Loading...
HomeMy WebLinkAboutItem C40BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Dates_ October 110, 2011 Division: Emergency Services Bulk Item: Yes _ No X Department: Fire Rescue Staff Contact Person: Camille Dubroff AGENDA ITEM WORDING: Approval of the first Renewal Agreement effective from October 1, 2011 through September 30, 2012, with Gila LLC d/b/a Municipal Services Bureau (MSB) for collections of outstanding account receivables from ground and air ambulance transports. ITEM BACKGROUND: On October 1, 2010 the Board entered into an Agreement between the Monroe County Board of County Commissioners and the Board of Governors Fire and Ambulance District 1 of Monroe County with Gila LLC d/b/a Municipal Services Bureau (MSB). The original agreement provides for two additional one (1) year terms, with approval of the District's governing Board. We are requesting approval to exercise the first renewal option, commencing on October 1, 2011 and ending on September 30, 2012. PREVIOUS RELEVANT BOCC ACTION: On October 1, 2010 the Board entered into a new service agreement between Gila LLC d/b/a Municipal Services Bureau (MSB) and Monroe County Board of County Commissioners and Monroe County Board of Governors Fire and Ambulance District 1 effective October 1, 2010 for the collection of outstanding ground and air ambulance account receivable balances. CONTRACT/AGREEMENT CHANGES: Contract will be extended and the new expiration date will be September 30, 2012. STAFF RECOMMENDATIONS: All conditions of the contract have been met and services provided have been satisfactory. Staff recommends renewal of the contract. TOTAL COST: $4,300.00/year INDIRECT COST: BUDGETED: Yes X No *Estimate based on average amount paid over the past year to the current collection agencyground ambulance collections. COST TO COUNTY: See above SOURCE OF FUNDS: 13001-530-340 and 11001 530 340 REVENUE PRODUCING: Yes _n No X AMOUNT PER MONTH Year APPROVED BY: County Atty v' OMB/Purc asing Risk Management DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # Revised 1/09 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS Contract with: Gila LLC d/b/a Contract Municipal Services Effective Date: 10/01/2011, Bureau (MSB) Expiration Date: 09/30/2012 Contract Purpose/Description: First Renewal of agreement dated 10/1/11 for collections of outstanding account receivables from ground and air ambulance transport. Contract Manager: Camille Dubroff 6010 Emergence Services /Stop 14 (Name) (Ext.) (Department/Stop ) for BOCC meeting on 10J/9/11 Agenda Deadline: 1 CONTRACT COSTS Total Dollar Value of Contract: $ $4,300.00/ year Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes: 13001-530-340 -_ Grant: $ 11001-530-340 -_ County Match: $ - - -_ ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitor Date In Division Director Risk Manag m nt , O.M.B./Purc asing County Attorney Comments: OMB Form Revised 227101 MCP 42 Changes Date Out Needed vi ,er Yes❑ No Yes No Yes❑ No[�j ��°� /C a Yes[—] No RENEWAL AGREEMENT This AGREEMENT dated the day of , 2011, by and between the Board of County Commissioners and the Board of Governors of Fire and Ambulance District 1 of Monroe County, Florida, hereinafter called the "County" and Gila LLC d/b./a Municipal Services Bureau, hereinafter called MSB, WITNESSETH WHEREAS, the parties hereto did enter into an agreement dated October 1, 2010 for collections of outstanding account receivables from ground and air ambulance transports; and WHEREAS, said agreement provided an option to the County to renew the contract for two additional one (1) year terms, not to exceed two (2) renewals; and WHEREAS, the County has elected to exercise said first one (1) year renewal option for the continuation of collections of outstanding account receivables from ground and air transports; now therefore IN CONSIDERATION of the mutual convenants and obligations contained herein, the parties agree as follows: 1. The County elects to renew the contract for an additional year pursuant to paragraph 3 of the agreement entered into on October 1, 2010. 2. The effective date of this amendment is October 1, 2011 and shall extend through September 30, 2012, under the same terms and conditions of the contract dated October 1, 2010. 3. All other terms and conditions of the contract dated October 1, 2010 shall remain in full force and effect. Attest: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS of MONROE COUNY, FLORIDA Deputy Clerk 1 1f Mayor/Chairman D/B/A MUNICIPAL SERVICES 'Au on edigriature Print Name & Title Client#: 84884 14GILACOR DATE(MMIDD/YYYY) ACORD_ CERTIFICATE rATION 3/0712011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORNLY AND C��jONFERS NO RIGHT UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT BE®WTHIS CERTIFICATE OF INSUIVELY OR NEGATI LY RANCE DOES NOEt C NiO ER THE C VERAGE AFFORDED BY THE POLICIES ETWEEN E ISSUING INSURERS>, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFIER.IMPORTANT: If the certificate holder Is an ADDITIONALthe pollc les mu aendorse . If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies e tatement n this certificate does not confer rights to the certificate holder In Ileu of such endorsement(s).RISK \IANAGF.MFNT PRODUCER CONTACT NAME Wortham Insurance & Risk Mgt PHONE FAX LAIC, No Ext . 