Item C04Meeting Date: 6-15-2011 Division: _County Administrator
Bulk Item: Yes —X— No Department: Social Services/In-Home Services_
Staff Contact Person/Phone 4: Sheryl Graham/X45 10
AGENDA ITEM WORDING: Approval to extend existing contract with Hospice of the Florida
Keys, Inc. d/b/a Visiting Nurse Association to provide direct care services (Chore, Homemaking,
Personal Care and Respite).
ITEM BACKGROUND: Due to the delay in choosing a Contractor from the submitted bids, there is
not sufficient time to complete a new contract with a start date of 7-1-2011. We are still within the 90
days of choosing a contractor from the submitted bids. Once a contractor is chosen they will be
submitted to the B.O.C.C. for approval. As such, permission is requested to extend the existing
contract with V.N.A. This will ensure the continuation of services to the clients of the In -Home
Services Program, while the direct services bid is being processed and completed.
PREVIOUS RELEVANT BOCC ACTION: Approval on V.N.A. Contract on 6-16-2010
CONTRACT/AGREEMENT CHANGES: to extend contract up to a period of 6 months.
STAFF RECOMMENDATIONS: Approval
TOTAL COST: Approx. $355,000.00 INDIRECT COST: --O--BUDGETED: Yes X No —
COST TO COUNTY: Approx. $355,000.00
REVENUE PRODUCING: Yes N/A No
/1 /A
SOURCE OF FUNDS: Grants
AMOUNT PER MONTH Year
APPROVED BY: County Atty f, OMB/Purchasing X Risk Management _X_
DOCUMENTATION:
FRIEW I
Included X Not Required
AGENDA ITEM #
CONTRACT SUMMARY
Contract with: Hospice of the Florida Keys, Inc. Contract # Amend. #00 1 for VNA Contract
d/b/a/ Visiting Nurse Association 2010-2011
Effective Date: July 1, 2010
Expiration Date: December 31, 2011
Contract Purpose/Description: Approval of Amendment #00 1 to the Visiting Nurse Association (VNA) Contract
to extend existing contract for a period up to six (6) months
Contract Manager: Sheryl Graham 4510 Social Services/Stop I
(Name) (Ext.) (Department/Stop #)
For BOCC meeting on 6-15-2011 Agenda Deadline: 5-31-2011
CONTRACT COSTS
Total Dollar Value of Contract: approx. $355,000.00 Current Year Portion: $
Budgeted? Yes X No Account Codes: 125-6153610-
Grant: 125 — -6153810 -
County Match: N/A 125-6153411-
— 125 6153710-
ADDITIONAL COSTS
Estimated Ongoing Costs: For:
(Not included in dollar value above) (eg. Maintenance, utilities, janitorial, sala
CONTRACT REVIEW
Changes
Date Out
Division Director
D �te'7
j a#J
NeeskZ----
Yes No
ev wer,
Risk Managerient
Yes No
JV
O.M B.,'Pur(%asing
i
Yes
County Attorney
Yes Qq
Comments:
OMB Form Revised 2/27/01 MCP #2
R.Tr sm. I
THIS AMENDMENT to extend the Visiting Nurse Association (VNA) Contract is
entered into this 15'h day of June, 2011 by and between the Board of County Commissioners of
Monroe County, Florida, a political subdivision of the State of Florida hereinafter called the
County, and Hospice of the Florida Keys, Inc. d/b/a Visiting Nurse Association, (hereinafter
called the -Contractor").
WITNESSETH
WHEREAS, the parties entered into a contract dated June 16' 2010 for the provision of direct
services (Chore, Homemaking, Personal Care and Respite) for the Monroe County In -Home
Services Program operated by the County; and
WHEREAS, the parties desire to extend the agreement on a month to month basis up to a period
of six (6) months;
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained in this
Extension and in the original agreement, the parties agree as follows:
1. Contractor shall continue to provide direct services pursuant to the agreement dated June
16, 2010 and any amendments thereto.
2. County shall continue to pay Contractor under the terms and for the amounts currently in
effect.
3. All other terms and conditions of the contract dated June 16, 2010 and any amendments
thereto, shall remain in full force and effect.
All provisions in the contract and any attachments thereto in conflict with this amendment shall
be and are hereby changed to conform to this amendment.
This amendment and all its attachments are hereby made a part of the contract.
IN WITNESS THEREOF, the parties hereto have caused this two (2) page amendment to be
executed by their officials there unto duly authorized.
