no discrimination against any person, and it
is expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further action
on the part of any party, effective the date of the court order. Contractor agrees to comply with 2
all Federal and Florida statutes, and all local ordinances, as applicable, relating to 2
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 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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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 E
deemed to impose any additional obligation upon the board.
12. COMPLIANCE WITH LAW Cv
In providing all services/goods pursuant to this agreement, the Contractor shall abide by all
statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such
services, including those now in effect and hereinafter adopted. Any violation of said statutes,
ordinances, rules and regulations shall constitute a material breach of this agreement and shall
entitle the Board to terminate this contract immediately upon delivery of written notice of 00
termination to the contractor. The contractor shall possess proper licenses to perform work in
accordance with these specifications throughout the term of this contract. Contractor shall use the Cr
Department of Homeland Security's E-verify system to verify the employment eligibility of all new
employees hired during the contract term pursuant to this agreement.
13. SUPPORT TO THE DEAF OR HARD-OF-HEARING N
a. The contractor shall comply with section 504 of the Rehabilitation Act of 1973, 29 U.S.C. �.
794, as implemented by 45 C.F.R. Part 84 (hereinafter referred to as Section 504) and the American
with Disabilities Act of 1990, 42 U.S.C. 12131, as implemented by 28 C.F.R. Part 35 (hereinafter
referred to as ADA).
b. The contractor shall if it employs 15 or more employees, designate a Single-Point-of- 2
Contact (one per firm) to ensure effective communication with deaf or hard-of hearing clients or
companions and/or caregivers in accordance with Section 504 and the ADA. The name and contact
information for the contractor's Single-Point-of-Contact shall be furnished to Monroe County within 14
calendar days of the effective date of this requirement.
C. The Single-Point-of-Contract shall ensure that employees are aware of the requirements,
roles & responsibilities, and contact points associated compliance with Section 504 and the ADA.
Further, employees of the contractor shall attest in writing that they are familiar with the requirement of
Section 504 and the ADA. This attestation shall be maintained in the employee's personnel file.
d. The contractor's Single-Point-of-Contract will ensure that conspicuous Notices which
provide information about the availability of appropriate auxiliary aids and services at no- cost to the
deaf or hard-of-hearing clients or companions and/or caregivers are posted near where people enter or
are admitted within the agent locations. Such Notices must be posted immediately. The approved
Notice can be downloaded through the Internet at:
http://www.dcLstate.fl.us/admin/ig/civilrights.shtml.
The contractor shall document the customer's or companion's and/or caregiver's preferred method
of communication and any requested auxiliary aids/services provided in the client's record.
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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. DISCLOSURE AND CONFLICT OF INTEREST
The Contractor represents that it, its directors, principles and employees, presently have
no interest and shall acquire no interest, either direct or indirect, which would conflict in any
manner with the performance of services required by this contract, as provided in Sect. 112.311,
et. seq., Florida Statutes. County agrees that officers and employees of the County recognize and
will be required to comply with the standards of conduct for public officers and employees as E
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or 2s
acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of
public position, conflicting employment or contractual relationship; and disclosure or use of
certain information.
Upon execution of this contract, and thereafter as changes may require, the Contractor
shall notify the County of any financial interest it may have in any and all programs in Monroe
County which the Contractor sponsors, endorses, recommends, supervises, or requires for counseling,
assistance, evaluation, or treatment. This provision shall apply whether or not such program is
required by statute, as a condition of probation, or is provided on a voluntary basis. Cr
The County and Contractor warrant that, in respect to itself, it has neither employed nor .�
retained any company or person, other than a bona fide employee working solely for it, to
solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working solely for it,
any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the
award or making of this Agreement. For the breach or violation of the provision, the Contractor
agrees that the County shall have the right to terminate this Agreement without liability and, at
its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration. 2
15. NO PLEDGE OF CREDIT
The Contractor shall not pledge the County's credit or make it a guarantor of payment or
surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The
Contractor further warrants and represents that it has no obligation or indebtedness that would
impair its ability to fulfill the terms of this contract.
16. NOTICE REQUIREMENT
Any notice required or permitted under this agreement shall be in writing and hand delivered
or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the
following:
FOR COUNTY:
Monroe County and County Attorney
Sheryl Graham, Sr. Director 1111 12'h Street Suite 408
1100 Simonton Street 2-257 Key West, FL. 33040
Key West, FL. 33040 305-292-3173
305-292-4510
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FOR CONTRACTOR:
Tranquility Bay Adult Day Care of Marathon, CORP
Oscar Hernandez, President
100360 Overseas Highway Suite 46, 7, 8 **** MAILING ADDRESS ONLY
Key Largo, FL 33037
305-440-2398
**Physical Address — 10875 Overseas Highway, Suite 4130, Marathon, FL 33050**
17. TAXES
The County is exempt from payment of Florida State Sales and Use taxes. The Contractor 2
shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers
for materials used to fulfill its obligations under this contract, nor is the Contractor authorized to use
the County's Tax Exemption Number in securing such materials. The Contractor shall be
responsible for any and all taxes, or payments of withholding, related to services rendered under
this agreement.
18. TERMINATION
The County may terminate this contract for cause with seven (7) days' notice to the
contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the Cr
services enumerated as the Contractor's obligations under this contract.
Either of the parties hereto may terminate this contract without cause by giving the other
party sixty(60) days written notice of its intention to do so. N
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 2
enforcement or interpretation of this Agreement, County and Contractor agree that venue will lie in
the appropriate court or before the appropriate administrative body in Monroe County.
C. The County and Contractor agree in the event of conflicting interpretations of the
terms or a term of this Agreement by or between any of them, the issue shall be submitted to
mediation prior to the institution of any other administrative or legal proceeding.
