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Item I1 1.1 County of Monroe P W ;� w 1rJ� BOARD OF COUNTY COMMISSIONERS r,�� Mayor Craig Cates,District 1 The Florida Keys Mayor Pro Tem Holly Merrill Raschein,District 5 y Michelle Lincoln,District 2 James K.Scholl,District 3 Ij David Rice,District 4 County Commission Meeting March 22, 2023 Agenda Item Number: I.1 Agenda Item Summary #11759 BULK ITEM: No DEPARTMENT: Emergency Services TIME APPROXIMATE: STAFF CONTACT: James Callahan (305) 289-6088 N/A AGENDA ITEM WORDING: Approval by the BOG to execute a First Renewal of Agreement between Monroe County and Life Extension Clinics Inc. which extends the term of the original Agreement for annual physical examinations through December 31, 2024 for Fire Rescue personnel and authority for the Fire Chief to execute all necessary documents. ITEM BACKGROUND: Monroe County Fire Rescue (MCFR) is requesting BOG approval to execute a First Renewal Agreement with Life Extension Clinics Inc. (LifeScan)to perform annual physical examinations of MCFR personnel in accordance with NFPA 1582 pursuant to Chapter 7, Section E of the Monroe County Purchasing Policy, and authority for the Fire Chief to execute all necessary documents. The total cost for an estimated 153 annual physical examinations at$455.00 per employee is $69,615.00. NFPA recommends all active firefighters, regardless of age, to have an annual physical examination and stress test. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: Two (2)Year Extension of Life Extensions Clinic Inc. Contract STAFF RECOMMENDATION: Approval DOCUMENTATION: Life Extension Clinics Inc. - First Renewal Expires 12.31.2024 LifeScan Certificate of Insurance - 03.02.23 through 03.02.24 Life Extension Clinics Inc. Purchase Agreement 05.02.2022 -Piggyback for Annual Physicals 2022 Expires 12.31.2022 City of Clearwater - RFP and Related Documents Packet Pg. 2463 1.1 FINANCIAL IMPACT: Effective Date: 05/17/2023 Expiration Date: 12/31/2024 Total Dollar Value of Contract: Not to exceed $70,000 Total Cost to County: Not to exceed $70,000 Current Year Portion: Not to exceed $70,000 Budgeted: Yes Source of Funds: Refer to Fiscal Impact above; SC_00036 Other Contractual Services CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No If yes, amount: N/A Grant: No County Match: No Insurance Required: Yes, updated insurance supplied after approval. Additional Details: N/A 03/22/23 141-11500 - FIRE& RESCUE CENTRAL $48,230.00 Includes SAFER employees 03/22/23 101-11001 MEDICAL AIR TRANSPORT $7,735.00 03/22/23 404-63100 FIRE& RESCUE KW AIRPORT $4,550.00 03/22/23 148-12000 FIRE& RESCUE COORDINATO $4,095.00 03/22/23 148-14000 FIRE MARSHALL $3,185.00 03/22/23 001-12001 FIRE ACADEMY $1,820.00 Total: $69,615.00 REVIEWED BY: Christina Cory Completed 03/06/2023 10:58 AM RL Colina Completed 03/06/2023 11:55 AM Purchasing Completed 03/06/2023 12:08 PM Budget and Finance Completed 03/07/2023 8:01 AM Brian Bradley Completed 03/07/2023 3:54 PM Lindsey Ballard Completed 03/07/2023 4:15 PM Board of County Commissioners Pending 03/22/2023 9:00 AM Packet Pg. 2464 FIRST RU"NEWAL OF AGREEMENT' BETWEEN MONROE COUNTY AND LIFE EXTENSION CLINICS INC. E m X W THIS AGREFMFNTis made and entered into this day of May, 2023 between MONROE COUNTY, a political subdivision ofthe State ofFlorida, whose address is 1100 Simonton J= Street., Key West, Florida 33040, its SLICCessors and assigns, hereinafter referred to as"C"aunty,'" through CL the Monroe ('01.111ty Board of County C''orni-nissioners ("BOCC-) and the Board of Governors of Fire and AinbUlance District I of Monroe ('01,111ty, Florida ('*BO(, and LIFE EXTENSION CLINICS INC., a Florida (."orporation, to renew the agreement between the parties dated May 18th, 2022. WHEREAS, on May 18"', 2022, the parties entered into an agreement to provide annual physical examinations for Monroe County Fire Rescue personnel, and 0 -ra WHEREAS, the term of the initial agreement was for one (1) year and provides the County with > 0 the option to renew the Agreement for LIP to an additional two (2) years terminating on CL December 31, 2024, and CL 0 0 WHEREAS, the parties desire to extend the terms of'the Agreement through December 31, 2024, and CN Q C14 NOW, THE'REFOREI, in consideration of the promises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby Ci T- agree as follows: U) 2 CL I. Paragraph 7.2.1 of the original Agreement is amended to reflect the new pricing sheet, X attached hereto as Attachment A. W 1 Paragraph 7.4 of the original Agreement is amended to reflect that the term of the Agreement has been extended for an additional two (2) year period, terminating on December 31, 2024. U- 3. All other terms and conditions of the original Agreement entered into on May 18, 2022, not inconsistent herewith, shall remain in full force- and effect. U) .2 .S U X W I.T (signatures on next page) -j E Packet Pg. 2465 U) IN WITNESS WHEREOF, the Parties have Caused their respective duly authorized r- .0 representatives to execute this Agreement on the date first written above. E m x (SEAL) BOARD OF COUNTY COMMISSIONERS w ATTEST: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA .2 U) By:--- By-.. ........... CL As Deputy Clerk Mayor/Chairperson BOARD OF GOVERNORS OF FIRE AND AMBULANCE DISTRICT I OF MONROE COUNTY, FLORIDA 0 Mayor/Chairperson > 0 CL CL MONROE COUNTY ATTORNEY 0 (,,APPROVED AS TO FORM 04 ��0 A Christina Cory ASSISTANT COUNTY ATTORNEY Date: 2/8/23 04 U) 2 CL x WITNESS LIFE EAT NSIO C NICS INC. w as By: 4, (D Printcd:1-2). . ........ —Z flq Printed: J> U- Title: Title: U r- 0 0 as as as E Packet Pg. 2466 1.1.a Li[E S V CAN I' R S LIC AFET)l 1,11)SICAL F"X�-- %N1 2023 .Nfonr(w( mmo, Fire Roscoe Marathon, FL Omi Famborski Februm'L L,2023 2023 2024 ............ U).......cal 11r vapy, 'W"I"1 1582 ..........L�i '..........- -........... oily (I ata' 0 Medical &OccUpational/Env iron in ental questionnaire Included Included ................ ..................... .............. ............. Co efiensive Hands On I h M L)r _ys i I Exam s 4_ Included Included Vital Signs: I leipfit, Weight, Blood Pressure, Pulse E ............... ......... 111 C I U.d ed,_._.._ Included m X Behavioral Health L�I'valUation Included Include W .......................... .......... -S�e2ej�Dis0I'dCI-F valuation, FI)WONII Sllcc Included Included .........I..... Back health Evaluation Included Included U) .... ........ ..........--s ------ Urinalyis ...................-._ Included Included ................. -------- ........................ ...........- ...................... ........ CL Audio 01-aul ....... Included Included -ra Visual Acuity Fest, FitrnLIS ------ Included Included Titinus()ccUPaL1(jnaI Vision With PeriDheral. Depth Perception,and Color Included III.eluded Breast Exam with Self-Exam education Included Included . .......... ...... --- ---- ... ........ Personal Consultation with review of testing results Included Included C Ti EL Aensivc Metabolic Panel, Blo Inod Ch Included Included COMPICtC Blood Count, I leniatoloIYT'4jiel Included Included 4- HernOCCUlt Stool Test Tor Colon Cancer Screening IncludedIncluded—-,-------- Total L,ipid Pa 11 e I Included Included 0 L- CL Thyroid Test TSI I Included nClUded CL Glucose —1 nc I L�-de`d Fle�lol.-)in A I C 111CILIded 0 -, Me 1L Included �,Cludecl — PSA (Prostate cancer markei ........... Testosterone( Men) Included Included CN —-- ---"" CD CA 125 (Ovarian cancer marker, Wornen) Included Included C14 ftrefs oil it el,ycreell ill o l' ...... Dke(fse and('ancer): Echocardio yarn heart Ultrasound Included Included InCl CN Carotid Arteries UltraSOLInd Included Included U) Aorta and Aortic Valve Ultrasounds ......... Included Included CL Liver UltrasOLInd Included Included X ............ ........ ................ ........ --------------- -. .......................... --, .............. W Gall Bladder Ultrasound Included Included -ra .............. ..................... .......... Kidneys I JltrasOLInd .......•......... ................ ........................ Include(] Included ............ .pleen (JltrasOUI1d Included Included .......... ------ ......... ...................... Bladder Lfln-aSOUnd Included Included ..--................ .......... ......................--.- Thyroid Ultrasound Included Include(] U- Prostate Ultrasound Included Included -------....... TICStiCLIIar UltraSOUnd Included Included ........... ................... ................ Ovaries and tACRIS UltraSOUnds Included Included.......... U) ........... Cardiac Stress Test (Treadmill with 12 lead,sub-maximal. Bruce Protocol) Included Included U -F'K('j, 12 Lead Included Included _Sphrornetrvl PFT I uT I pa t 0 Included Included OS IA Res utrtor Medical Clearance LI I cc, Included iaaaas LVal"(16011spei N711A X W Fitness tests for Muscular Stren"fl)&endurance Included Included Sitand Reach, Planking, Strength, Included Included Sit Included Included V02 Max Cale For —.Aerobic Included Included Body Weight and CoTposition Included Included P R Personal Fitness x Included Included Personal Wellness Plan with recommendations Included Included LIFE SCAN PUBLAC SAI,'F:,ry P11YSICA1, EXAM 2023 Per Person $455.00 $491.00 ........ Packet P�g. 2467 11.a Line Item Cast line Item Cost l)T/II;R I estti Avrxi/nhle; 2023 2023 Chest X-Ray,2 view with radioloorst review $81.0O $87.00 _ -------- I umbar X Ray,2 view with radrologjst review --� $81 00 ` 87.00 U) Ilazmat C.holmestrese and I leavy Metals - 151.00 $163.00 llepttrtisA Tate!'....._.. �_.....- _... �._._ _..... __._. $39.00 $42.00 I�ITat�tis 13 $u... Zest $60.00 $65.00 E I Ie�7atitis 13 Titer b�9 0(7 $42.00 -- _..._.__ x If aii is C Screeninty test _ ;?.__. �.... _ _.... _..... .__..._._ _. ...... $60.00 $64.00 .. .. I11V Test, Caen 4 _.__..... __._........__.__.------__....._.__......_..... _._.... $29 00 $31.00 e l lepatitis Vaccines each shot(A 2 shot series, B;...-, shot series)(Based on $76.00 each $82.00 I-cr-shirt � current market Costs) shot I'PI)"i"B akin"hest $24.00 $26.00 � QuantiFeron F13 I31r>od 'best $73.00 $79.00 - --------- _._._.... ._..... -_.._.. .. .__--- _.._..__.__ ._ I'dap(Tetanus Di htfi rra PeItUSSt§), titer $32.00 $34.00 0Sl.IA Res�ator_Mask i it I estin��'ortacotur - $43.0O $46.00 --- --. __-__. _._ C)ru�r 3crcen, I C'UP I)i uo Rescreen with contirmatic>n `-- -----_.`_ $60.00 $65.00 ABO____-_-__..`.--_._`_._`�._-_ $29.00 $39.00 Nicotine _ _ $70.00 $76.00 Phlebotomist(blood draw) $22.00 $24.00 - 0 - C, C, Price increase a-greed by City ol'Clearwater based on the CPI of$.39'o. C9 ]'his increase is effective January 1,2023,to December 312023 and 2024. cN c14 T- ci CN T- U) CL x ci U) 2 C3 U) x E c� Packet Pg. 2468 1.1.b ACCOR" CERTIFICATE OF LIABILITY INSURANCE DAT2/28/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE: BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. U) IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed � If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of , this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Certificate Department , She Insurance Group Inc. PHONE FAX M 1021 Douglas Ave. vC No Ext: 407-869-5490 A/c,No):407-389-3580 E-ML LU Altamonte Springs FL 32714 ADDRESS: Certificates@sihle.com M INSURER(S)AFFORDING COVERAGE NAIC# (y INSURERA: CRC/Crump Insurance Services Inc. INSURED LIFEEXT-01 INSURER B: Life Extension Clinics Inc. CL 1011 N MacDill Avenue INSURERC: Tampa FL 33607 INSURERD: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:948440139 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOI INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD MM/DD LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $ CL MED EXP(Any one person) $ CL PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 00 POLICY❑ PRO JECT ❑ LOC PRODUCTS-COMP/OP AGG $ `tl' OTHER: $ N A AUTOMOBILE LIABILITY HNO1000294-00 3/2/2023 3/2/2024 COMBINED SINGLE LIMIT $1,000,000 C14 Ea accident ANY AUTO BODILY INJURY(Per person) $ ywj OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ �9 AUTOS ONLY AUTOS ONLY Per accident $ 0- UMBRELLALIAB OCCUR EACH OCCURRENCE $ '*°A t% EXCESS LIAB CLAIMS-MADE AGGREGATE $ C14 DED RETENTION$ $ N WORKERS COMPENSATION PER OTH- ywj AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ U) 4- 0 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) C5 U C5 4T CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West FL 33040 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Packet Pg. 2469 0 0 AGREEMENT FOB ANNUAL PHYSICAL EXAMINATIONS CN CN C14 Ci This Agreement ("Agreement") made and entered into this 181" day of May, 2022 by and C14 V_ between Monroe County, a political subdivision of the State of Florida, whose address is 1100 U) Simonton Street, Key West, Florida, 330401, its successors and assigns, hereinafter referred to as "COUNTY,"through the Monroe County Board Of County Commissioners ("BOCC"), a X W AND C14 C14 Q N Life Extension Clinics ln:c,, whose principal address is 1011 N. MacDill Ave., Tampa, Florida 3,3607 its successors and assigns, hereinafter referred to as "LifeScan" or "CONTRACTOR", U) WITNESSETH: WHEREAS,the parties desire to enter into an agreement(hereinafter Original Agreement) for the provision of annual physical examinations of Monroe County Fire Rescue personnel in accordance with NFPA 1582 ("Project"'), and 0 WHEREAS, this Agreement will be utilizing cooperative purchasingi and pricing through the City of Clearwater, a cooperative purchasing organization for public sector procurement, using a competitively bid solicitation issued by the City of Clearwater (RFP #51-20) on behalf of itself d: and all states, local governments, and other government agencies, for Employment Related I Health Care Services, specifically for Fire and Police P Nre-Employment Physicals, Annual N Q Physicals, and Fitness Evaluation's(Employment Health Services Agreement based on RFP#51- N h, � 20); effective January 1, 2021; Additional term up to a maximurn term of 2 years t 'OLjgh C�R December 31, 2024);� LO NOW,THEREFORE, in consideration of the mutual!promises, covenants and agreements E stated herein, and for other good and valuable consideration, the Sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: U) FORM OF AGREEMENT ci ARTICLE I .2 .S 1.1 REPRESENTATIONS AND WARRANTIES U 9= U)By executing this Agreement, CONTRACTOR makes the following express a representations and warranties to the COUNTY'� I X W 111 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied; E Packet Pg. 2470 0 0 M 11.2 The CONTRACTOR has become familiar with the site(s) and the local conditions under N which the Project is to be completed. N 1.1.3 The CONTRACTOR shall prepare all documentation required by this Agreement in Such Ci N a manner that they shall be accurate, coordinated and adequate for use kn verifying work V- completed and shalli be in conformity and comply with all applicable law, codes and U) regulations. The CONTRACTOR warrants that the documents prepared as a part of this 0 CL Agreement will be adequate and Sufficient to document costs in a maniner that is X W acceptable for reimbursement by government agencies, therefore eliminating any N additional cost du Ne to missing or incorrect information; Q N .2 1.1.4 The CONTRACTOR assumes full responsibility to the extent allowed by law with regards M to his performance and those directly under his employ. U) 11,1.5 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with 0- 76 professional skill and care and the orderly progress of the Project. In providing all services 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, 0 rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termiination to the CONTRACTOR. CL 1.1.6 At all times and for all! purposes Linder this agreement the CONTRACTOR is an I independent contractor and not an employee of the Board of County Commissioners for N Monroe County. No statement contained in this agreement shall be construed so as to N find the CONTRACTOR or any of his1her employees, contractors, servants, or agents to N be employees of the Board Of County Commissioners for Monroe County. R LO 1 1.7 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not lob E related, in its, recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement, ARTICLE 11 SCOPE OF BASIC SERVICES U) .2 2.1 DEFINITION S U a CONTRACTOR'S Scope of Basic Services consist of those described' in Attachment A. U) The CONTRACTOR shalll commence work on the services:provided for in this Agreement C promptly upon his receipt of a written notice to proceed from the COUNTY, X W E Packet Pg. 2471 0 0 2,3 NOTICE REQUIREMENT M C14 C14 Q All written correspondence to the COUNTY shall be dated and signed by an authiorized C14 V_ representative of the CONTRACTOR. Any notice required' or permitted Linder this Ci CN agreement shall be in writing and hand delivered or mailed, postage pre-paid, to the V_ COUNTY by certified mail, return receipt requested, to the following; U) 0 2= CL Steve Hudson, Fire Chief x Monroe County Fire Rescue W N 490 631d Street, Ocean N Q Marathon, Florida 33050, CN And: Mr. Roman Gastesi, Jr, U) Monroe County Administrator 11010 Simonton Street, Room 2-205 CL Key West, Florida 33040 76 For the CONTRACTOR: 0 Patricia Johnson, CEO Life Extension Clinics, Inc. D/B/A Life Scan Wellness Centers 1011 North Mad Dill Avenue Tampa, FL 33607 ARTICLE III N N ADDITIONAL PRODUCTS AND, SERVICES N R LO 3.1 Additional products and services are those products and services not included in the Scope of Basic Services, Should the COUNTY require additional products or services they shall be paid for by the COUNTY at pricing, rates or fees negotiated at the time when E services are required, but only if approved by the COUNTY before commencement. 3.2 If Additional' Services are required the COUNTY shall issue a letter requesting and U) describing the, requested products and services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal, in accordance with the competitive pricing Linder the City of Clearwater {Employment Health Set-vices Agreement based on RFP#51-20 effective 01/01/21 to 12/31/2022; Additional term up to a maximurn of 2 years up to 12/31/2024), to provide the requested products and/or to perform the requested services. Only after receiving an amendment to the Agreement and a notice to proceed U) from the COUNTY, shall the CONTRACTOR proceed with the Additional Services. Any .2 additional services must be funded and approved by the Board of County Commissioners. S U ARTICLE IV COUN�TY'S RESPONSIBILITIES x W 4.1 The,COUNTY shall provide complete and accurate information and cooperation regarding requirements for the Project including access to office accommodations, facilities, equipment, county staff assistance and cooperation, and complete and accurate data, E Packet Pg. 2472 0 0 M 4.2 The COUNTY shall designate a representative to act on, the COUNTY's behalf with CN CN respect to the Project, The COUNTY or its representative shall render decisions in a Q timely manner pertaining to request for information submitted by the CONTRACTOR in C14 V- order to avoid unreasonable delay in the orderly and sequential progress of the Ci CONTRACTOR'S services. N V- U) 4.3 Prompt written notice shall be given by the COUNTY and the CONTRACTOR's representative if either become aware of any fault or defect in the Project or non- X W conformance with the Agreement Documents. Written notice shall be deemed to haive CN CN been duly served if sent pursuant to paragraph 2,3, Q CN 4A The COUNTY shall furnish the required information arid' services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the U) CONTRACTOR'S services, 76 4.5 The COUNTY's review of any information or docurnents prepared by the CONTRACTOR or its subcontractors shall be solely for the purpose of determining whether such information or documents are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such information or documents shall' relieve the CONTRACTOR 0 of responsibility for the accuracy, adeqLAacy, fitness, suitability or coordination of its work -1.4 product. 