-I-
(SEAL)
BOARD OF COUNTY COMMISSIONERS
Attest: DANNY L. KOLHAGE, CLERK , OF MONROE COUNTY, FLORIDA
By:
By:
Deputy Clerk
Mayor /Chairman
(SEAL)
HOSPICE OF THE FLORIDA KEYS, INC
d/b/a VISITING NURSE ASSOCIATION
By:
Tide:
Attest:
By:
By:
WITNESS
WITNESS
'fide:
Title:
TAYZ6 -A,T,-TO-RNEY
Data
m
THIS AGREEMENT, made and entered into this 18th day of June, 2008, A.D.,
by and between MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida
(hereinafter called the -Owner" or "County"), and Hospice of the Florida Keys, Inc. d/b/a
Visiting Nurse Association , (hereinafter called the -Contractor").
WHEREAS, the County provides In -Home 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, and the Florida Agency for Health Care Administration
for the purposes of providing in -home services countywide; and
WHEREAS, the County has provided in -home services to assist the vulnerable elderly
and/or disabled residents to remain in their homes and maintain independence for over 25 years;
and
WHEREAS, the County desires to contract for in -home services to ensure that such
services are available throughout the County; and
WHEREAS, Contractor is qualified and desires to provide in -home services;
NOW THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set
forth, mutually agree as follow:
1. THE CONTRACT
The contract between the Owner and the Contractor, of which this agreement is a part, consists
of the contract documents, which are as follows: This agreement and any amendments executed
by the parties hereafter, together with the response to RFP 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 WORD.
The Contractor shall provide In -Home Services for the County. 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
inimmuni requirement:
Al The Contractor shall maintain adequate staffing levels to provide the services
required under this contract.
B. The personnel shall not be employees of or have any contractual relationship with
the County. [IF APPROPRi.-4TE: To the extent that Contractor uses
subcontractors or independent contractors, this contract specificaly requires that the level of
independence normally exercised by such subcontractors and independent contractors be
curtailed and that they be supervised by the Conlractor.1
C. All personnel engaged in performing services under this contract shall be fully
qualified, and, if required, to be authorized or permitted under State and local
law to perform such services.
PANWENTS TO THE CONTRACTOR
A. The Contractor shall submit to the county an invoice with supporting
documentation acceptable to the Clerk on a weekly basis. Acceptability to
the Clerk is based on generally accepted accounting principles and such
laws, rules and regulations as may govern the Clerk's disbursement of
funds.
B. Upon Monroe County's receipt of said invoices Monroe County Clerk's
Office shall submit payment to the Contractor no later than four weeks
after receipt of invoice(s).
TERM OF CONTRACT
The term of this contract is for one year, commencing on the 1st day of July 2010, and
ending on the 30th day of June 2011. The contract amount agreed to herein may be
adjusted annually in accordance with the percentage change in the Consumer Price Index
(CPI) for all urban consumers (CPI-U) for the most recent 12 months available.
CONTRACTOR'S RESPONSIBILITIES
A. The Contractor will perform only authorized in -home services in the homes of
elderly and/or disabled residents in the Areas 1, 2, 3 and 4 for the unit rate(s)
specified herein. Only those in -home services that are specifically authorized by
the County as documented by the Social Services Department will be
reimbursable. In -Home Services will be provided by the Contractor
in accordance with DOER definitions/specification, by agencies that hold
necessary licenses, and by individual workers qualified to perform such services
as detailed in Florida Department of Elder Affairs (DOEA) 2008 Client
Services Manual and the Home and Community Based Services, Draft
handbook, January 2003, the State of FL Department of Children & Families
(DCF) CFOP 140-8, Community Care for Disabled Adults (CCDA), and in
accordance with the Agency for Health Care Administration (AHCA) guidelines
as required and any subsequent modifications thereto.
B. The in -home services Contractor will provide under these terms and conditions
are X respite care, X homemaker, X personal care, X chore,
—emergency home repair/housing improvement, and material aid as
defined by DOER in the 2003 and 2008 handbooks, DCF CFOP 140-8 for
CCDA, and AHCA guidelines as noted above and any subsequent revisions
thereto.
C. The Contractor will provide in -home services during the term of this contract
for the unit rates as agreed upon and that follow: S20.00/unit for respite care,
$20.00/unit for homemaker, $25.00/unit for personal care, $25.00/unit for
chore, $ unit for emergency home repair/housing improvement, and I
/unit for material aid. A unit for each service is defined by DOER in the 2003
and 2008 draft handbooks, DCF CFOP 140-8 for CODA, and AHCA
guidelines as noted above and any subsequent revisions thereto. The number
of units of services performed for each client must be preauthorized by the
County
The Contractor will be reimbursed for all necessary travel for client's needs.
This can 'include travel to and in between client homes, from V.N.A. offices,
shopping for clients, etc. However, travel from worker's homes at the start of
the work day and travel to worker's homes at the end of the work day will not
be reimbursed.