D. Severability. If any term, covenant, condition, or provision of this Agreement
(or the application thereof to any circumstance or person) shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants,
conditions and provisions of this Agreement shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and
provisions of this Agreement would prevent the accomplishment of the original intent of this
Agreement. The County and Contractor agree to reform the Agreement to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision.
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E. Attorney's Fees and Costs. The County and Contractor agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party relative
to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled
to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award
against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and
out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted
pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure
and usual and customary procedures required by the circuit court of Monroe County.
F. Adjudication of Disputes or Disagreements. County and Contractor agree that all E
disputes and disagreements shall be attempted to be resolved by meet and confer sessions 2
between representatives of each of the parties. If no resolution can be agreed upon within 30
days after the first meet and confer session, the issue or issues shall be discussed at a public meeting
of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction
of the parties, then any party shall have the right to seek such relief or remedy as may be provided
by this Agreement or by Florida law.
G. Cooperation. In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance, or breach of this Agreement
County and Contractor agree to participate, to the extent required by the other party, in all Cr
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. N
20. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to
the benefit of the County and Contractor and their respective legal representatives, successors
and assigns.
21. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and performance
of this Agreement have been duly authorized by all necessary County and corporate action,
as required by law.
22. CLAIMS FOR FEDERAL OR STATE AID
Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain
federal and state funds to further the purpose of this Agreement; provided that all applications,
requests, grant proposals, and funding solicitations shall be approved by each party prior to
submission.
23. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and
rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the
activity of officers, agents, or employees of any public agents or employees of the County, when
performing their respective functions under this Agreement within the territorial limits of the
County shall apply to the same degree and extent to the performance of such functions and duties
of such officers, agents, volunteers, or employees outside the territorial limits of the County.
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24. LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non-Delegation of Constitutional or Statutory Duties: This Agreement is not intended to,
nor shall it be construed as, relieving any participating entity from any obligation or
responsibility imposed upon the entity by law except to the extent of actual and timely
performance thereof by any participating entity, in which case the performance may be offered
in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to,
nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of
the County, except to the extent permitted by the Florida constitution, state statute, and case law.
25. NON-RELIANCE BY NON-PARTIES. E
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to
enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the County and the Contractor agree that neither the
County nor the Contractor or any agent, officer, or employee of either shall have the authority to
inform, counsel, or otherwise indicate that any particular individual or group of individuals,
entity or entities, have entitlements or benefits under this .Agreement separate and apart, inferior to,
or superior to the community in general or for the purposes contemplated in this Agreement.
26. ATTESTATIONS
Contractor agrees to execute such documents as the County may reasonably require, including a Cr
C
Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement.
27. NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or agreement of
any member, officer, agent or employee of Monroe County in his or her individual capacity, and no
member, officer, agent or employee of Monroe County shall be liable personally on this Agreement
or be subject to any personal liability or accountability by reason of the execution of this Agreement.
28. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all of which taken together shall constitute one and the same instrument
and any of the parties hereto may execute this Agreement by signing any such counterpart.
29. SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are not a part of this Agreement and
will not be used in the interpretation of any provision of this Agreement.
E
30. PROVISIONS REQUIRED BY FEDERAL LAW, 2 CFR part 200.
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
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of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which
prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as
amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on
the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended,
relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating
to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of
1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of
alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 E
et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The 2
Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to
time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14,
Article 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 provisions in any Federal or state statutes which may apply to the parties to, or the
subject matter of, this Agreement.
During the performance of this Agreement, the CONTRACTOR, in accordance with Equal
Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 19644965 Comp., p. 339), as Cr
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 II, ¶ 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 2
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 to employees and applicants for employment, notices to be provided by the
contracting officer setting forth the provisions of this nondiscrimination clause.
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
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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.
4) 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 shall post copies of the notice in conspicuous places available to employees and
applicants for employment. E
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.
C)
6) 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 00
compliance with such rules, regulations, and orders.
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7) 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 N
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 2
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
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 CONTRACT REQUIREMENTS The Contractor and its
subcontractors must follow the provisions, as applicable, as set forth in Appendix II to 1 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
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
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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 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 E
program legislation, which includes emergency Management Preparedness Grant Program, 2
Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland
Security Grant Program, Port Security Grant Program and Transit Security Grant Program (it C�
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 00
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 Cr
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 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.
2) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the c
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. 2
The prime contractor shall be responsible for the compliance by any subcontractor or lower tier 2
subcontractor with all of these contract clauses.
3) 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.
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 U.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.
These requirements do not apply to the purchases of supplies or materials or articles ordinarily
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available on the open market, or contracts for transportation or transmission of intelligence.
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,
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.
D. 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. §§12514387) 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. 00
E. Debarment and Suspension (Executive Orders 12549 and 12689) A contract Cr
C
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 statutory or regulatory authority other than Executive Order 12549.
0
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 2
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.
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 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.
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H. 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.
L 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 E
DBE's have the opportunity to participate in the performance of this Agreement. In this regard, 2
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 Cr
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 2
quantities to permit maximum participation by small and minority businesses, and women's
business enterprises;
d) Establishing delivery schedules,where the requirement permits,which encourage
participation by small and minority businesses, and women's business enterprises;
e) 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.
E
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
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.
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31. MUTUAL REVIEW
This agreement has been carefully reviewed by the Contractor and the County. Therefore, this
agreement is not to be construed against any party on the basis of authorship.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date
first written above in four (4) counterparts, each of which shall, without proof or accounting for the
other counterparts, be deemed an original contract.
Tranquility Bay Adult Day Care of Marathon, CORP Monroe County
Oscar Hernandez,President Roman Gastesi, County Administrator
Director
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By: By:
Date: Date:
Monroe County Attorney Office
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By: .�
Date: c„
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