2M N N N R LO ARTICLE V INDEMNIFICATION AND HOLD HARMLESS E 5.1 The CONTRACTOR covenants and agrees to indemnify and hold harmless COUNTY/Monroe County and Monroe County Board of County Commissioners, its U) officers and employees frorn liabilities, daimages, losses and costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR, subcontractor(s) and other persons employed or utilized by the CONTRACTOR in the performance of the contract, U) 5,2 Thee first ten dollars ($10,00) of remuneration paid to the CONTRACTOR is for the U indemnification provided for above, The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement, U) 5.3 In the event the completion of the project (to include the work of others) is delayed' or X suspended as a result of the CONTRACTORS failure to purchase or maintain the,required W insurance, the CONTRACTOR shall indemnify COUNTY from any and all increased expenses resulting from such: delays. E 4 Packet Pg. 2473 0 0 M 6.4 The extent of liability is in no way limited to, reduced or lessened by the insurance C14 requirements contained elsewhere within the Agreement, C14 car 5.5 "This indemnification shall survive the expiration or early termination of the Agreement, Ci N ARTICLE VI X PERSONNEL W CN CN 6.1 PERSONNEL Q CN The CONTRACTOR shall assign only qualified personnel to perforrn any service concerning the project. ARTICLE V11 ,COMPENSATION and' TERM 7A COMPENSATION BASED ON SPECIFIED RATES 0 7A.1 The COUNTY shall pay the CONTRACTOR for the CONTRACTOR'S performance of this >% Agreement based on the competitively bid pricing outlined in Attachment A. The Total Estimated Not to Exceed Amount of Seventy thousand doliars, ($70,000,00) will apply to CL this Agreement. This arnount is composed of$420 00 for up to 166 physical exarni:nations, N N 7.2 PAYMENTS car N R LID 721 The contractor will be paid based on delivered work products included in, Attachment A, Payment wfll be made pursuant to the Local Government Prompt Payment Act 218,70, Florida Statutes. E (A) If the CONTRACTOR'S duties, obligations and responsibilities are materially 0 changed by amendment to this Agreement after execution of this < Agreement, 0 compensation due to the CONTRACTOR shall be equitably adjusted, either V) upward or downward" (B) As a condition precedent for any payment due under this Agreement, the CL CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the (3 COUNTY, a proper invoice to COUNTY reqluesting payment for services properly V) rendered and reimbursable expenses due hereunder. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The U CONTRACTOR'S invoice shall be accompanied by such supporting a documentation or data in support of expenses for which payment is sought that is V) acceptable to the Clerk based on generally accepted account principles and such C laws, rules and regulations as may govern the Clerk's disbursal of funds. X W E 5 Packet Pg. 2474 0 0 7.3 BUDGET AND REIMBIURSEABLE EXPENSES M CN CN Q 7�3.1 The CONTRACTOR may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted'for this contract in each fiscal Ci C14 year (October 1 - September 30) by COUNTY"s Board of County Commissioners, The V_ U) budgeted amount may only be modified by an affirmative act of the COUNTY"s Board of County Commissioners. X W 7.12 The COUNTY's performance and obligation to pay under this Agreement is contingent CN CN upon an annual appropriation by the Board of County Commissioners and the approval of Q the Board members at the time of contract initiation and its duration. N 7,3.3 It is anticipated that no reimbursable expenses will be incurred by the CONTRACTOR, U) Additionally, it is anticipated that this work wild be performed remotely, but in the event that a travel becornes necessary, expenses incurred in, connection with travel authorized by the 0- County, in writingi, will only be reimbursement to the extent and in the amount authorized by Section 112�.O61, Florida Statutes. 7.4 TERM'OF AGREEMENT 0 4- 7'.4.1 The initial term of this Agreement is for a 12-month period. This Agreernent may be extended Upon mutual agreement of the parties. The Agreement may be renewed after the initial 1 year term for 2 incremental one-year extensions in accordanice with the term P CL of the contract with the City of Clearwater (contract #180233-001 Employment Health I Services Agreement based on RFP #51-20; effective 011/01/21 to '12/31/2022' Additional C14 CN term up to a maximum of 2 years up to 12/31/20,24). Any renewal of this Agreement must be in writing and signed by both the COUNTY and CONTRACTOR, N R LO ARTIC,LE V111 I'NS!LRANCE E 5.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at aill tunes that this Agreement is in effect. In the event the completion of the U) project (to include the work of others) is delayed or suspended as a result Of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify the COUNTY from any and all increased expenses CL resulting from such delay, ci &2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of U) VI or better, that is licensed to business in the State of Florida and that has an agent for S service of process within the State of Florida, The coverage shall contain an endorsernent U providing sixty(60) days notice to the COUNTY prior to,any cancellation of said coverage. 9= Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a U) form acceptable to the CO NTY, X 8.3 CONTRACTOR shall obtain and maintain the following; policies: W 4T _J A. Workers' Compensation insurance as required by the State of Florida, Sufficient to respond to Florida Statute 440, E 6 Packet Pg. 2475 0 0 M B. Employers Liability insurance with limits of$100,000 per Accident, $500,000 Disease, N N Q policy limits, $100,000, Disease each employee, Ci N C. Comprehensive Business Automobile and Vehicle Liability Insurance covering claims V- for injuries to members of the public and/or damages to property of others arising from U) use of motor vehicles, including onsite and offsite operations, and owned, hired or non- owned vehicles, with $2�00,000 per person, $300,000 per Occurrence, $2�00,000 X W Property Damage or 00,000 combined single limit, N N D. Commercial General Liability Insurance, including Personal Injury Liability, covering N claims for injuries to mernbers of the public or darnage to property of others arising,out of any covered act or omission of the CONTRACTOR or any of its employees, agents U) or subcontractors or subCONTRACTORs, including Premises and/or Operations, Products and Completed Operations, Independent Contractors„ Broad Form Property 76 Damage and a Blanket Contractual Liability Endorsement with $3001,000 per Person, $1,000,000 per Occurrence, $200,000 Property Damage or $1,0001,000 Combined Single, Limit, 0 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 shiould extend for a minimum of twelve (12) months, following the acceptance of work by the County. N C14 E. Medical Professional Liability Insurance of$1,000,000 per occurrence and $1,000,0100 annuall aggregate. If coverage is provided on a claims made basis, NR an extended clairns reporting period of four(4) years will be required, LO E E. Cyber Liability Insurance to include the following coverages: Data Breach, Network Security Liability, Internet Media, Network Extortion, regulatory Proceedings, PCI Fine and Cost. The rninirnum limits acceptable is: $1,0100,000. U) G. COUNTY shall be narnedas an additional insured with respect to CONTRACTOR'S liabilities hereunder in insurance coverages identified in Paragraphs C and D, CL H. CONTRACTOR shall require its subcontractors to be adequately insured at least to S the limits prescribed above, and to, any increased limits of CONTRACI'OR if so U) required by COUNTY during the term of this Agreement. COUNTY will not pay for increased fir-nits of insurance for subcontractors. S L) L CONTRACTOR shall provide to the COUNTY certificates of insurance or a copy of all 9= U) insurance policies including those namiing the COUNTY as an additional insured. The a COUNTY reserves the right to require a certified COPY Of Such policies, upon request, X W J. 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. E 7 Packet Pg. 2476 0 0 M ARTICLE IX N CN MISCELLANEOUS a C14 V- Ci 9A SECTION HEADINGS CN V- U) 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 X W and will not be uis,ed in the interpretation of any provision of this Agreement. CN CN a 91.2 SUCCESSORS AND ASSIGNS CN The CONTRACTOR shall not assign, or subcontract its obligations under this agreement, U) except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONTRACTOR, which approval shall be Subject to such 76 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. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its 0 Successors, assigns and legal representatives to the other and to the successors, assigns -1.4 and legal representatives of such other party, 93 NO THIRD PARTY BENEFICIARIES 2M CL Nothing contained herein shall create any relationship, contractual or otherwise, with or CN any rights in favor of, any third party, car CN CN 94 TERMINATION R LO A- In the event that the CONTRACTOR shall be found to be negligent in any aspect of 0 E service, the COUNTY shall have the rigiht to terminate this agreement after five days written, notification to the CONTRACTOR. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty(60),days written notice of its intention to do so, U) C Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement, The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail S to perform the covenants herein contained at the firne and in the manner herein U) provided. In the event of such, termination, prior to termination, the COUNTY shall .2 provide CONTRACTOR with five (5) calendar days' notice and provide the U CONTRACTOR with an opportunity to cure the breach that has occurred. Ifthe breach, a . is not cured, the Agreement will be terminated' for cause. If the COUNTY terminates 2U) this agreement with the,CONTRACTOR, COUNTY shall pay CONTRACTOR the sum 9= due the CONTRACTOR under this agreement prior to termination, unless the cost of X completion to the COUNTY exceeds the funds remaining in the contract; however, the W COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all! rights available to recoup monies paid under this Agreement, including the right to sue for E ti Packet Pg. 2477 0 0 M breach of contract and including the right to Pursue a claim for violation of the C14 COUNTY's False Clairns Ordinance, located at Section 2-721 et all, of the Monroe C14 County Code. a C14 V_ Ci N D, Termination for Convenience: The COUNTY may terminate this Agreement for V_ convenience, at any time, upon sixty (60) days' notice to CONTRACTOR, If the U) COUNTY terminates this, agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to X W termination, unless the cost of completion to the COUNTY exceeds the funds N remaining in the contract. The maximum amount due to COOT NACTOR shall not Q exceed the spending cap in this Agreement. In addition, the COUNTY reserves alll C14 rights available to recoup monies paid under this Agreement, inclulding the right to sue for breach of contract and including the right to pursue a claim for violation of the U) COUNTY's False Claims Ordinance, located at Section 2-721 et al, of the Monroe >% County Code, 76 E. For Contracts of any amount, if the County determines that the Contractor/Consultant a has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a 0 boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. C14 F. For Contracts of $1,00ll or more, if the County determines that the CN Q Contractor/Consultant submitted a false certification under Section 287,135(5), Florida N Statutes, or if the Contractor/Consultant has been placed on the Scrutinized R Companies with Activities in the Sudan List, the Scrutinized Companies with Activities LID in the It-an Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of(1) terminating the Agreement after E it has given the Contractor/Consultant written notice and an opportunity to 0 demonstrate the agency's determination of false certification was in error Pursuant to Section 287,135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the < conditions of Section 287.135(4), Florida Statutes, are met. 0 U) 9,5 CONTRACT DOCUMENTS 2 This contract consists of the Request for Proposals (issued under the lead agency under OMNIA Partners), any addenda, the Form of Agreernent (Articles HX)/This Agreement, U) the CONTRACTOR'S response, to the l the documents referred to in the Form of .2 Agreement as a part of this Agreement, and Attachment A, and rnodifications rnade after S U execution by written amendment. In the event of any conflict between any of the Contract C documents, the Form of the Agreement/this Agreement will control or alternatively the one U)imposing the greater burden on the CONTRACTOR will control, X 9.6 PUBLIC ENTITIES CRIME$ W I.T A person or affiliate who has been placed on, the convicted vendor list following, a 4i 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 E 9 Packet Pg. 2478 0 0 construction or repair of a public buiilding or plubl'ic work, may not submit bids On ]'eases Of real property to public entity, may n Not be awarded or perform work as a contractor, N suppl'ier, Subcontractor, or CONTRACTOR under a contract with any public entity, and T- may not transact business with any public, entity in excess of the threshold arnount Ci N provided in Section 287.0117 of the Florida Statutes, for CATEGORY TWO for a period of T- 36 months from the date of being placed on the convicted vendor list, U) By signing this Agreement, CONTRACTOR represents that the execution Of this X W Agreement will not violate the Public Entity Crimes Act(Section 287,133, Florida Statutes). N N Violation of this section shall result in termination of this Agreement and' recovery of all Q monies paid hereto, and may result in, debarment from COUNTY's competitive CN procurement activities. .2 U) In addition to the foregoing,, CONTRACTOR further represents that there has been no a determination, based on an audit, that it or any sub CONTRACTOR has committed an act 0- 76 defined by Section 287,133, Florida Statutes, as a "'public entity crirne" and that it has riot been formally charged with committing an act defined as a"public entity crime" regardless of the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list. 0 CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or sub CONTRACTOR is formally charged with an act defined!as a "public entity crime" >% or has been placed on the convicted vendor list. CL 9.7 MAINTENANCE OF RECORDS CN CN CONTRACTOR shall maintain all books, records, and documents directly pertinent to N performance under this Agreement in accordance with generally accepted accounting LO Principles consistently applied. Records, shall be retained fora period of five years frorn the final payrnent or termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of E each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the final payment or termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to U) CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully, retained by the CONTRACTOR, the CONTRACTOR 2 shall repay the monies together with interest calculated pursuant to Sec, 55.03, of the Florida Statutes, running frorn the date the monies were paid by the COUNTY. 9.8 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES U) .2 This Agreement shall be governed by and construed in accordance with the laws of the L) State of Florida applicable to contracts made and to be performed entirely in the State. In 9= the event that any cause of action or administrative proceeding is instituted for the U) enforcernent or interpretation of this Agreement, COUNTY and CONTRACTOR agree that a venue shall lie in the 16'11 Judicial Circu:it, Monroe County, Florida, In the appropriate court X or before the appropriate administrative body. This agreement shall not be Subject to W arbitration, 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. E Packet Pg. 2479 0 0 9.3 SEVERABILITY M C14 C14 Q ri If any term, covenant, condition or provision of this Agreement (or the application thereof V_ Ci to any circumstance or person) shall be declared invalid or unenforceable to any extent N by a court of competent jurisdiction, the remaining terms, covenants, conditions and U) provisions of this Agreement, shalll not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be X enforceable to the fullest extent permitted by law unless the enforcement of the remaining W N terms, covenants, conditions and provisions of this Agreement would prevent the N Q accomplishment of the original Intent of thiis Agreement, The COUNTY and CN .2 CONTRACTOR agree to reform the Agreement to, replace any stricken provision with a M valid provision that comes as close as possible to the intent of the stricken provision, U) 910 ATT tRNEYS FEES AND COSTS CL 76 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 0 attorney's fees, court costs, Investigative, and out-of-pocket expenses, as an award -119 against the non-prevailing party, and shall include attorney's fees, courts, costs, investigative, and out-of-pocket expenses in appellate proceedings, .11 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure N to the benefit of the COUNTY and CONTRACTOR and their respective legal N representatives, successors, and assigns. N R 9.12 AUTHORITY LO Each party represents and warrants to the other that the execution, delivery and E performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 9.13 CLAIMS FOR FEDERAL OR STATE AID U) 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, Any CL conditions imposed as a result Of funding that effect the Project will be provided to each (3 party. S U) .2 9,14 ADJUDICATION OF DISPUTES OR DISAGREEMENTS S U COUNTY and CONTRACTOR agree that all disputes and disagreements shall be a U) attempted to, be resolved by meet and confer sessions between representatives of each a of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, X then any party shall have the right to seek such relief or rernedy as may be provided by W this Agreement or by Florida law. This Agreement is not subject to arbitration, This provision does not negate or waive the provisions of paragraph 9.5 concerning termination or cancellation, E Packet Pg. 2480 0 0 9A5 COOPERATION M C14 C14 Q In the event any administrative or legal proceeding is instituted against either party relating C14 V- to the formation, execution, performance, or breach of this Agreement, COUNTY and Ci CN CONTRACTOR agree to participate, to the extent required by the other party, in all V- U) proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and X CONTRACTOR specifically agree that no party to this Agreement shall be required to W enter into any arbitration proceedings related to this Agreement. CN CN Q 9.16 NON DISC RIM I'NATION CN CONTRACTOR and COUNTY agree that there will be no, discrimination against any U) person, and it is expressly understood that upon a determination by a COUrt of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates 76 without any further action