512 453-0031 (AIC, No) 512 453-0041 221 West 6th St #1400 E-MAIL Austin, TX 78701 ADDRESS wpage@Wortham-austin.com 512 453-0031 INSURER(s) AFFORDING COVERAGE _ NAIC # _. INSURER A. Hartford Underwriters Ins Co 30104 INSURED INSURERB: Sentinel Insurance Co Ltd ...11000 Municipal Service Gila, ervice Bureau 8 Gila Group INSURER C: Hartford Casualty Insurance Co 29424 Municipal 6505 Airport Boulevard, Suite 100 INSURERD: Austin, TX 78752 INSURER E 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 CONTRACTOR 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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL 5U8 POLICY EFF POLICY EXP LTR. TYPE OF INSURANCE.... NSR WVD POLICY "NUMBER ',YYY MMIDDIYYYY? MMIDD/Y LIMITS A GENERAL LIABILITY 65UUNJW4586 3/01/2011 03101/2012 EACHOCCURRENCE $1000000 X COMMERCIAL GENERAL LIABILITY O ENTED EMMAI (EaRo«urren a 000,000 _ CLAIMS -MADE X'.. OCCUR MED EXP ::Any one pers :n S110,000 PERSONAL & ADV INJURY S 1 000 000 GENERALAGGREGATE 52,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS COMP OP AGG " s2.,000,OOO POLICY M JE PRO- T LOC $ B AUTOMOBILE LIABILITY 65UUNJW4586 3101/2011 03/0112012 COMBINED SINGLE LIMIT (Ea (Ea accidentl_ _. S _ _.. ANY AUTO BODILY INJURY Per perso-.'." S ALL OWNED SCHEDULED BODILY INJURY (Per a.. c'.dent S AUTOS AUTOS X HIRED AUTOS X NON OWNED PROPERTY DAMAGE S AUTOS Per accident S C X UMBRELLA LIAR OCCUR 65RHUJ1423 3101/2011 03/0112012 EACH OCCURRENCE s4,000,000 EXCESS LIAR CLAIMS -MADE AGGREGATE s4,000,000 DED I X RETENTION S10,000 $ C woRKERSCOMPENSATION 65EZU1313 3/01/2011 03101/201 X WCSTATU AND EMPLOYERS' LIABILITY - ER OTH- ANY PROPRIETORIPARTNERIEXECUTIVE Y I N - E.L. EACH ACCIDENT S1 000,000 OFFICERIMEMBER EXCLUDED? N ; NIA g (Mandatory in NH) _- ""_" """ I E.L. DISEASE - EA EMPLOYEE S11,000,000 If yes, describe under DESCRIPTION OF OPERATIONS be ow i E.L. DISEASE POLICY LIMIT S1 r000,000 _..._- 1 � of I i DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) �. j General Liability, Auto Liability, and Umbrella include blanket additional insured and blanket waiver of 'Y € ce~ 7 Y,v - subrogation when required by written contract. Workers Compensation includes blanket waiver of subrogation when required by written contract. Insurer cannot change or cancel coverage without the insurer firstgiving 30 days written notice to Certificate Holder of such change, cancellation or termination. Subject to policy terms, conditions and exclusions. Monroe County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS: 490 63rd Street Ocean Marathon, FL 33050 AUTHORIZED REPRESENTATIVE i ® e f O 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010!05) 1 of 1 The ACORD name and logo are registered marks of ACORD S214384/214323 14LJT AGREEMENT BETWEEN AND THE BOARD OF GOVERNORS FIRE AND AMBULANCE DISTRICT OF • '' '!E COUNTY, FLORIDA ,1 GILA CORPORATION d/b/a MUNICIPAL SERVICES BUREAU THIS AGREEMENT, ("AGREEMENT") is made and entered into this 15"' day of September 2010, by and between the Board of County Commissioners and the Board of Governors of Fire and Ambulance District 1 of Monroe County, Florida, (herein referred to collectively as the "COUNTY") and Gila Corporation d/b/a Municipal Services Bureau (herein referred to as "MSB"). WITNESSETH: WHEREAS, MSB represents that it wishes to provide services as hereinafter more specifically enumerated to the COUNTY for collections of said outstanding accounts receivables from ground and air ambulance transports; and WHEREAS, the COUNTY wishes to enter into an Agreement with MSB for collecting various uncollected ground and air ambulance accounts receivables; NOW, THERFORE, in consideration of the promises contained herein, the parties agree as follows: 1. DEBT COLLECTION SERVICES — MSB will mail notices, telephone or otherwise contact debtors with outstanding accounts with the COUNTY in order to attempt to collect those monies owed by the Debtors. Demand for payment of each collection item will be in a non -threatening manner and will comply with all applicable Federal, State and local laws, rules and regulations. As payment of collection items are collected by MSB, it shall be remitted to the COUNTY by the fifteenth of the month for the previous month's activity. Each remittance shall include a statement for the commission due and shall be accompanied by a dated report which, as to each collection time included in the remittance, shall state the name of the person from whom it was collected, the amount remitted and identifying account number. 2. RESPONSIBILITY OF THE COUNTY —The COUNTY will provide, in addition to the names and last known addresses of the Debtors, all information regarding the date(s) of the alleged debt(s), the amount of such debt(s) and the date the judgment was entered against the debtor, if applicable. The information supplied to MSB by the COUNTY must be in an ANSI file format which is acceptable to MSB and shall be provided not less frequently than monthly. The COUNTY will update and correct any information it has provided MSB as soon as it is practicable. The COUNTY will notify MSB of any payment of other satisfaction of judgment made directly to the COUNTY. The COUNTY may provide this information in either hard copy or electronically. 3. CONTRACT PERIOD AND RENEWAL - The effective date of this Agreement shall be October 1, 2010 through September 30, 2011. This Agreement may be renewed annually for one (1) year terns, not to exceed two (2) renewals, subject to approval of the Fire Chief of Monroe County Fire Rescue, the Office of Management and Budget and the Monroe County Board of County Commissioners and the Monroe County Board of Governors Fire and Ambulance District 1. 4. CONTRACT TERMINATION — Either party may terminate this agreement by providing ninety (90) days written notice. Upon notice of termination MSB shall take all steps necessary to close out any accounts with an open balance and will be responsible for complying with all provisions of this contract until the tennination date. MSB will not assume new accounts after such notice of termination. MSB will be paid for its services through the termination date and MSB will not incur any expenses after notice of termination except those necessary to properly wind up its obligations under this contract and properly perform this contract. All money received on accounts, by MSB, after the termination date will be forwarded to the COUNTY without regular compensation being paid to MSB. MSB will further cooperate with any successor, debt collection service provider by turning over all records and any other documents or equipment in hard copy to useable electronic fonnat to the COUNTY or the debt collection service provider. MSB will pay the COUNTY all funds due and owing to it as of the tennination date of this contract. The provision for MSB to turn over documents and to provide all funds due and owing the COUNTY will survive the tennination of this contract. 5. CAPABILITY TO PROVIDE SERVICE — MSB represents that it is an established debt collection service provider licensed to do business in the State of Florida and capable of providing all services required pursuant to this contract and that MSB has all necessary pen -nits, occupational licenses or any other license or permits required to provide services under this agreement required by any local, state, government or the federal government. MSB further represents that it has experience with debt collection practices and it has the requisite financial resources, personnel and experience to perform all services required under this agreement. 6. REPORTS — MSB shall provide the COUNTY with monthly aging reports by the twenty-first day of the following month reflecting the status of all accounts that are currently active and MSB's collection results as of the last day of the previous month. This report \\ ill include the following information: a. Debtor's Name b. Debtor's Account Number c. Amount paid on the account during the preceding month including amounts received by COUNTY as reported to MSB. d. Unpaid balance of account e. Amount of commission due Agency. The COUNTY has the absolute right to audit any and all financial records of MSB pertaining to the collection activities carried on by MSB pursuant to this contract. MSB shall retain such records not provided to the COUNTY for a period of three (3) years after the termination of this contract unless such records are required for pending litigation then such records shall be maintained until at least ninety (90) days after the conclusion of litigation including appeals. 7. VALID DEBTS - The COUNTY agrees that accounts placed with MSB for collection are valid and legally enforceable debts and are not disputed or subject to any bankruptcy proceedings, unless otherwise disclosed in writing by the COUNTY. 8. COMMISSION RATES — For all accounts referred by the COUNTY to MSB for collection for which the COUNTY is paid, regardless of whether payinent is accepted directly by the COUNTY or by MSB on the COUNTY"S behalf, the COUNTY will pay to MSB a twenty-five (25) percent rate on the gross amount collected. Service will be provided on a contingency fee basis with no up -front or additional costs associated with the services. The following services will be provided at no additional costs: On line access to accounts, bi- lingual collection notices and staff, letter creation and distribution, background checks/fingerprints scans for all current and future MSB employees, National Skip tracking services, toll -free telephone numbers for debtors, independent security audit, and electronic interface (in-house programmers). The COUNTY will not be responsible to MSB for any commissions or fees for payments returned to the COUNTY or MSB for insufficient funds. 9. NOTIFICATION OF COLLECTION — The COUNTY will immediately notify MSB of accounts referred to MSB for collection that have been paid or disputed by the Debtors directly to the COUNTY whenever that payment or dispute occurs. MSB agrees that once an account is placed, that the COUNTY is to receive all commission due in the event that monies are collected. By the fifteenth of each month, MSB will provide a detailed reporting to the COUNTY to identify all accounts known to be collected during the prior month and to remit monies collected on the County's behalf. MSB is required to invoice the COUNTY for commissions due; the COUNTY agrees to review the invoice and forward payment to MSB in accordance with the Florida Local Government Prompt Payment Act. MSB makes no warranties or representation, expressed or implied, about the amount of funds that will be collected, and MSB shall have no liability for any amounts uncollected. The only liability of MSB will be to forward any funds collected to the COUNTY subjected to MSB collecting its commission amount. 10. LEGAL ACTION - MSB shall make no settlement for less than the total principal amount owed without prior approval of the COUNTY. MSB may not affect any debtor's credit history as a result of unsuccessful collection efforts. MSB will place accounts for litigation only with prior written consent of County. MSB agrees that if the continued collection of an account would damage the reputation of the COUNTY or if suit is seriously threatened or filed, the COUNTY irnay request, in writing, the immediate return of the account. If the COUNTY has been given legal authorization to write-off obligations which have been referred to MSB, MSB will not collect any fees from the COUNTY relative to the accounts which have been withdrawn from MSB's collection efforts. 11. NOTICES — All notices specified pursuant to this contract shall be sent to the following: COUNTY: Monroe County Emergency Services 490 63`d Street Ocean Marathon, Fl 33050 MSB: Municipal Services Bureau 6505 Airport Blvd., Suite 100 Austin, TX 78752 12. INDEPENDENT CONTRACTOR — Neither MSB, nor any of its employees, agents, or subcontractors are employees of the COUNTY. MSB is solely responsible and liable for any action taken or made by MSB its' employees, agents or subcontractors. 13. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT of 1996 (HIPAA) — MSB will carry out its obligations under this contract in compliance with the privacy regulations pursuant to Public Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F — Administrative Simplification, Section 261, et seq., as amended ("HIPAA'*), to protect the privacy of any personally identifiable protected health information (PHI) that is collected, processed or learned as a result of the Collection services provided hereunder. In confon-nity therewith, MSB agrees that it will: a. Not use or further disclose PHI except as pen-nitted under this contract or required by law; b. Use appropriate safeguards to prevent use or disclosure of PHI except as pen-nitted by this contract; c. To mitigate, to the extent practicable, any harmful effect this is known to MSB of a use or disclosure of PHI by MSB in violation of this contract; d. Report to Monroe County any use or disclosure of PHI not provided for by this contract of which MSB becomes aware; e. Ensure that any agents or subcontractors to whom MSB provides PHI, or who have access to PHI, agree to the same restrictions and conditions that apply to MSB with respect to such PHI; f. Make PHI available to Monroe County and to the individual who has a right to access as required under HIPAA within 30 days of the request by Monroe County regarding the individual; g. Incorporate any amendments to PHI when notified to do so by Monroe County; h. Provide an accounting of all uses or disclosures of PHI made by MSBH as required under HIPAA privacy rule within sixty (60) days; i. Make their internal practices, books and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining MSB's and Monroe County's compliance with HIPAA; and j. At the termination of the contract, return or destroy all PHI received from, or created or received by MSB on behalf of Monroe County, and if return is infeasible, the protections of this contract will extend to such PHI. The specific uses and disclosures of PHI that may be made by MSB on behalf of Monroe County include: a. Preparation of invoices and reminder notices and documents pertaining to collections of overdue accounts to patients and others who are responsible for payment of the services provided by Monroe County; b. Uses required for the proper management of MSB as a business associate. c. Other uses or disclosures of PHI as pennitted by the HIPAA privacy rule. Notwithstanding any other provisions of this contract may be tenninated by Monroe County if MSB has violated a term or provisions of this contract pertaining to MSB's material obligations under the HIPAA privacy rule, or if MSB engages in conduct which would, if committed by Monroe County, result in a violation of the HIPAA privacy rule by Monroe County. 14. INDEMNIFICATION - MSB covenants and agrees to indemnify, hold harmless and defend the Monroe County Board of County Commissioners and the Monroe County Board of Governors District 1, its commissioners, officers, employees, agents and servants from any and all claims for bodily injury, including death, personal injury, and property damage, including damage to property owned by Monroe County, and any other losses, damages, and expenses of any kind, including attorney's fees, court costs and expenses, which arise out of, in connection with, or by reason of services provided by MSB or any of its Subcontractors in any tier, occasioned by the negligence, errors, or other wrongful act or omission of MSB or its Subcontractor(s) in any tier, their officers, employees, servants or agents. In the event that the service is delayed or suspended as a result of MSB's failure to purchase or maintain the required insurance, MSB shall indemnify the County from any and all increased expenses resulting from such delay. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. This indemnification shall survive the expiration or earlier termination of the Agreement. (See Attachment A). 15. INSURANCE - During the tern of this Agreement, MSB inust keep in force and affect the following insurance: Worker's Compensation- Prior to the commencement of work governed by this contract, MSB shall obtain Worker's Compensation Insurance with limits sufficient to respond to Chapter 440 , Florida Statutes. In addition, MSB shall obtain Employer's Liability Insurance with limits 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 shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If MSB has been approved by the Florida's Department of Labor, as an authorized self -insurer, the County shall recognize and honor MSB's status. MSB may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on MSB's Excess Insurance Program. If MSB participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, MSB may be required to submit updated financial statements from the fund upon request from the County. General Liability — Prior to the corn mencement of work governed by this contract, MSB shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include as a minimuin: Premises Operations Products and Completed Operations Blanket Contractual Liability Personal Injury Liability Expanded Definition of Property Damage The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage 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 of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. Professional Liability Insurance — Recognizing that the work governed by this contract involves the furnishing of advice or services of a professional nature, MSB shall purchase and maintain, throughout the life of the contract, Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of MSB arising out of work governed by this contract. The minimum limits of liability shall be: $250,000 per Occurrence/$500,000 Aggregate Monroe County shall be named as an Additional insured on all policies. The provisions of Attachment B are attached and incorporated into this agreement. 16. PAYMENTS - Payments shall be made by the COUNTY pursuant to the Florida Local Government Prompt Payment Act after the completion of the rendered services and proper invoicing by MSB. 17. CONTINGENCY- Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. 18. 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. 19. OWNERSHIP OF THE PROJECT DOCUMENTS - The documents prepared by MSB for this Project belong to the COUNTY and may be reproduced and copied without acknowledgement or permission of MSB. 20. SUCCESSORS AND ASSIGNS - MSB shall not assign its right hereunder, except its right to payment, nor shall it delegate any of its duties hereunder without the written consent of the COUNTY. MSB will not employ any subcontractor to perform any duties under this agreement unless such fact is made known to the COUNTY and prior written permission is granted. The COUNTY shall have the right to prohibit a subcontractor from performing any part of the contract; such right shall be reasonable exercised. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 21. NO THIRD PARTY BENEFICIARIES -Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 22. PUBLIC ENTITIES CRIMES - A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a MSB, supplier, subcontractor, or MSB under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement (including Attachment C), MSB represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTIES competitive procurement activities. In addition to the foregoing, MSB further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been fonmally charged with committing an act defined as a "public entity crime*" regardless of the amount of money involved or whether CONUSULTANT has been placed on the convicted vendor list. MSB will promptly notify the COUNTY if it or any subcontractor is formally charged with an act defined as a "public entity crime'' or has been placed on the convicted vendor list. 23. MAINTENANCE OF RECORDS - MSB 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 its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or County Clerk determines that monies paid to MSB pursuant to this Agreement were spent for purposes not authorized by this Agreement, the MSB shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 24. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES - 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. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and MSB agree that venue shall lie in Monroe County, Florida, in the appropriate court or before the appropriate administrative body. The Parties waive their rights to a trial by jury. This Agreement is not subject to arbitration. 25. 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 MSB 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. 26. ATTORNEY'S FEES AND COSTS - The COUNTY and MSB 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 attorneys 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. 27. BINDING EFFECT - The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and MSB and their respective legal representatives, successors, and assigns. 28. 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. 29. CLAIMS FOR FEDERAL OR STATE AID - MSB 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. 30. ADJUDICATION OF DISPUTES OR DISAGREEMENTS - COUNTY and MSB 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 15 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. 31. 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 MSB 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 MSB specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 32. NONDISCRIMINATION - MSB and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a detennination 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. MSB 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 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 Chapter 13, Article VI, 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. 33. COVENANT OF NO INTEREST - MSB and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 34. CODE OF ETHICS - COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 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. (Attachment D). 35. NO SOLICITATION/PAYMENT - MSB and COUNTY 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 fine, 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, MSB 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. 36. PUBLIC ACCESS - MSB and COUNTY 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 MSB and COUNTY in connection with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by MSB. 37. NON -WAIVER OF IMMUNITY - Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of MSB and the COUNTY 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. 38. 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. 39. LEGAL OBLIGATIONS AND RESPONSIBILITIES — no 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. 40. 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 MSB and the COUNTY agree that neither MSB nor the COUNTY 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. 41. ATTESTATIONS AND TRUTH IN NEGOTIATION — Coincident with execution of this Agreement, MSB agrees to execute a Public Entity Crime Statement, Ethics Statement, and a Drug -Free Workplace Statement (Attachments C-E). In =- mm TIE" be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 43. 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. IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed by its duly authorized representative. Attest: DANNY L. KOLHAGE, CLERK By:'Do "& C - -Qh Deputy Clerk Attest: DANNY L. KOLHAGE, CLERK By: 'Q'-) JA-� C . Deputy Clerk kT'kV#ffff1M W Print Name and Title COMMISSIONERS By: 0071t�I7f�'0111, N�Z RISK MANAGEMENT POLICY 1 PROCEDURES CONTRACT ADMINISTRATION MANUAL Indemnification and Hold Harmless for Other Contractors The Contractor covenants and agrees to indemnify, hold harmless and defend the Monroe County Board of County Commissioners and the Monroe County Board f Governors District 1, its commissioners, officers, employees, agents and servants from any and all claims for bodily injury, including death, personal injury, and property damage, including damage to property owned by Monroe County, and any other losses, damages, and expenses of any kind, including attorney's fees, court costs and expenses, which arise out of, in connection with, or by reason of services provided by the contractor or any of its Subcontractors in any tier, occasioned by the negligence, errors, or other wrongful act or omission of the contractor or its Subcontractor(s) in any tier, their officers, employees, servants or agents. In the event that the service is delayed or suspended as a result of the contractor failure to purchase or maintain the required insurance, MSB shall indemnify the County from any and all increased expenses resulting from such delay. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. This indemnification shall survive the expiration or earlier termination of the Agreement 7.29.2010 Date Attachment A (I of 1) 12 WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE Gila Corporation d/b/a Municipal Services Bureau Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self -insurer, the County shall recognize and honor the Contractor's status. The Contractor may be 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. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. C1 Attac%177 ew B I (1 of 3) GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Gila Corporation d/b/a Municipal Services Bureau Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage 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 of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. GL1 Attachniew B 14 (? of 3) PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Gila Corporation d/b/a Municipal Services Bureau Recognizing that the work governed by this contract involves the furnishing of advice or services of a professional nature, the Contractor shall purchase and maintain, throughout the life of the contract, Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contractor arising out of work governed by this contract. The minimum limits of liability shall be: $250,000 per Occurrence/$ 5 00,000 Aggregate PROI Attachment B (3 of 3) N PUBLIC ENTITY CRIME STATEMENT **A person or affiliate who has been placed on the convicted bidder list following a conviction for public entity crime may not contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a bidder, supplier, subbidder, or contractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted bidder list." By executing this form, I acknowledge that I/my company is in compliance with the above. STATE OF Texas (SignaturCqLCon)tactor) COUNTY OF Travis Date 7.29.2010 Bruce Cummings who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this 29th day of July ILI My cmmission expire g-/ 0 /A/ NOTARY PUBLIC 920 10 WaA LID DELG C0,0M.W,,, EXPIRES Crryvysas Attachment C 16 ETHICS CLAUSE Gila corporation d/b/a Municipal services Bureau warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former facer or employee. (Signs e Date: 7 •2 9 . 2 010 ! !! Bruce Cummings + after first being sworn by me, affixed his/her signature (name of c space provided b 29th day of. July o� L AO NOTARY PUBLIC My commission expires: Attachment D DRUG -FREE WORKPLACE FORM The undersigned contractor in accordance with Florida Statute 287.087 hereby certifies that: Gila Corporation d/b/a Municipal Services Bureau (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in tile workplace, tile business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or polo contendre to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirement . 7.29.2010 Date OMB - MCP FORM #5 Attachment E 18 ACORD-CERTIFICATE OF LIABILITY INSURANCE OP ID WIBA DATE IMMIDD/YYYY) PRooucER LILAC-1 02/25/10 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PIA-Pathfinder/LL6D Ins Grp P ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1160 Dairy Ashford, Suite 220 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Houston TX 77079 Phone:281-556-9999 Fax:281-556-9609 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER Hartford Lloyd. %.aura... C..P 38253 INSURER Hartford Casualty Insurance cc 29424 Gila Services INSURER Federal Insurance Com any Municipal a Muunicippall Sea Bureau 6505 Airport Blvd., Suite 100 Austin TX 78752 INSURER Hartford -Twin City Fire Ins. C 29459 INSURER E COVERAGES ruin ra yr irvau.Arvct Las I EU BtLUW 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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCFn RY PAIn rr AIM INSIT LTR ADM INSRE TYPE OF INSURANCE POLICY NUMBER DATE MMIDDIYY PDATE MM/DDIW LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE ®OCCUR 61S QRSBSOO 03/01/10 03/01/11 EACH OCCURRENCE $1000000 PREMISES Eaoccurreence) $1000000 MED EXP (Any one person) $10000 PERSONAL 6 ADV INJURY $ excluded - GENERAL AGGREGATE ' s 2000000 GEN'L AGGREGATE LIMIT APPLIES PER POLICY PRO- LOC PRODUCTS -COMP/OPAGG $2000000 AUTOMOBILE LIABILITY ANY AUTO 61S RS8500 03/01/10 03/01/11 COMBINED SINGLE LIMIT (Ea accident) $1®®®®OO ALL OWNED AUTOS SCHEOULEDAUTOS ` DILY URY (Perperson) $ X HIRED AUTOS `1 l X NON -OWNED AUTOS 7 J BODILY INJURY (Per accident) $ ` (, 31 PROPERTY DAMAGE (Per accident) GARAGE LIABILITY ANY auro r �`v AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY. AGG $ $ EXCESSIUMBRELLA LIABILITY OCCUR ❑ CLAIMS MADE 61S QRS8500 03/01/10 03/01/11 EACH OCCURRENCE s 4000000 AGGREGATE s 4000000 s RDEDUCTIBLE X RETENTION $10000 $ s B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? 61 CRT7847 03 /01/10 03/01/11 X TORY LIMITS ER E.L. EACH ACCIDENT s 1000000 E.LDISEASE- EAEMPLOYEE $ 1000000 If yea, describe under SPECIALPROVISIONS below OTHER E.L. DISEASE -POLICY LIMIT I s 1000000 C D DESCRIPTION Professional Liab Crime OF OPERATIONS, [ ncAT1nus , VGulrl 8197-6649 00 O241339-10 cc, cure a os®nuc a....c., nv r.,........_.._.._ 03/01/10 03/01/10 ° ____._. ___..._.__._ 03/01/11 03/01/11 Limit 2000000 Limit 1000000 previouslyCertificate holder is named as Additional Insured with respects on all policies as required by written contract. This certificate replaces any and all -s- certificateds Subject to policy terms, Board Monroe County Commissioners 90 63rd StreetOcean Marathon FL 33050 1 r2T"2qWff.T2 M. -- .- DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL e DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATILLS. 2&k 1� �1 s