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Item F50 F.50 Coty f � ,�� ,' BOARD OF COUNTY COMMISSIONERS �� Mayor David Rice,District 4 The Florida Keys � Mayor Pro Tem Craig Cates,District 1 y Michelle Coldiron,District 2 James K.Scholl,District 3 Ij Holly Merrill Raschein,District 5 County Commission Meeting October 19, 2022 Agenda Item Number: F.50 Agenda Item Summary #11108 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: STAFF CONTACT: Ammie Machan (305) 296-1552 N/A AGENDA ITEM WORDING: Approval of an Amendment to Agreement with the Ameurop Group, Inc. ITEM BACKGROUND: Our current Agreement with The Ameurop Group, Inc. to provide multilingual tourist assistance expires on November 30, 2022. Within the Agreement is an option to extend the Agreement for an additional two-year period. On January 20, 2021 the BOCC approved an amendment to reduce the compensation from $1,500/month to $1,000 due to a reduction in inquiries from international travelers due to COVID-19 travel restrictions. Due to the number of inquiries from international travelers increasing it is requested that the compensation return to $1,500/month ($18,000/year). Attached is the required Amendment to Extend the Agreement to November 30, 2024 and to return the compensation to $1,500/month($18,000/year). TDC approved same at their meeting of September 20, 2022. PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting of October 16, 2019 and 1st Amendment to Agreement at their meeting of January 20, 2021. CONTRACT/AGREEMENT CHANGES: Amendment to Extend STAFF RECOMMENDATION: Approval DOCUMENTATION: Ameurop Amendment and Original Agreement Packet Pg. 2128 F.50 FINANCIAL IMPACT: Effective Date: December 1, 2022 Expiration Date: November 30, 2024 Total Dollar Value of Contract: $36,000 Total Cost to County: No Cost to County Current Year Portion: $18,000 Budgeted: Yes Source of Funds: TDC CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: County Match: Insurance Required: No Additional Details: Line Item Number: 115-75038 REVIEWED BY: Maxine Pacini Completed 09/22/2022 2:58 PM Christine Limbert Completed 09/27/2022 12:10 PM Purchasing Completed 09/27/2022 12:22 PM Budget and Finance Completed 10/04/2022 9:50 AM Brian Bradley Completed 10/04/2022 10:04 AM Lindsey Ballard Completed 10/04/2022 10:11 AM Board of County Commissioners Pending 10/19/2022 9:00 AM Packet Pg. 2129 F.50.a AMENDMENT(2"d AMENDMENT)TO AGREEMENT THIS AMENDMENT to Agreement dated this day of 2022, is entered into by and between the Board of County Commissioners of Monroe County, a political subdivision of the State of Florida (County), on behalf of the Tourist Development Council and The Ameurop Group, Inc. hereinafter referred to as "Contractor". 0 WHEREAS, there was an Agreement entered into on October 16, 2019 between the parties, for Contractor to provide multilingual tourist assistance for the Florida Keys; and E WHEREAS, there was an Amendment to Agreement entered into on January 20, 2021 to reduce the compensation due to travel restrictions and a reduction in inquiries from international travelers related to the COVID -19 pandemic, and WHEREAS, due to there no longer being COVID-19 travel restrictions and the quantity of o inquiries from international travelers increasing, the parties desire to return to the original compensation of$1,500/month ($18,000 yearly); and E WHEREAS, within the original Agreement there is an option to extend the Agreement for an additional two (2) year period; and WHEREAS, the parties desire to exercise the option to extend the Agreement for an additional two (2) year period under the same terms and conditions; and NOW,THEREFORE, in consideration of the mutual covenants contained herein the parties E agree to amend the Agreement as follows: 1. Paragraph 1 of the Agreement shall be revised to read:Term:This agreement shall expire on November 30, 2024. E 2. Paragraph 3 of the Agreement shall be revised to read: Compensation: Contractor's fee shall be Eighteen Thousand Dollars ($18,000) per year as specified which shall be paid in CL monthly installments of One Thousand Five Hundred Dollars ($1,500) after proof that the service has been provided. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the County. 3. The remaining provisions of the Agreement dated October 16, 2019, and amended on January 20, 2021 shall remain in full force and effect. Amendment#2 Ameurop Contract#: 2445 Packet Pg. 2130 IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL), Board of County Commissioners Attest: Kevin Madok, Clerk of Monroe County CL 0 as E 2L, As Deputy Clerk Mayor/Chairmian (D E as MONROE COUNTY&TTORNEY (D < C14RISTINE 1,IMBERT-BAkROW5 A SSI STANTCOUNTY ArroPNF,.',v 0 DA'm 2 91 22- The Ameurop Group, Inc. (D E President (D qs E Print Name < Date: 0 AND TWO WITNESSESas E E (2 < CL 0 E Print Name Print Name < Date: Date: Amendment#2 Arneurop Contract#: 2445 Packet Pg. 2131 F.50.a AMENDMENT[1st AMENDMENT]TO AGREEMENT THIS AMENDMENT to Agreement dated this 20th day of_January 2021, is entered into by and between the Board of County Commissioners of Monroe County, a political subdivision of the State of Florida (County), on behalf of the Tourist Development Council and The Ameurop Group, Inc. hereinafter referred to as "Contractor". CL WHEREAS, there was an Agreement entered into on October 16, 2019 between the parties,for Contractor to provide multilingual tourist assistance for the Florida Keys; and WHEREAS, due to travel restrictions and a reduction in inquiries from international travelers related to the COVID -19 pandemic, the parties desire to Amend the Agreement to E reduce the compensation for the service; and NOW,THEREFORE,in consideration of the mutual covenants contained herein the parties 0 agree to amend the Agreement as follows: E 1. Paragraph 3 of the Agreement shall be amended to read: Compensation:Contractor's fee shall be Twelve Thousand Dollars ($12,000) per year as specified which shall be paid in E monthly installments of One Thousand dollars ($1,000) after proof that the service has been provided. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the County. 2. This Amendment to Agreement shall be made retroactive to December 1,2020 3. The remaining provisions of the Agreement dated October 16, 2019, shall remain in full force and effect. L- THE REMAINDER OF THIS RAGE IS INTENTIONALLY LEFT BLANK E E CL 0 E E c� Amendment#1 Ameurop Contract#: 2445 Packet Pg. 2132 F.50.a NESS WHEREOF, the parties have set their hands and seal on the day and year �e written. r Board of County Commissioners `• - evin Madok, Clerk of Monroe County 1 rvi N r 0 A As Deputy Clerk Mayor/Chairman MONROE COUNTY ATMPMY rFll DASTO CHRISMELIM -MUO" A111"AHTCO 0 The Ameurop Group, Inc, °ATE B President E d07 ` & fee `Iwwt/ IMAM name Date: 6 . .2 AND TWO WITNESSES _ o E {1) 1, Ja r� {2) �hj r {2y '� 0- Prin are Print Name Date: `� �' Date: IQ L] Zan E Amendment#1 Ameurop Contract#:2445 Packet Pg. 2133 AGREEMENT THIS AGREEMENT (Agreement), made and entered into this V'4 day of QZAI-bf0 , 2019, by and between MONROE COUNTY, FLORIDA, (hereinafter called the County), and The Ameurop Group, Inc. (hereinafter called the Contractor). WITNESSETH: 0- WHEREAS, the County wishes to enter into this Agreement with Contractor to provide a multilingual tourist assistance service for the Florida Keys; and n WHEREAS, the Contractor has successfully provided multilingual tourist assistance services on behalf of the County and Tourist Development Council since 1994; and WHEREAS, the Contractor is the only entity that provides multilingual tourist assistance for twenty-four (24) hours, seven (7) days a week, three hundred and sixty- five (365) days a year; and NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Term: The term of this Agreement is for a period of three (3) years beginning December 1, 2019 and expiring on November 30, 2022. The County shall have an option to extend the Agreement for one additional two (2) year period. 2. Scope of Services: The Contractor shall provide multilin_gual visitor assistance services for the County as described below: a) Provide multi-lingual tourist assistance (all major languages of the world) regarding all questions or problems a visitor may encounter in the Florida Keys or if the visitor is traveling from or to the Florida Keys via toll free 800 lines. b) The service will be available 24 hours; 7 days a week; 365 days a year. c) The phones will be answered always live - no recordings. d) Assistance will be provided in case,of medical needs. e) Assistance will be provided in case of law enforcement needs. f) Language assistance will be provided with business-related problems or inquiries (lodging, attractions, restaurants, shopping, etc.). g) Transportation directions provided to all areas within the Florida Keys to include attractions, hotels, diving or boat charters, restaurants, shops, etc. h) Transportation directions provided from major Florida cities to the Florida Keys and vice versa. i) The Florida Keys 800 assistance number 1-800-771-KEYS (5397), a Contractor owned and registered number, will be exclusively used to serve 1 Ameurop Group, Inc. I D#: 2446 Packet Pg. 2134 the Florida Keys for the life of the Agreement and will be accessible throughout the State of Florida. j) Contractor will provide as many additional phone lines (same number 1-800- 771-KEYS) and as many additional operators in case of any emergency or crisis situation in the Florida Keys as needed to handle the calls live and with no recordings or busy signals. k) Contractor will provide monthly call reports listing the caller's name, origin and the reason for the call. In case of emergency situations like hurricanes, where there may be an increase in the number of calls, the report may show the number of calls and a single name. n 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 this Agreement. The Contractor shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. 0 The Contractor shall provide services using the following standards, as a minimum requirement: I. The Contractor shall maintain adequate staffing levels to provide the services required under the contract. E ll. The personnel shall not be employees of or have any contractual relationship with the County III. All personnel engaged in performing services under this Agreement shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. MONTHLY REPORTS Ameurop Travel Services shall provide to TDC Administrative Office, 1201 White Street, Suite 102, Key West, Florida, monthly reports and documentation of results of services every month, within twenty days of the end of the month. Monthly reports shall E show, at a minimum, dates, names and addresses of the tourists assisted. 3. Compensation: Contractor's fee shall be Eighteen Thousand Dollars ($18,000) per year as specified which shall be paid in monthly installments of Fifteen Hundred dollars ($1,500) after proof that service has been provided. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the County. E 4. Contractor's Acceptance of Conditions: The Contractor hereby agrees to carefully examine the scope of services and assumes full responsibility therefore. Under no circumstances, conditions or situations shall this Agreement be more strongly construed against the County than against the Contractor. 2 Ameurop Group, Inc. I D#: 2446 Packet Pg. 2135 A. Any ambiguity or uncertainty in the scope of services shall be interpreted and construed by the County, and the County's decision shall be final and binding upon all parties. B. The passing, approval and/or acceptance by the County of any of the services furnished by the Contractor shall not operate as a waiver by the County of strict compliance with the terms of this Agreement. Failure on the'part of the Contractor, immediately after Notice to Correct a default, shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Contractor. Contractor shall be liable for all damage, loss and expense caused to the County by reason of the Contractor's breach of this Agreement and/or his failure to comply strictly with this Agreement and with the specifications. C. The Contractor agrees that the TDC may designate representatives to visit the Contractor's facility(ies) periodically to conduct random open file evaluations during the Contractor's normal business hours. D. The Contractor warrants that it has, and shall maintain throughout the term of this Agreement, appropriate licenses and permits 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 permits shall be submitted to the County upon request. 5. 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 four years following the termination of this Agreement. 6. 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 C L- 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 3 Ameurop Group, Inc. I D#: 2446 Packet Pg. 2136 • ' F.50.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 service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps 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 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. 4 Ameurop Group, Inc. ID*: 2446 Packet Pg. 2137 If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. 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 PHONE# 305-292-3470 BRADLEY-BRIANna,MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 7. Hold Harmless: The Contractor covenants and agrees to indemnify and hold n harmless the County and the TDC 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 subcontractors in any tier, occasioned by the negligence, errors or other wrongful act of omission of the Contractor or its subcontractors in any tier, their employees or agents. 0 8. Independent Contractor: At all times and for all purposes under this Agreement the Contractor is an independent Contractor and not an employee of the County. No E 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 County. 9. Nondiscrimination: County and Grantee 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, 5 Ameurop Group, Inc. I D#: 2446 Packet Pg. 2138 • ' F.50.a effective the date of the court order. County or Grantee agree 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, religion, sex and 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 ss. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 ), as maybe 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. 10. Assignment/Subcontract: The Contractor shall not assign or subcontract its obligations under this Agreement, except in writing and with the prior written approval of the County and Contractor, which approval shall be subject to such conditions and provisions as the County 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. E 11. 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 County to terminate this Agreement 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 Agreement. 12. Disclosure and Conflict of Interest: The Contractor represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, 6 Ameurop Group, Inc. I D#: 2446 Packet Pg. 2139 either direct or indirect, which would conflict in any manner with the performance of services required by this Agreement, 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 Agreement, 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. 0 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. n n 13. Arrears: The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any agreement, 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 E Agreement. E 14. Notice Requirement: Any notice required or permitted under this Agreementt' 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 TDC: Maxine Pacini Monroe County TDC �E 1201 White Street#102 Key West, FL 33040 FOR COUNTY: Christine Limbert-Barrows, Assistant County Attorney 7 Ameurop Group, Inc. I D#: 2446 Packet Pg. 2140 PO Box 1026 Key West, FL 33041-1026 FOR CONTRACTOR: The Ameurop Group, Inc. P.O. Box 273095 Tampa, FL 33688-3095 0 15. 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 E paying sales tax to its suppliers for materials used to fulfill its obligations under this Agreement, 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. 16. Termination: A. The County may terminate this Agreement 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 Agreement. B. Either of the parties hereto may terminate this Agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. 17. GoverninQ Law, Venue, Interpretation, Costs and Fees: n n A. This Agreement shall be,governed by and construed in accordance with the laws of the State of Florida applicable to agreements 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 E Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. E D. Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared E 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, 8 Ameurop Group, Inc. I D#: 2446 Packet Pg. 2141 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 E 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 disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. 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 E proceedings related to this Agreement. 18. 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. 19. Authority: Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all E necessary County and corporate action, as required by law. 20. 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 9 Ameurop Group, Inc. I D#: 2446 Packet Pg. 2142 • F.50.a the purpose of this Agreement.Any conditions imposed as a result of funding that effect this Agreement will be provided to each party. 21. 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 E County. n 22. 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. 23. 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 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. 24. Attestations: Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement E and a Drug-Free Workplace Statement. 0 25. 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 E to any personal liability or accountability by reason of the execution of this Agreement. 26. 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 10 Ameurop Group, Inc. I D#: 2446 Packet Pg. 2143 • F.50.a shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 27. 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. n REMAINDER OF PAGE INTENTIONALLY LEFT BLANK E E E E n n E E CL 0 E E 11 Ameurop Group, Inc. I D#: 2446 Packet Pg. 2144 r • ' F.50.a 4 ESS WHEREOF, the parties hereto have caused this Agreement to be e e day and year first above written. Board of County Commissioners ° Madak, Clerk o . ®r+rcae County M6gNM°6t t....r E CDeputy Clerk May Chairman .......................�To be filled out by The Arrteurap Cr©up, Inc.) i 0 The Ameurop Group, Inc. E .C'� i Cc Q rn a E B r" President c, r -M ram . E Date :�`- 90 Print Name cn . AND TWO, WITNESSES (2) ai,4.e. E E Print Name Print Name ` . "1 E Date: ( Dater z9 a :qel CL E MONROE COUNTY ATTORNEY E AP AS F RM: O 1 CMUSTINE LIMBERT-BARROWS ASSISTANT COU Y AT�RNEY DATE: Ameurop Gip,Inc. ID#- 2446 Packet Pg. 2145