on the part of any party, effective the date of the court order. CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as appl'icable, relating to nondiscrimination, These include but are not limited to.: 1) Title V11 of the Civil Rights Act of 1964 (PL 88-352), which prohibits 0 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 han!dicapsi 4) The Age Discrimination Act of 1975, as amended (42 USC ss, 61011-6107) which prohibits discrimination on the basis of agei 5), The Drug Abuse Office and CN CN Treatment Act of 11972 (Pl- 92-255), as amended, relating to nondiscrimination oil the basis of drug abuse; 6) The Comprehensive, Alcohol Abuse and Alcoholism Prevention, N Treatment and Rehabilitation Act of 1970 (pt. 91-616), as arnended, relating to LO nondiscrimination on the basis of alcohol abuse or alcohoiisrn 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 VIll of the Civil E 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. '12 101 Note), as may be amended from time to time, relating to nondiscrimination 0 U) on the basis of disability; 10), Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual 2 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. S (n .2 917 COVENANT OF NO INTEREST S U a CONTRACTOR and COUNTY covenant that neither presently has any interest, aind shall U) not acquire any interest,which Would conflict in any manner or degree with its performance a under this Agreement,, and that only interest of each is to perforril and receive benefits as X recited in this Agreement. W 9.18 CODE OF ETHICS E 12 Packet Pg. 2481 0 0 M COUNTY agrees that officers and employees of the COUNTY recognize and will be C14 required to comply with the standards of conduct for public officers and employees as C14Q 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„ Ci Misuse of public position, conflicting employment or contractual relationships onship� and V- disclosure or use of certain information. V) In accordance with Section 5 (b) Monroe County Ordinance No. 0101-1990, X W CONTRACTOR warrants that he/it had not employed, retained or otherwise had act on N N his/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in, violation of Section 3 of Ordinance No. 020-1990, 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 V) from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee," 9A9 NO SOLICIITATION/PAYMENT 0 The CONTRACTOR 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 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 N N Q 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 frorn CNR monies owed, or otherwise recover,the full amount of such fee, commission, percentage, LID gift, or consideration, 91.2'O PUBLIC ACCESS. E Public Records Compliance, CONTRACTOR Must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I V) 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 0- Chapter 119, Florida Statutes, and made or received by the County and CONTRACTOR (3 in conjunction with this contract and related to contract performance. The County shall S have the right to unilaterally cancel this contract upon violation, of thirs provision by the V) CONTRACTOR . Failure of the CONTRACTOR to abide by the terms, of thin provision S shall be deemed a material breach of this contract and the County may enforce the terms, L) of this provision in the form of a court proceeding and shall, as a prevailing party, be a entitled to reimbursement of all attorney's fees,and costs associated with that proceeding, V) This provision shall survive any termination or expiration of the contract, ap a X The CONTRACTOR is encouraged to consult with its advisors about Florida Public W Records Law in order to comply with this provision,. Pursuant to F.S. 119.07011 and the I.T terms and conditions of this contract, the CONTRACTOR is required to: -J (1) Keep and maintain public records that would be required by the County to perform the service. E 13 Packet Pg. 2482 0 0 M (2) Upon receipt frorn the County's custodian of records, provide the County with N a copy of the requested records or allow the records to be inspected or copied w Nithin a Q reasonable time at a cost that does not exceed the cost provided in this chapter or as ri It- otherwise provided by law. Ci N (3) Ensure that public records that are exempt or confidential and exempt from T_ U) public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and follownringi completion of the contract if the CONTRACTOR does riot transfer the records to the County, X W (4) Upon completion of the contract, transfer, at no cost, to the County all public N N records in possession of the CONTRACTOR or keep and maintain public records, that Q would be required by the County to perform the service. If the CONTRACTOR transfers N 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, U) public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable 0- 76 requirements for retaining, public records. All records stored electronically must be provided to the County, upon request frorn 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 0 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 record's to the County or allow the records to be inspected or copied within a reasonable time, P If the CONTRACTOR does not comply with the County's request for records N, the County N shall enforce the public records contract provisions in accordance with the contract, car notwithstanding the County's option and right to, unilaterally cancel this contract upon CN violation of this provision by the CONTRACTOR , A CONTRACTOR who fails to provide LO the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. E 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 , "AS QUESTIONS REL.ARD1N(,, THE APPLICATION OF CHA_P,rER.J, 191 FLORIDA STA,r1JTESLTO T H F CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO, THIS CONTRAC71 CONTACT THE CUSTODIAN 01; P'LJBLICItECORDS�2BRIArN1 IZADLEYATPI-IONE#3�)5-29'2-3470 U ------------mm� I;, U) COUNTY ATTORNEY'S 011FIFICE 1111 12""' Li-eet, SLATE 4(')8 KEY X WEST, Ft., 33040. W 9.21 NON-WAIVER OF IMMUNITY E Packet Pg. 2483 0 0 M Notwithstanding the provisions of Sec. 768,2 , Florida Statutes, the participation of the N CONTRACTOR and the COUNTY in carthis Agreement and the acquisition of any Q 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 Ci N of liability cove,rage, nor shall any contract entered into by the COUNTY be required to T_ contain any provision for waiver. U) 0 2= 9.22 PRIVILEGES AND IMMUNIT 0.IES X W CN All of the privileges and immunities from liability, exemptions from law CNs, ordinances, and' Q rules and pensions and relief, disability, workers' compensation, and other benefits which N apply to the activity of officers, agents, or employees of any public agents or ernployees of the COUNTY, when performing their respective functions, under this Agreement within U) 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 CL employees Outside the territorial lirnits of the COUNTY, 76 8.2,E LEGAL OBLIGATIONS AND RESPONSIBILITIES 0 Non-Delegation Of Constitutional or Statutory, Duties. This Agreernent 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 2M offered in satisfaction of the obligation or responsibility. Further, this Agreement is not CL intended to, nor shall it be construed as, authorizing the delegation of the constitutional or N N statutory duties of the COI.,NI TY, except to the extent permitted by the Florida constitution, state statute, and case law, CN R 9.24 N OWRELIANCE BY NON-PARTIES LO No person or entity shall be entitled to rely upon the terms, or any of them, of this E 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 CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY or any agent, U) officer, or employee of either shall have the authority to inform, counsel, or otherwise M .a indicate that any particular individual or group of individuals, entity or entities, have 2 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. ci 9.25 ATTESTATIONS AND TRUTH IN NEGOTIATION U) .2 .S CONTRACTOR agrees to execute Such documents as COUNTY may reasonably require, L) including a Public Entity Crime Staternent, an Ethics Statement, and a Drug-Free a Workplace Statement. Signature of this Agreement by CONTRACTOR shall act as the U) execution of a truth in negotiation certificate stating that wage rates and other factual unit a costs supporting the compensation pursuant to the Agreement are accurate, complete, X and current at the time of contracting. The original contract fee and any additions thereto W shall be adjusted to exclude any significant surns by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end' of the Agreement. E 1,5 Packet Pg. 2484 0 0 M C14 9.26 NO PERSONAL LIABILITY C14 Q car No covenant or agreement contained herein shall be deemed to be a covenant or Ci CN agreement of any member, officer, agent or employee of Monroe County in his or her V- U) 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, X W C14 91.27 EXECUTION IN COUNTERPAR C14TS Q N .2 Ti Ns Agreement may be executed in any number of counterparts, each of which shall be M regarded as an original, all of which taken together shall constitute one and the sarne U) instrument and any of the parties hereto may execute this Agreement by signing any such counterpart, 76 9.28 E-VERIFY SYSTEM Beginning January 1, 2021, in accordance with F,S. 448.095, the Contractor and any 0 subcontractor shall register with and shall Utilize the U.S, Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the,Contract and shaI1 expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify systern to verify the, work authorization status of all new employees hired' by the subcontractor during the N N Q Contr-act term, Any subcontractor shall) provide an: affidavit stating that the subcontractor car does not employ, contract with, or subcontract with an unauthorized alien. The C14 R Contractor shall comply with and be subject to the provisions of F.S. 44&095 LO 9,29 UNCONTROLLABLE CIRCUMSTANCE E Any delay or failure of either Party to peftrrri its obligations Under this Agreetrient will be excused to the extent that the delay or failure was caused directly by an event beyond Such Party's control, without such Party's fault or negligence and that by its nature could riot have been foreseen by such Party or, if it could have been foreseen, was unavoidable: U) (a) acts of God, (b) flood, fire, earthquake, explosion, tropical StOt-171, hurricane or other declared eniergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared oir not), terrorist threats, or ants, riot, or other civil unrest in the geographic area of the Project„ (d) government order or law in the geographic area of the (3 Project, (e) actions, embargoes,, or blockades in effect on or after" the date of this, U) Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project„(each, a "Uricontrollable Circumstance"), CONT r RACTOR'S financial S inability to perform, changes in cost or avaiilabil'ity of materials, corn Uponents, or"services, 9= market conditions, or Supplier actions or contract disputes will not excuse performance by U) Contractor Linder this Section. Contractor shall give County written notice within 7 days of 9= any event or cirCUrnstance that is reasonably likely to result in an Uncontrollable X Circumstance, and the anticipatedi duration of such Uncontrollable Circumstance. W Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure I.T that the effects of any Uncontrollable Circumstance are minimized and resun,le full -J performance under this Agreement, The County will not pay additional: cost as a result of E l6 Packet Pg. 2485 0 0 M an Uncontrollable Cil`Wrnstance, The Contractor n-iay only seek a no cost extension fo r such reasonabie time as the Owners Representative rnay det(.,rrnijne, Ci N IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its V- U) duly authorized representative on the day and year first above written. X w C14(SEAL) BOARD OF COUNTY COMM�ISSIONIERS CN Q Attest: Kevin Madolk, Clerk OF MONROE COUNTY, FLORIDA C14 U)By. By: As Deputy Clerk Mayor/Chairrnan Digitally signed by James D James D.Molenaar Molenaar Date:2022.05.02 BOARD OF GOVERNORS OF FIRE AND 0 4- 16:14:09-04'00' AMBULANCE DISTRICT I OF MONROE cs Approved'as to Form and Legal sufficiency COUNTY, FLORIDA James D. Moleniaar Asst. County Attorney CN CN MONROE COUNTY ATTORNEY'S OFFICE CN R LO (Seal) CONTRACTOR Attest. E BY: --------- By. Title: Title: 2 ci END OF AGREEMENT U) .2 .S U U) X w 4T -j E 17 Packet Pg. 2486 Attachment A - Scol)e of Services Pricing 0 0 m CN CN Q Ci CN T- U) x w CN CN CD CN .2 U) CL 0 P CL CN CN CN R LO E U) CL U) .2 .s u U) x w E 18 Packet Pg. 2487 1.1.c NI d tC HMI sN I A: cmt m,rl"d tub Hte �,Xtension t:Hffic s,jov, t.t/WA d ife Scan �N rlB wu s Ceutvi-, /2/20112 ,. ...„ PLl Mical 1 cm, Pt l° oinJirrrlCnt . — .-.. ,.�„ Mecdical Oceuu�agCional/I�uw ruurrI'll r��N��rus tua�oauu<uiue Included e^� �. __.n... .... m_...m.. ...... °uumI c_Ite nsiw c I d nd.s On d'liuvsucall d xa ..... �.... .... 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