D, The Contractor will provide the in-service(s) detailed in "B" above for the
unit rate agreed upon in "C" above in geographic Areas X 1, X2, X 3, and
X 4 in order to ensure that in -home services are available countywide.
E. The Contractor will in all cases provide in -home services within the
timeframes required by DOER as defined by DOEA in the 1998 and 2003
handbooks, DCF CFOP 140-8 for CCDA, and AHCA guidelines as noted
above and any subsequent revisions thereto. The Contractor agrees that the
County Administrator will designate representatives to visit the
Contractor's facility(ies) periodically to conduct random open file
evaluations and other contract monitoring activities during the Contractor's
normal business hours.
F. The Contractor has, and shall maintain throughout the term of this
contract, appropriate licenses and approvals required to conduct its
business, and that it will at all times conduct its business activities in a
reputable manner. Proof of such licenses and approvals shall be
submitted to the County upon request.
G. The Contractor must maintain approval status from the Alliance for
Aging, Inc., as a Medicaid Waiver Provider of Choice.
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
2
Agreement were spent for purposes not authorized by this Agreement, the Contractor
shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running
from the date the monies were paid to Contractor.
7, PUBLIC ACCESS
The County and Contractor shall allow and permit reasonable access to, and inspection of,
all documents, papers, letters or other 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 Agreement; and the County shall have the right to
unilaterally cancel this Agreement upon violation of this provision by Contractor.
& HOLD HARMLESS AND INSURANCE
The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board
of County Commissioners of Monroe County from any and all claims for bodily injury
(including death), personal injury, and property damage (including property owned by Monroe
County) and any other losses, damages, and expenses (including attorney's fees) which
arise out of in connection with, or by reason of services provided by the
Contractor or any of its Subcontractor(s) in any tier, occasioned by the negligence,
errors, or other wrongful act or omission of the Contractor or its Subcontractors in any tier,
their employees, or agents.
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 "Y' on the
attached forms identified as INSCKLST 1-5, as further detailed on forms WC1, GL1, GIR 1,
and VU, each attached hereto and incorporated as part of this contract document, and
all other requirements found to be in the best interest of Monroe County as may be
imposed by the Monroe County Risk Management Department.
Non -Waiver of Immunity. Notwithstanding he provisions of Sec. 768.28, Florida Statutes, the
participation of the County and the Contractor in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of
liability coverage, nor shall any contract entered into by the County be required to contain any
provision for waiver.
9. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement the Contractor is an
independent contractor and not an employee of the Board of County Commissioners of Monroe
County. No statement contained in this agreement shall be construed so as to find the Contractor
3
or any of his employees, contractors, servants, or agents to be employees of the
Board of County Commissioners of Monroe County.
10. NONDISCRIMINATION
County and Contractor agree that there will be no discrimination against any person, and it
is expressly understood that upon a determination by a court of competent jurisdiction
that discrimination has occurred, this Agreement automatically terminates without any further
action on the part of any party, effective the date of the court order. Contractor agrees to
comply with all Federal and Florida statutes, and all local ordinances, as applicable,
relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil
Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or
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 patent records; 8) Title VIII of the Civil Rights
Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale,
rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC S.
1201 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/SUBCONTRAC
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 and Contractor, which approval shall be subject to such conditions and provisions
as the Board may deem necessary. This paragraph shall be incorporated by reference
into any 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.
11 COMPLLkNCE WITH LA
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
L9
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.
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).
b. The contractor shall if it employs 15 or more employees, designate a Single -Point -of -Contact
(one per firm) to ensure effective communication with deaf or hard -of hearing clients or
companions and/or caregivers in accordance with Section 504 and the ADA. The name and
contact information for the contractor's Single -Point -of -Contact shall be furnished to Monroe
County within 14 calendar days of the effective date of this requirement.
c. The Single -Point -of -Contract shall ensure that employees are aware of the requirements,
roles & responsibilities, and contact points associated compliance with Section 504 and the
ADA. Further, employees of the contractor shall attest in writing that they are familiar with
the requirement of Section 504 and the ADA. This attestation shall be maintained in the
employee's personnel file.
d. The contractor's Single -Point -of -Contract will ensure that conspicuous Notices which
provide information about the availability of appropriate auxiliary aids and services at no -
cost to the deaf or hard -of -hearing clients or companions and/or caregivers are posted near
where people enter or are admitted within the agent locations. Such Notices must be posted
immediately, but not later than June 30, 2010. The approved Notice can be downloaded
through the Internet at: http://-o,,ww.(IcLstate.fl.us/admin/ig/eivilrights.shtmi.
e. The contractor shall document the customer's or companion 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
I 01h day of each month, to the Monroe County In -Home Services Coordinator.
14. DISCLOSURE AND CONFLICT OF INTEREST
The Contractor represents that it, its directors, principles and employees, presentiv have
no interest and shall acquire no interest, either direct or indirect, which would conflict in
any manner with the performance of services required by this contract, as provided in Sect.
112.311, et. seq., Florida Statutes. County agrees that officers and employees of the County
recognize and will be required to comply with the standards of conduct for public officers and
employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation: misuse of public position, conflicting employment or contractual
relationship; and disclosure or use of certain information,
Upon execution of this contract, and thereafter as changes may require, the Contractor shall
notify the County of any financial interest it may have in any and all programs in Monroe
County which the Contractor sponsors, endorses, recommends, supervises, or requires for
counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such
program is required by statute, as a condition of probation, or is provided on a voluntary basis.
The County and Contractor warrant that, in respect to itself, it has neither employed nor retained
any company or person, other than a bona fide employee working solely for it, to solicit or
secure this Agreement and that it has not paid or agreed to pay any Person, company,
corporation, individual, or firm, other than a bona fide employee working solely for it, any fee,
commission, percentage, gift, or other consideration contingent upon or resulting from 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,
conintission, percentage, gift, or consideration.
15.ARREARS
The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety
for any contract, debt, obligation, judgment, hen, 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 Administrator and County Attorney
1100 Simonton Street PO Box 1026
Key West, FL 33040 Key West, Fl. 33041-1026
FOR CONTRACTOR:
Hospice of the Florida Keys, Inc. d/b/a Visiting Nurse
Association 1319 William Street
Key West, FL 33040
1T 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.
6
1 S. TERMINATION
The County may terminate this contract for cause with seven (71) 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.
A. Either of the parties hereto may terminate this contract without cause by
giving the other part, sixty (60) days written notice of its 'intention to do so.
19. GOVERNING LAW, VENUE, INTERPRET_,NTION, 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 that any cause of action or administrative proceeding is
instituted for the enforcement or interpretation of this Agreement, the County
and Contractor agree that venue will he in the appropriate court or before the
appropriate administrative body in Monroe County, Florida.
C. The County and Contractor agree that, 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 shall be
enforceable to the fullest extent permitted by law unless the enforcement of
the remaining terms, covenants, conditions and provisions of this Agreement
would prevent the accomplishment of the original intent of this Agreement. The
County and Contractor agree to reform the Agreement to replace any stricken
provision with a valid provision that comes as close as possible to the intent
of the stricken provision.
E. Attorney's Fees and Costs. The County and Contractor agree that in the
event any cause of action or administrative proceeding is initiated or
defended by any party relative to the enforcement or interpretation of
this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees, court costs, investigative, and out-of-pocket expenses, as an
award against the non -prevailing party, and shall include attorney's fees, courts
costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation
proceedings initiated and conducted pursuant to this Agreement shall be in
accordance with the Florida Rules of Civil Procedure and usual and custoniary
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 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
patty prior to submission.
23. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules
and pensions and relief, disability, workers' compensation, and other benefits which apply to the
activity of officers, agents, or employees of any public agents or employees of the County, when
performing their respective functions under this Agreement within the territorial limits of
the County shall apply to the same degree and extent to the performance of such functions and
duties of such officers, agents, volunteers, or employees outside the territorial limits of the County,
24. LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to,
nor shall it be construed as, relieving any participating entity from any obligation or
responsibility 'unposed 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-RELUNCE BY NON-PARTIES.
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to
enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the County and the Contractor agree that neither the
County nor the Contractor or any agent, officer, or employee of either shall have the authority to
inform, counsel, or otherwise indicate that any particular individual or group of individuals,
entity or entities, have entitlements or benefits under this.Agreement separate and apart, inferior
to, or superior to the community in general or for the purposes contemplated in this Agreement.
unity —
26. ATTESTATIONS
Contractor agrees to execute such documents as the County may reasonably require, to include a 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 insetted in this Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are not a part of this Agreement
and will not be used in the interpretation of any provision of this Agreement.
30. MUTUAL REVIEW
This agreement has been carefully reviewed by the Contractor and the County. Therefore,
this agreement is not to be construed against any party on the basis of authorship.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and date first written above in four (4) counterparts, each of which shall, without proof or
accounting for the other counterparts, be deemed an original contract.
(SEAL)
Attest: DANNY L. KOLFIAGE, CLERK
0
Deputy Clerk
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
Mayor/Chairman
(SEAL)
Attest:
Bv:
WITNESS
10
HOSPICE OF THE FLORIDA KEYS, INC
d/b/a VISITING NURSE ASSOCIATION
By: m
Title:
Bv:
WITNESS
Tide: