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Item C21
BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: October 17, 2007 Division: Budget and Finance Bulk Item: Yes ® No ❑ Department: Grants Administration Staff Contact Person: David P. Owens AGENDA ITEM WORDING: Approval of contracts with non-profit organizations funded by the County for fiscal year 2008, some are funded based upon Human Services Advisory Board recommendations, and others are funded directly by the Commission as "line items." ITEM BACKGROUND: Funds are provided annually to human service organizations based upon the recommendations of the Human Services Advisory Board, and to other non -profits by direct fundina by the Commission as budget line items. Note that the Guidance Clinic of the Middle Keys contract and the Rural Health Network contract include funding from both the HSAB and the BOCC. A summary is attached. PREVIOUS RELEVANT BOCC ACTION: Total amount for Human Services Advisory Board applicants set at $2,326,581.00 at Feb. 2007 meetina. Total amount chanced to $2,210,252.00 at July 23, 2007 budget meeting. Approval of Commission -funded line items as part of budget process. CONTRACT/AGREEMENT CHANGES: All are new contracts: most oraanizations have been funded under similar contracts in prior years. STAFF RECOMMENDATION: Approval TOTAL COST: $3,649,991.00 BUDGETED: Yes XX No ($2,210,252.00 HSAB plus $1,439,739.00 BOCC funded line items — see item background) COST TO COUNTY: 3,649,991.00 REVENUE PRODUCING: Yes No XX SOURCE OF FUNDS: ad valorem taxes AMOUNT PER MONTH YEAR APPROVED BY:COUNTY ATTY ❑ OMB/PURCHASING ❑ RISK MANAGEMENT ❑ DOCUMENTATION: INCLUDED: ® NOT REQUIRED: ❑ DISPOSITION: AGENDA ITEM #: Summary of Non-profit Contracts for Fiscal Year 2008 Organization Contract Amount Funding Source AIDS Help 34,058 HSAB* American Red Cross 28,381 HSAB Big Brothers/Big Sisters 28,381 HSAB Big Pine Athletic Association 43,389 BOCC-- Boys and Girls Club 56,763 HSAB Care Center for Mental Health 330,000 HSAB Center for Independent Living 4,730 HSAB Domestic Abuse Shelter 42,572 HSAB Easter Seals Society 15,000 HSAB Exotic and Wild Bird Rescue, Big Pine 11,400 BOCC Fla. Keys Area Health Education Ctr 37,842 HSAB Florida Keys Children's Shelter 185,000 HSAB Florida Keys Healthy Start Coalition 9,460 HSAB Florida Keys Outreach Coalition 47,302 HSAB Florida Keys Wild Bird Center, Upper Keys 11,400 BOCC Good Health Clinic 46,356 HSAB Guidance Clinic/Middle Keys 843,150 HSAB $390,000 and BOCC $453,150 Heart of the Keys Youth 38,000 BOCC Hel line 4,733 HSAB Heron/Peacock 61,493 HSAB Hi her Love Mission Outreach 4,730 HSAB Historic Florida Keys Foundation 28,500 BOCC Hospice 154,206 HSAB Key West HMA, d/b/a Lower Keys Med. Ctr. dePoo Baker Act 190,000 BOCC Keys Area Interdenominational Resources 4,730 HSAB Literacy Volunteers 5,000 HSAB Marathon Wild Bird Center 11,400 BOCC Monroe Assoc for Retarded Citizens 185,000 HSAB Monroe Council of the Arts 71,250 BOCC Monroe County Education Foundation Monroe Youth Challenge Program) 23,651 HSAB PACE Center for Girls 85,144 HSAB Rural Health Network 412,953 HSAB $70,953 and BOCC $342,000 Samuel's House 104,065 HSAB Upper Keys Community Pool 225,000 BOCC Wesley House 160,828 HSAB Womankind 89,874 HSAB YMCA - Upper Keys 14,250 BOCC Total 3,649,991 *Human Services Advisory Board "Board of County Commissioners direct -funded line item MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: American Red Cross Effective Date: 10/01/07 Expiration Date: 9 30 08 Contract Purpose/Description: Provides direct services to the citizens of Monroe County, such as disaster assistance, emergency communications, and health and safety training_ Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) enda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $28,381.00 Current Year Portion: $28,381.00 Budgeted? Yes® No ❑ Account Codes: 001-03203-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $____/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc. CONTRACT REVIEW Dn a Changes Needed evie er Date Out Division Director >� 0'] Yes❑ No❑--- r� Risk Management t ; - Yes❑ NoEg A B./Purchasing lU y10R Yes❑ No❑ County Attorney Yes❑ No w o7 Comments: urea Form Revised 7/11/75 MCP -FL AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and American Red Cross of Greater Miami and the Keys, hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of disaster services and health, safety and community services, and WHEREAS, it is a legitimate public purpose to provide facilities and services for disaster services and health, safety and community services, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for disaster services and health, safety and community services for persons living in Monroe County, Florida, shall pay to the PROVIDER the sum of TWENTY-EIGHT THOUSAND, THREE HUNDRED, EIGHTY-ONE, AND NO/100 DOLLARS ($28,381.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. 5. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - American Red Cross FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. 8. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - American Red Cross FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - American Red Cross FY08; page 3 patient records; 8) Title VIII of the Civil Rights relating to nondiscrimination in the sale, rental Disabilities Act of 1990 (42 USC s. 1201 Note), e nondiscrimination on the basis of disability; 10) Federal or state statutes which may apply to Agreement. AMENDMENTS, CHANGES, AND DISPUTES Act of 1968 (42 USC s. et seq.), as amended, or financing of housing; 9) The Americans with s maybe amended from time to time, relating to Any other nondiscrimination provisions in any the parties to, or the subject matter of, this 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - American Red Cross FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - American Red Cross FY08; page 5 For Board: David P. Owens, Grants Administrator and Monroe County Attorney 1100 Simonton Street PO Box 1026 Key West, FL 33040 Key West, FL 33041 For PROVIDER Sam Tidwell, Executive Director American Red Cross of Greater Miami and the Keys 335 SW 27th Avenue Miami, FL 33135 305-644-1200 305-644-1368 FAX 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - American Red Cross FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness MOCOUNTY 0VJFD AS I Date BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By. Mayor/Chairman American Red Cross of Greater Miami and the Keys (Federal ID No. ) By President DRO J. M CADO �z%� SISTANT COU Y ATTORNEY Contract - American Red Cross FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - American Red Cross FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - American Red Cross FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X.XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - American Red Cross FY08; page 10 ATTACHMENT C Services to be provided: Disaster services, such as relief for fire victims, community disaster education and prevention, and recruitment of volunteers. Health, safety, and community services, such as first aid and lifesaving training, as well as accident prevention. Armed forces emergency service, such as emergency communications between armed forces personnel and families. International services, such as tracing of persons, messaging, and education regarding international humanitarian law. Contract - American Red Cross FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - American Red Cross FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: Contract - American Red Cross FY08; page 13 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF COUNTY OF (Signature of Respondent) Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of NOTARY PUBLIC 20_ My commission expires: Contract - American Red Cross FY08; page 14 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: AIDS Help, Inc Effective Date: 10/01/07 Expiration Date: 9 30 08 Contract Purpose/Description: Provide services to AIDS patients in Monroe County. Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) enda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $34,058.00 Current Year Portion: $34,058.00 Budgeted? Yes® No ❑ Account Codes: 001- 03225-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $/yr For: (Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes , Date In Needed Revi wer Division Director Yes❑ No Risk Management �] Yes❑ Noy ` O.M.B./Purchasing cr-z4s v7 Yes❑ No[:] 1 County Attorney /a'/7 Yes❑ NoN Comments: Nh cs �prm Girr mow(-rx��.-P�� OMB Form Revised 9/11/95 MCP #2 Date Out 41169 q'0q� AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and AIDS Help, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of supportive services to HIV -infected residents, and WHEREAS, it is a legitimate public purpose to provide facilities and services for supportive services to HIV -infected residents, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for supportive services to HIV -infected residents of Monroe County, Florida, shall pay to the PROVIDER the sum of THIRTY-FOUR THOUSAND, FIFTY-EIGHT, AND NO/100 DOLLARS ($34,058.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. 5. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. Contract - AIDS Help FY08; page 1 RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. Contract - AIDS Help FY08; page 2 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Contract - AIDS Help FY08; page 3 Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES Contract - AIDS Help FY08; page 4 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Monroe County Attorney PO Box 1026 Key West, FL 33041 Contract - AIDS Help FY08; page 5 Robert Walker, Executive Director AIDS Help, Inc. P.O. Box 4374 Key West, FL 33041 305-296-6196 305-296-6337 FAX 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - AIDS Help FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman AIDS Help, Inc. (Federal ID No. By President MONROE COUNTY ATTORNEY PPR VED A� TO 0 CYNTHIA L. H LL ASSI TANT COUNTY ATTORNEY Date q — --4 — 0 2 Contract - AIDS Help FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - AIDS Help FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - AIDS Help FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $_ XX,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - AIDS Help FY08; page 10 ATTACHMENT C Services to be provided: Food vouchers for AIDS -diagnosed residents with income less than 150% of established poverty level. Drug and nutritional supplement reimbursement for AIDS -diagnosed residents. Other AIDS -related services, such as case management, counseling, and housing assistance. Contract - AIDS Help FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - AIDS Help FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. COUNTY OF (Signature of Respondent) Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 . My commission expires: NOTARY PUBLIC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Big Brothers/Big Sisters Effective Date: 10/01/07 Expiration Date: 9 30 08 Contract Purpose/Description: provides funding to perform and carry out children's services including companionship and development services to young persons living in Monroe County. Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) a Deadline: CONTRACT COSTS Total Dollar Value of Contract: $28,381.00 Current Year Portion: $28,381.00 Budgeted? Yes® No ❑ Account Codes: 001-03234-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $____/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) __._._.-------- CONTRACT REVIEW Changes Date Out Date In Needed gRe4viE'rDivision Director Yes❑ No[�]�//� Risk Management �� Yes❑ No�a7,O) eM? Yes❑ No❑� LI-2916I.B./Purchasina County Attorney 9Tlalop Yes❑ No® /a��O - I Comments: `zth�s,r, OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Big Brothers and Big Sisters, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of companion, mentoring, and tutoring services to the youth of Monroe County, and WHEREAS, it is a legitimate public purpose to provide facilities and services for companion, mentoring, and tutoring services to the youth of Monroe County, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing services for companion, mentoring, and tutoring services to the youth of Monroe County, Florida, shall pay to the PROVIDER the sum of TWENTY - EIGHT THOUSAND, THREE HUNDRED, EIGHTY-ONE AND NO/100 DOLLARS ($28,381.00) for fiscal year2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - Big Brothers Big Sisters FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - Big Brothers Big Sisters FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - Big Brothers Big Sisters FY08; page 3 patient records; 8) Title VIII of the Civil Rights relating to nondiscrimination in the sale, rental Disabilities Act of 1990 (42 USC s. 1201 Note), e nondiscrimination on the basis of disability; 10) Federal or state statutes which may apply to Agreement. AMENDMENTS, CHANGES, AND DISPUTES Act of 1968 (42 USC s. et seq.), as amended, or financing of housing; 9) The Americans with s maybe amended from time to time, relating to Any other nondiscrimination provisions in any the parties to, or the subject matter of, this 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - Big Brothers Big Sisters FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - Big Brothers Big Sisters FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Candy Pierce -Watson Big Brothers/Big Sisters of Monroe County, Inc. P O Box 505 Key West, FL 33041 305-294-9891 305-294-1551 FAX Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Big Brothers Big Sisters FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Big Brothers and Big Sisters, Inc. (Federal ID No. ) By President MONROE COUNTY ATTORNEY PRO EQ AS TO 0 C- ' I - r. YNTHIA L. HALL ASSIS ANz COUNTY ATTORNEY Date `� - bt% -y-- Contract - Big Brothers Big Sisters FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Big Brothers Big Sisters FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Big Brothers Big Sisters FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total X.XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X.XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of by who is personally known to me. Notary Public Notary Stamp 2001 Contract - Big Brothers Big Sisters FY08; page 10 ATTACHMENT C Services to be provided: Community -based mentoring for children, school -based mentoring, companionship, and related services for children. Contract - Big Brothers Big Sisters FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Big Brothers Big Sisters FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 NOTARY PUBLIC My commission expires: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Center for Independent Effective Date: 10/01/07 Living, Inc. Expiration Date: 9 30 08 Contract Purpose/Description: provides funding for services for disabled residents of Monroe County. Contract Manager: David P. Owens (Name) for BOCC meeting on Total Dollar Value of Contract Budgeted? Yes® No ❑ Grant: $0.00 County Match: $ 4482 OMB/Grants (Ext.) (Department) nda Deadline: CONTRACT COSTS $4,730.00 Current Year Portion: $4,730.00 Account Codes: 001- 03228-530340- - ADDITIONAL COSTS Estimated Ongoing Costs: $/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date In Needed Division Director Yes[:] NoM! Risk Management Yes❑ Nk �O..� O.M.B./Purchasing -25� -07 Yes❑ NoEe"' County Attorney �Fn-102 Yes❑ No[X. OMB Form Revised 9/11/95 MCP #2 Date Out evie er AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Keys Advocacy Center, Inc., d/b/a Center for Independent Living of the Keys, hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of services to disabled residents of Monroe County, and WHEREAS, it is a legitimate public purpose to provide services to disabled residents of Monroe County, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing services to disabled residents in Monroe County, Florida, shall pay to the PROVIDER the sum of FOUR THOUSAND, SEVEN HUNDRED, THIRTY, AND NO/100 DOLLARS ($4,730.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. contract - center independent living FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. contract - center independent living FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse contract - center independent living FY08; page 3 patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. AD3UDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. contract - center independent living FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: contract - center independent living FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Keys Advocacy Center, Inc. Brenda Pierce, Executive Director 103400 Overseas Highway, Suite 243 Key Largo, FL 33037 305-453-3491 305-453-3488 FAX Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] contract - center independent living FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK M Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Keys Advocacy Center, Inc. (Federal ID No. ) By President MONROE COUNTY ATTORNEY A�YNTHIA ROVEDO 0 M: .HALL ASSISTAN'T COUNTY ATTORNEY Date I- — 0- contract - center independent living FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. contract - center independent living FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. contract - center independent living FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X.XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp contract - center independent living FY08; page 10 ATTACHMENT C Services to be provided: Independent living skills training, vocational assistance, information and referral, advocacy, peer counseling, and assistive devices for persons with disabilities in Monroe County. contract - center independent living FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." contract - center independent living FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of ►7 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 My commission expires: NOTARY PUBLIC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Domestic Abuse Shelter Effective Date: 10/01/07 Expiration Date: 9 30 08 Contract Purpose/Description: provides funding to perform services such as shelter, counseling and other appropriate services to persons affected by domestic abuse Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) da Deadline: CONTRACT COSTS Total Dollar Value of Contract: $42,572.00 Current Year Portion: $42,572.00 Budgeted? Yes® No ❑ Account Codes: 001-03201-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date In Division Director Needed Yes❑ Nob--,*" Risk Management Yes❑ Nou PJI(- O.M.B./Purchasing�� -� Yes❑ Noo" (,� County Attorney l / a; Yes[:] No® Comments: ) S c.�t +Uu� � rvai 5 �� ,, 1. P`-� OMB Form Revised 9/11/95 MCP #2 Date Out AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Domestic Abuse Shelter, hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of comprehensive services for individuals and families experiencing domestic and sexual abuse, and WHEREAS, it is a legitimate public purpose to provide facilities and services for the provision of comprehensive services for individuals and families experiencing domestic and sexual abuse, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for comprehensive services for individuals and families experiencing domestic and sexual abuse in Monroe County, Florida, shall pay to the PROVIDER the sum of FORTY-TWO THOUSAND, FIVE HUNDRED, SEVENTY-TWO AND NO/100 DOLLARS ($42,572.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. 5. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - Domestic Abuse Shelter FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - Domestic Abuse Shelter FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. IS. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - Domestic Abuse Shelter FY08; page 3 patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - Domestic Abuse Shelter FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - Domestic Abuse Shelter FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Venita Garvin, Executive Director Domestic Abuse Shelter, Inc. P O Box 522696 Marathon, FL 33052 Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Domestic Abuse Shelter FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By. Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Domestic Abuse Shelter, Inc. (Federal ID No. ) By President MONROEE COUNTY ATTORNEY D PRG OYEA�TO 0 C�YNTTH�IIA L. ALL ASSISTAN4 COUNTY ATTORNEY Date _�__ _ a --�- — 0 'q- Contract - Domestic Abuse Shelter FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Domestic Abuse Shelter FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Domestic Abuse Shelter FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total X.XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X.XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of by who is personally known to me. Notary Public Notary Stamp 2001 Contract - Domestic Abuse Shelter FY08; page 10 ATTACHMENT C Provision of comprehensive services for individuals and families experiencing domestic and sexual abuse, such as emergency shelter, food, transportation, clothing, personal items, safety planning, support groups, crisis and individual counseling, criminal justice advocacy, victim advocacy, case management, crisis hotline, information and referral, community education, and professional training. Contract - Domestic Abuse Shelter FY08; page 11 ATTACHMENT C Services to be provided: Services for victims of domestic violence and sexual assault, including, but not limited to, emergency shelter, counseling, court advocacy, and information and referral, and related services for citizens of Monroe County. Contract - Domestic Abuse Shelter FY08; page 12 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Domestic Abuse Shelter FY08; page 13 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being swom by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200_ My commission expires: NOTARY PUBLIC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Easter Seals Florida, Inc. Effective Date: 10/01/07 Expiration Date: 9 30 08 Contract Purpose/Description: provides funding to perform outpatient medical rehabilitation to citizens of Monroe County with disabilities and special needs Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) enda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $15,000.00 Current Year Portion: $15,000.00 Budgeted? Yes® No ❑ Account Codes: 001-03245-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $____/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) Date In Division Director Risk Management q'(p7 ria O.M.B./Purchasing q-- ro? County Attorney CONTRACT REVIEW Changes Date Out Needed R iew r Yes❑ No i Yes❑ Nooi/ 'X7-v- Yes❑ Nog"" Yes❑ No�z Comments: 1�6,m -to l OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Domestic Abuse Shelter, hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of outpatient medical rehabilitation to citizens of Monroe County with disabilities or special needs, and WHEREAS, it is a legitimate public purpose to provide facilities and services for the provision of outpatient medical rehabilitation to citizens of Monroe County with disabilities or special needs, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for comprehensive services for individuals and families experiencing domestic and sexual abuse in Monroe County, Florida, shall pay to the PROVIDER the sum of FIFTEEN THOUSAND AND NO/100 DOLLARS ($15,000.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - Easter Seals FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - Easter Seals FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. IS. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - Easter Seals FY08; page 3 patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - Easter Seals FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - Easter Seals FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Rob Porcaro Easters Seals Florida, Inc., Keys Regional Office 5220 College Road Key West, FL 33040 Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Easter Seals FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Easter Seals Florida, Inc. (Federal ID No. ) By President MONROE COUNTY ATTORNEY A ROVED AS TO OR t. CYNTHIA L. HALL ASSISTANTCOUNTY ATTORNEY Date — A 1— 02— Contract - Easter Seals FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Easter Seals FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Easter Seals FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total X.XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Easter Seals FY08; page 10 ATTACHMENT C Provision of outpatient medical rehabilitation to citizens of Monroe County with disabilities and special needs. Contract - Easter Seals FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Easter Seals FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 My commission expires: NOTARY PUBLIC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS Contract with: Exotic and Wild Bird Rescue of Florida Keys, Inc. CONTRACT SUMMARY Contract # Effective Date:10/01/07 Expiration Date:9 30 08 Contract Purpose/Description: provides funding for bird rescue programs Contract Manager: David P. Owens 4482 OMB/Grants (Name) (Ext.) (Department) for BOCC meeting on da Deadline: CONTRACT COSTS Total Dollar Value of Contract: $11,400.00 Current Year Portion: $11,400.00 Budgeted? Yes® No ❑ Account Codes: 001-01521-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $_Jyr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out Date In Needed / Revi wer ' Division Director Yes❑ No / 0 U/1 Risk Management W1 Yes❑ Nov�' 26) Rol c I� O.M.B./Purchasing q'2`6-tii Yes❑ NoB,-- County Attorney 9F�X-/02 Yes❑ No® �' a Vo-a Comments: -,s OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and The Exotic and Wild Bird Rescue of Florida Keys, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of wild and exotic bird rescue programs, and WHEREAS, it is a legitimate public purpose to provide facilities and services for wild and exotic bird rescue programs, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing services for wild and exotic bird rescue programs in Monroe County, Florida, shall pay to the PROVIDER the sum of ELEVEN THOUSAND, FOUR HUNDRED, AND NO/100 DOLLARS ($11,400.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. Contract - Exotic and Wild Bird Rescue FY08; page 1 RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C for the benefit of residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. Contract - Exotic and Wild Bird Rescue FY08; page 2 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. IS. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Contract - Exotic and Wild Bird Rescue FY08; page 3 Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES Contract - Exotic and Wild Bird Rescue FY08; page 4 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Monroe County Attorney PO Box 1026 Key West, FL 33041 Contract - Exotic and Wild Bird Rescue FY08; page 5 Maya Totman, Executive Director Exotic and Wild Bird Rescue of Florida Keys, Inc. P.O. Box 431392 Big Pine Key, Florida 33043 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Exotic and Wild Bird Rescue FY08; page 6 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Exotic and Wild Bird Rescue of Florida Keys, Inc. (Federal ID No By President MONROE COUNTY ATTORNEY A ROVED AS TO FO M: YNTHIA L. HALL ASSISTANT Ca � � ORNEY Date `T/ Contract - Exotic and Wild Bird Rescue FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Exotic and Wild Bird Rescue FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Exotic and Wild Bird Rescue FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of by who is personally known to me. Notary Public Notary Stamp 2001 Contract - Exotic and Wild Bird Rescue FY08; page 10 ATTACHMENT C Services to be provided: Wild and exotic bird rescue services, including, but not limited to, rescue, rehabilitation, education, awareness, etc. in Monroe County. Contract - Exotic and Wild Bird Rescue FY08; page 11 fI PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Exotic and Wild Bird Rescue FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200_. My commission expires: NOTARY PUBLIC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Florida Keys Area Health Effective Date: 10/01/07 Education Center Expiration Date: 09/30/08 Contract Purpose/Description: provides funding for health -related services and health education Contract Manager: David P. Owens 4482 OMB/Grants (Name) (Ext.) (Department) for BOCC meeting on 10/17/07 Agenda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $37,842.00 Current Year Portion: $37,842.00 Budgeted? Yes® No ❑ Account Codes: 001-03239-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $/yr. For: (Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc. CONTRACT REVIEW Changes Date Out Date In Needed QdRev�iwer'e.,/ Division Director Yes❑ No©� 4((( &161) Risk Management M-0)YesElNoEJUk�.jV,�— O.M.B./Purchasing Yes❑ NoQ*" County Attorney % Yes❑ Nog] Comments: P 6—flp OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Florida Keys Area Health Education Center, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of health -related services and health education, and WHEREAS, it is a legitimate public purpose to provide facilities and services related to health -related services and health education, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for health -related services and health education for persons living in Monroe County, Florida, shall pay to the PROVIDER the sum of THIRTY-SEVEN THOUSAND, EIGHT HUNDRED, FORTY-TWO, AND NO/100 DOLLARS ($37,842.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - Florida Keys AHEC FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily provide the services described in Attachment C, attached hereto and incorporated herein. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - Florida Keys AHEC FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - Florida Keys AHEC FY08; page 3 patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - Florida Keys AHEC FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - Florida Keys AHEC FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Michael L. Cunningham, Florida Keys Area Health 9713 Overseas Highway Marathon, FL 33050 305-743-7111 305-743-7709 FAX Executive Director Education Center, Inc. Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Florida Keys AHEC FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By. Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Florida Keys Area Health Education Center (Federal ID No. By President MONROE COUNTY ATTORNEY AP OVED 9S TO F R C NTHIA L. HALL ASSISTANT COUNTY ATTORNEY Date_..LL$/.. }� O Contract - Florida Keys AHEC FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Florida Keys AHEC FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Florida Keys AHEC FY08; page 9 ATTACHMENT 8 ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total X.XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) X.XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Florida Keys AHEC FY08; page 10 ATTACHMENT C Services to be provided: Comprehensive medical examinations for at -risk children ages one through five in low income working poor families, in protective services, or families making the transition from Temporary Assistance to Needy Families (TANF) in Monroe County, Florida. Contract - Florida Keys AHEC FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Florida Keys AHEC FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of M NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 'VC a r,.,.. DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 NOTARY PUBLIC My commission expires: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Florida Keys Children's Effective Date: 10/01/07 Shelter Expiration Date: 9 30 08 Contract Purpose/Description: provides funding to perform services such as shelter, and early intervention and prevention programs for youths and their families. Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) enda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $185,000.00 Current Year Portion: $185,000.00 Budgeted? Yes® No ❑ Account Codes: 001-03235-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $____/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out Date In Needed, Revi wer Division Director Yes❑ No�:1 /n D2 Risk Management q9b� Yes❑ No[2/ S" Pitt 1 O.M.B./Purchasing q-28 07 Yes[] No[?, - County Attorney 1� Comments: (i�,Cs�oym s Yt r�wt �+ PCu o OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and The Florida Keys Children's Shelter, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of shelter and counseling to youth and families, and WHEREAS, it is a legitimate public purpose to provide facilities and services for shelter and counseling to youth and families, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for shelter and counseling to youth and families living in Monroe County, Florida, shall pay to the PROVIDER the sum of ONE HUNDRED EIGHTY-FIVE THOUSAND AND NO/100 DOLLARS ($185,000.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. 5. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - Fla Keys Childrens Shelter FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - Fla Keys Childrens Shelter FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida .Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - Fla Keys Childrens Shelter FY08; page 3 patient records; 8) Title VIII of the Civil Rights relating to nondiscrimination in the sale, rental Disabilities Act of 1990 (42 USC s. 1201 Note), z nondiscrimination on the basis of disability; 10) Federal or state statutes which may apply to Agreement. AMENDMENTS, CHANGES, AND DISPUTES Act of 1968 (42 USC s. et seq.), as amended, or financing of housing; 9) The Americans with s maybe amended from time to time, relating to Any other nondiscrimination provisions in any the parties to, or the subject matter of, this 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - Fla Keys Childrens Shelter FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - Fla Keys Children Shelter FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Kathleen Tuell, Executive Director Florida Keys Children's Shelter, Inc. 73 High Point Road Tavernier, FL 33070 305-852-4246 305-852-6902 FAX Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Fla Keys Childrens Shelter FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Florida Keys Children's Shelter (Federal ID No. ) By President MONROE COUNTY ATTORNEY AAPOVED TO F R�-H .NTHIAIL AL ASSISTANT COUNTY ATTORNEY Contract - Fla Keys Children Shelter FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Fla Keys Childrens Shelter FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Fla Keys Childrens Shelter FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X.XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Fla Keys Childrens Shelter FY08; page 10 ATTACHMENT C Services to be provided: Residential and non-residential services to youth and families in crisis, such as shelter, information and referral, and counseling, in Monroe County. Contract - Fla Keys Childrens Shelter FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Fla Keys Childrens Shelter FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 My commission expires: NOTARY PUBLIC 2 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Florida Keys Healthy Start Effective Date: 10/01/07 Coalition, Inc. Expiration Date: 9 30 08 Contract Purpose/Description: provides funding for financial assistance with pre -natal care for uninsured and under -insured pregnant women in Monroe County Contract Manager: David P. Owens (Name) for BOCC meeting on Total Dollar Value of Contract Budgeted? Yes® No ❑ Grant: $0.00 County Match: $ 4482 OMB/Grants (Ext.) (Department) nda Deadline: CONTRACT COSTS $9,460.00 Current Year Portion: $9,460.00 Account Codes: 001-03242-530340- - ADDITIONAL COSTS Estimated Ongoing Costs: $r For: (Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Needed evi wer In Division Director Yes❑ No©l- Risk Management 1 Yes❑ No[2� R_ Qd1 - O.M.B./PurchasingC Z`��� Yes[:] No❑ Y Y ` �. . Count Attorney Yes❑ NON Comments: �,(ss rnct -, +-f-ec4-6- k---t vot-S P OMB Form Revised 9/11/95 MCP #2 Date Out AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Florida Keys Healthy Start Coalition, hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of financial assistance with pre -natal care for uninsured and under -insured pregnant women in Monroe County, and WHEREAS, it is a legitimate public purpose to provide facilities and services for financial assistance with pre -natal care for uninsured and under -insured pregnant women in Monroe County, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for financial assistance with pre -natal care for uninsured and under -insured pregnant women living in Monroe County, Florida, shall pay to the PROVIDER the sum of NINE THOUSAND, FOUR HUNDRED, SIXTY, AND NO/100 ($9,460.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - Fla Keys Healthy Start FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and carry out the duties of the Board in providing the services described in Attachment C, attached hereto and incorporated herein. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - Fla Keys Healthy Start FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - Fla Keys Healthy Start FY08; page 3 patient records; 8) Title VIII of the Civil Rights relating to nondiscrimination in the sale, rental Disabilities Act of 1990 (42 USC s. 1201 Note), a nondiscrimination on the basis of disability; 10) Federal or state statutes which may apply to Agreement. AMENDMENTS, CHANGES, AND DISPUTES Act of 1968 (42 USC s. et seq.), as amended, or financing of housing; 9) The Americans with s maybe amended from time to time, relating to Any other nondiscrimination provisions in any the parties to, or the subject matter of, this 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - Fla Keys Healthy Start FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - Fla Keys Healthy Start FY08; page 5 For Board: David P. Owens, Grants Administrator and Public Service Building 5100 College Road Key West, FL 33040 For PROVIDER Arianna Nesbitt, CEO Florida Keys Healthy Start Coalition 1100 Simonton Street Key West, FL 33040 Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Fla Keys Healthy Start FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By. Mayor/Chairman FLORIDA KEYS HEALTHY START COALITION (Federal ID No. By President MONROE COUN`FY ATTORNEY A ROVED AS TO OR YN T HIA L. HALL ASSISTANT COUNTY ATTORNEY Date'�- Contract - Fla Keys Healthy Start FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Fla Keys Healthy Start FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Fla Keys Healthy Start FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Fla Keys Healthy Start FY08; page 10 ATTACHMENT C DESCRIPTION OF SERVICES TO BE PROVIDED Financial assistance with pre -natal care for uninsured and under -insured pregnant women in Monroe County. Contract - Fla Keys Healthy Start FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Fla Keys Healthy Start FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being swom by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200_ My commission expires: NOTARY PUBLIC Risk Management P�l.- O.M.B./Purchasing County Attorney MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Florida Keys Outreach Effective Date: 10/0 1/07 Coalition Expiration Date:9 30 08 Contract Purpose/Description: provides funding for services such as shelter, transitional housing, case management, outreach, and referral for homeless persons in Monroe County. Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) enda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $47,302.00 Current Year Portion: $47,302.00 Budgeted? Yes® No ❑ Account Codes: 001-03206-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $___Jyr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date In Needed., / Revi wer e Division Director Yes❑ NoL� - Yes❑ No Yes❑ No2r Yes❑ QJ Comments: -LL'6s OMB Form Revised 9/11/95 MCP #2 Date Out � bo 9 �t(lb 7- AGREEMENT This Agreement is made and entered into this day of , 2004, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and FLORIDA KEYS OUTREACH COALITION, INC., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of services such as shelter, transitional housing, case management, outreach, and referral for homeless persons in Monroe County to homeless individuals and families, and WHEREAS, it is a legitimate public purpose to provide facilities and services such as shelter, transitional housing, case management, outreach, and referral for homeless persons in Monroe County, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for homeless individuals and families for persons living in Monroe County, Florida, shall pay to the PROVIDER the sum of FORTY-SEVEN THOUSAND, THREE HUNDRED, TWO, AND NO/100 DOLLARS ($47,302.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - Fla Keys Outreach Coalition FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorAy'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. Contract - Fla Keys Outreach Coalition FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - Fla Keys Outreach Coalition FY08; page 3 patient records; 8) Title VIII of the Civil Rights relating to nondiscrimination in the sale, rental Disabilities Act of 1990 (42 USC s. 1201 Note), e nondiscrimination on the basis of disability; 10) Federal or state statutes which may apply to Agreement. AMENDMENTS, CHANGES, AND DISPUTES Act of 1968 (42 USC s. et seq.), as amended, or financing of housing; 9) The Americans with s maybe amended from time to time, relating to Any other nondiscrimination provisions in any the parties to, or the subject matter of, this 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - Fla Keys Outreach Coalition FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - Fla Keys Outreach Coalition FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Rev. Stephen E. Braddock, Executive Director Florida Keys Outreach Coalition, Inc. P O Box 4767 5503 College Road, Suite 211 Key West, FL 33040 305-293-0641 305-293-8276 FAX Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Fla Keys Outreach Coalition FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Florida Keys Outreach Coalition (Federal ID No. ) By President A TY ATTO N Y S T R . U TON ti °�7-� Contract - Fla Keys Outreach Coalition FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Fla Keys Outreach Coalition FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Fla Keys Outreach Coalition FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total X.XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) X.XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Fla Keys Outreach Coalition FY08; page 10 ATTACHMENT C Services to be provided: Supportive housing programs for homeless individuals, including, but not limited to, shelter, transitional housing, case management, outreach, and referral for homeless persons in Monroe County. Contract - Fla Keys Outreach Coalition FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Fla Keys Outreach Coalition FY08, page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 1 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200_ My commission expires: NOTARY PUBLIC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Florida Keys Wild Bird Effective Date:10/01/07 Rehab Center, Inc. Expiration Date:9 30 08 Contract Purpose/Description: provides funding for wild bird rescue programs Contract Manager: David P. Owens 4482 OMB/Grants (Name) (Ext.) (Department) for BOCC meeting on nda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $11,400.00 Current Year Portion: $11,400.00 Budgeted? Yes® No ❑ Account Codes: 001-01519-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $___Jyr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc. Division Director Risk Management P')k- O.M.B./Purchasing County Attorney Date In CONTRACT REVIEW Changes Needed Yes❑ NoD-�- 01 Yes❑ Nod _ Yes❑ NoE� Yes❑ No Comments: 'fires �r>��n � az�e�� ►DL--A- s-,-r- ' . P�tc OMB Form Revised 9/11/95 MCP #2 Date Out AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as 'Board" or 'County," and The Florida Keys Wild Bird Rehabilitation Center, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of wild bird rescue programs, and WHEREAS, it is a legitimate public purpose to provide facilities and services for wild bird rescue programs, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing services for wild bird rescue programs in Monroe County, Florida, shall pay to the PROVIDER the sum of ELEVEN THOUSAND, FOUR HUNDRED, AND NO/100 DOLLARS ($11,400.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. Contract - Florida Keys Wild Bird Rehab Ctr FY08; page 1 RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C for the benefit of residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. Contract - Florida Keys Wild Bird Rehab Ctr FY08; page 2 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Contract - Florida Keys Wild Bird Rehab Ctr FY08; page 3 Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES Contract - Florida Keys Wild Bird Rehab Ctr FY08; page 4 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Monroe County Attorney PO Box 1026 Key West, FL 33041 Contract - Florida Keys Wild Bird Rehab Ctr FY08; page 5 Bruce B. Horn, Executive Director Florida Keys Wild Bird Rehabilitation Center 93600 Overseas Highway Tavernier, Florida 33043 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Florida Keys Wild Bird Rehab Ctr FY08; page 6 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Florida Keys Wild Bird Rehabilitation Center, Inc. (Federal ID By President Contract - Florida Keys Wild Bird Rehab Ctr FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Florida Keys Wild Bird Rehab Ctr FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Florida Keys Wild Bird Rehab Ctr FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total X.XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X.XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Florida Keys Wild Bird Rehab Ctr FY08; page 10 ATTACHMENT C Services to be provided: Wild bird rescue services, including, but not limited to, rescue, rehabilitation, education, awareness, etc. in Monroe County. Contract - Florida Keys Wild Bird Rehab Ctr FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Florida Keys Wild Bird Rehab Ctr FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being swom by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 NOTARY PUBLIC My commission expires: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Good Health Clinic, Inc. Effective Date: 10/01/07 Expiration Date: 9 30 08 Contract Purpose/Description: provides funding for health care services for disadvantaged persons in the Upper Keys area Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) nda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $46,356.00 Current Year Portion: $46,356.00 Budgeted? Yes® No ❑ Account Codes: 001- 03226-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $. . . Jyr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc. CONTRACT REVIEW Changes Date In Needed Division Director Yes❑ NoO- Risk Management q�"(i) Yes❑ Nov i1,t- O.M.B./Purchasing -b7 Yes❑ Nopl/ 9/a/0 County Attorney Yes❑ NqQ Comments: 4�t' u A� b4.(- OMB Form Revised 9/11/95 MCP #2 Date Out Revi er' MI I z. R�o13 0 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and The Good Health Clinic, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of health care services to disadvantaged residents in the Upper Keys area, and WHEREAS, it is a legitimate public purpose to provide facilities and services related to health care for the disadvantaged residents in the Upper Keys area, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 411:�C] 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for health care for disadvantaged persons living in Monroe County, Florida, shall pay to the PROVIDER the sum of FORTY-SIX THOUSAND, THREE -HUNDRED, FIFTY-SIX, AND NO/100 DOLLARS ($46,356.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - Good Health Clinic FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - Good Health Clinic FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - Good Health Clinic FY08; page 3 patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - Good Health Clinic FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - Good Health Clinic FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Dr. Sanford Yankow, Executive Director The Good Health Clinic, Inc. 9155 Overseas Highway Tavernier, FL 33037 305-853-1788 305-852-1789 FAX Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Good Health Clinic FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman The Good Health Clinic, Inc. (Federal ID No By President MONROE COUNTY ATTORNEY AP OVED AS TO F R �. YNTHIA L. HALL ASSISTANT COUNTY ATTORNEY Date-.- 1_' � '� 7 o 7 Contract - Good Health Clinic FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Good Health Clinic FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Good Health Clinic FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X.XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of by who is personally known to me. Notary Public Notary Stamp 2001 Contract - Good Health Clinic FY08; page 10 ATTACHMENT C Services to be provided: Health care for disadvantaged persons living in the Upper Keys area of Monroe County. Contract - Good Health Clinic FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Good Health Clinic FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200_. My commission expires: NOTARY PUBLIC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Guidance Clinic of the Middle Effective Date:10/01/07 Keys Expiration Date:9/30/08 Contract Purpose/Description: provide funding for various mental health and transportation - disadvantaged services in Monroe County. Contract Manager: David P. Owens 4482 OMB/Grants (Name) (Ext.) (Department) for BOCC meeting on Deadline: CONTRACT COSTS Total Dollar Value of Contract: $843,150.00 Current Year Portion: $843,150.00 Budgeted? Yes® No ❑ Account Codes: 001-03230-530340- 390 000.00 Grant: $0.00 001-01509-530340- 48 545.00 County Match: $ 001-01526-530340- 92,235.00 001-01508-530340- 312 370.00 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc. Date In Division Director Risk Management O.M.B./Purchasing �? k fl7 a-;U Count Attorney Y Y CONTRACT REVIEW Changes Needed Yes❑ No Yes[-] No � Yes❑ Noce Yes❑ No® Comments: rfir,(-S Rov'ma-"-6,&L-cc� *ems n«4- - P�� MB Form Revised 9/11/95 MCP #2 Date Out -d �7 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as 'Board" or "County," and the GUIDANCE CLINIC OF THE MIDDLE KEYS, INC., hereinafter referred to as "Provider." WHEREAS, the Board and the Provider desire to enter into an agreement wherein the Board contracts for services from the Provider for the rendering of mental health services to the citizens of Monroe County, Florida, and WHEREAS, the Board is vested and charged with certain duties and responsibilities relating to the mental health and guidance of the citizens of Monroe County, and WHEREAS, such services have been rendered by the Provider in the past and have been invaluable to the citizens of the County, and WHEREAS, it is proper and fitting to enter into an agreement for services to be rendered in the forthcoming fiscal year 2007-2008, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the Provider substantially and satisfactorily performing and carrying out the duties and obligations of the Board, shall reimburse the Provider for a portion of the Provider's expenditures for Baker Act hospital, physician and crisis stabilization services, as billed by the Provider, for clients qualifying for such services under applicable state and federal regulations and eligibility determination procedures, and for Baker Act transportation services, non -Baker Act mental health services and substance abuse treatment. This cost shall not exceed a total reimbursement of EIGHT HUNDRED FORTY-THREE THOUSAND, ONE HUNDRED, FIFTY, AND NO/100 DOLLARS ($843,150.00), during the fiscal year 2008, payable as follows: a) the sum of THREE HUNDRED TWELVE THOUSAND, THREE HUNDRED, SEVENTY, AND NO/100 DOLLARS ($312,370.00) for mental health services, including detoxification, long- term substance abuse treatment, and long-term psychiatric treatment services, crisis stabilization, community mental health and substance abuse services, and Baker Act/Marchman Act transportation services. b) the sum of THREE -HUNDRED, NINETY THOUSAND, AND NO/100 DOLLARS ($390,000.00) for residential services and mental health and substance abuse services, such as screening and assessment, information and referral, outreach, prevention, intervention, counseling and therapy, psychiatric services, aftercare, supportive housing, and psychosocial rehabilitation. c) the sum of FORTY-EIGHT THOUSAND, FIVE HUNDRED, FORTY-FIVE, AND NO/100 DOLLARS ($48,545.00) for Community Transportation Coordinator related services. d) the sum of NINETY-TWO THOUSAND, TWO HUNDRED, THIRTY-FIVE, AND NO/100 DOLLARS ($92,235.00) for Keys to Recovery residential treatment services. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. Guidance Clinic of the Middle Keys FY05; page 1 3. PAYMENT. Payment will be paid monthly as hereinafter set forth. Baker Act Billing Summary Forms, certified monthly financial and service load reports will be made available to the Board to validate the delivery of services under this contract. The monthly financial report is due in the office of the Clerk of the Board no later than the 15th day of the following month. Payment for Baker Act and Marchman Act transportation services shall be made according to the rate schedule set forth in Attachment C, subject to the maximum amounts set forth in Paragraph 1. d. above. After the Clerk of the Board pre -audits the certified report, the Board shall reimburse the Provider for its monthly expenses. However, the total of said monthly payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. To preserve client confidentiality required by law, copies of individual client bills and records shall not be available to the Board for reimbursement purposes but shall be made available only under controlled conditions to qualified auditors for audit purposes. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. 5. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: Guidance Clinic of the Middle Keys FY05; page 2 (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The Provider, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and carry out the duties of the Board in rendering counsel in the matter of mental health and guidance to the citizens of the Middle Keys, Monroe County, Florida. The Provider shall provide these services in compliance with Florida Statutes Chapter 394. Said services shall include, but are not limited to, those services described in Provider's Details of Specific Program for Which Funding is Requested, attached hereto as Exhibit C and incorporated herein. Baker Act and Marchman Act transportation services which are covered under this agreement may be subcontracted, but are subject to the rates set forth in Attachment C, and the limitations above. The subcontractor shall be subject to all of the conditions of this contract, including but not limited to insurance and hold -harmless requirements, as is the Provider. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 Guidance Clinic of the Middle Keys FY05; page 3 contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer Guidance Clinic of the Middle Keys FY05; page 4 sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' Guidance Clinic of the Middle Keys FY05; page 5 compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Jamie Pipher, Executive Director Guidance Clinic of the Middle Keys, Inc. 3000 41st Street Marathon, Florida 33050 Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. Guidance Clinic of the Middle Keys FY05; page 6 In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA By By Deputy Clerk Mayor/Chairman GUIDANCE CLINIC OF THE MIDDLE KEYS, INC. (Federal ID No. ) Witness By Witness President MONROE COUNTY ATTOVED ASRNEY _ A R ®��� - tfa,ty R M 'CYNTHIA L. HALL Guidance Clinic of the Middle Keys FY05; page 7 ASSISTANT COUNTY ATTORNEY Date ,_-0 �- ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. Guidance Clinic of the Middle Keys FY05; page 8 A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Guidance Clinic of the Middle Keys FY05; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Guidance Clinic of the Middle Keys FY05; page 10 ATTACHMENT C Guidance Clinic of the Middle Keys FY05; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Guidance Clinic of the Middle Keys FY05; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 1 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200_ My commission expires: NOTARY PUBLIC 2 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Heart of the Keys Effective Date:10/01/07 Recreation Association Expiration Date:9 30 08 Contract Purpose/Description: provides funding for youth programs for children of Monroe County Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) enda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $38,000.00 Current Year Portion: $38,000.00 Budgeted? Yes® No ❑ Account Codes: 001-01514-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $____/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Change Date In Needei Division Director Yes❑ No Risk Management Yes❑ No P� O.M.B./Purchasing �� �� Yes❑ No County Attorney qD/a-0➢ Yes❑ No Comments: -s b,-,-A at�,�,tec{ fic( OMB Form Revised 9/11/95 MCP #2 Date Out /;40 } AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as 'Board" or "County," and HEART OF THE KEYS RECREATION ASSOCIATION, INC., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of activities for the wholesome development of youths' personal, social, physical, and emotional growth, and WHEREAS, it is a legitimate public purpose to provide facilities and services for activities for the wholesome development of youths' personal, social, physical, and emotional growth, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing services for activities for the wholesome development of youths' personal, social, physical, and emotional growth in Monroe County, Florida, shall pay to the PROVIDER the sum of THIRTY-EIGHT THOUSAND AND NO/100 DOLLARS ($38,000.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - Heart of the Keys Recreation Assoc FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provided the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by' any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - Heart of the Keys Recreation Assoc FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. IS. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - Heart of the Keys Recreation Assoc FY08; page 3 patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - Heart of the Keys Recreation Assoc FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or, employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 io enforce any third - party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - Heart of the Keys Recreation Assoc FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Anthony Culver, Executive Director Heart of the Keys Recreation Association, Inc. 810 33rd Street Marathon, Florida 33050 Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Heart of the Keys Recreation Assoc FY08; page 6 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK M Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Heart of the Keys Recreation Assoc., Inc. (Federal ID No. By President MONROE COUNTY ATTORNEY PROVEp AT CYNTHIA L. HALL ASSISTANT COUNTY tT�TORNEY Date_____.._— --2—� Contract - Heart of the Keys Recreation Assoc FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Heart of the Keys Recreation Assoc FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Heart of the Keys Recreation Assoc FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Heart of the Keys Recreation Assoc FY08; page 10 ATTACHMENT C Services to be provided: Children's services, including, but not limited to, sports, after -school programs, summer programs, recreation. Contract - Heart of the Keys Recreation Assoc FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Heart of the Keys Recreation Assoc FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being swom by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 My commission expires: NOTARY PUBLIC 2 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Helpline Effective Date: 10/01/07 Expiration Date: 09/30/08 Contract Purpose/Description: provides funding for crisis intervention and referral services Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) enda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $4,733.00 Current Year Portion: $4,733.00 Budgeted? Yes® No ❑ Account Codes: 001-03200-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $----/yr. For: (Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc. CONTRACT REVIEW Changes Division Director Date In Needed Yes❑ No©--�' Risk Management Yes❑ NoEq,/ PIA O.M.B./Purchasing '� -�6 -0) Yes❑ Nou/ County Attorney q la/Yes❑ NoF Ir- Date Out *// 49 =L�� 6 I1?VD-1 et4u-&-� r. " 1�- 0 1 -----7 !to Comments: 40vrn OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Helpline, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of crisis intervention and information and referral services, and WHEREAS, it is a legitimate public purpose to provide facilities and services related to crisis intervention and information and referral services, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for crisis intervention and referral services for persons living in Monroe County, Florida, shall pay to the PROVIDER the sum of FOUR THOUSAND, SEVEN HUNDRED, THIRTY-THREE, AND NO/100 DOLLARS ($4,733.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. Contract - Helpline FY08; page 1 RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. Contract - Helpline FY08; page 2 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Contract - Helpline FY08; page 3 Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES Contract - Helpline FY08; page 4 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 Monroe County Attorney PO Box 1026 Key West, FL 33041 Contract - Helpline FY08; page 5 For PROVIDER Lou Hernandez, Executive Director Helpline, Inc. P O Box 2186 1623 Spalding Court, #4 Key West, FL 33040 305-292-8445 305-292-8447 FAX 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Helpline FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Helpline, Inc. (Federal ID No. ) By President MONROE GOUNTY ATTORNEY A P 0/W E� �S.,yp F R YNTHIA L. HALL ASSISTANT- COUNTY ATTORNEY Date1 90 :-- d -1 Contract - Helpline FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 1.12.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Helpline FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Helpline FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $_X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Helpline FY08; page 10 ATTACHMENT C Services to be provided: Telephone information and referral, senior citizen telephone reassurance calls, and related services to residents of Monroe County. Contract - Helpline FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Helpline FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being swom by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 NOTARY PUBLIC My commission expires: 2 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: U.S. Fellowship of Florida, Effective Date: 10/01/07 d/b/a Heron and Peacock programs Expiration Date: 9 30 08 Contract Purpose/Description: provides funding for assisted living facilities with limited mental health support Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) nda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $61,493.00 Current Year Portion: $61,493.00 Budgeted? Yes® No ❑ Account Codes: 001-03233-530340- - Grant: $0.00 - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $r For: (Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Needed In Division Director Yes❑ No� ;/ Risk Management4-11LOYesE] No P, & O.M.B./Purchasing .Z Yes[:] NoE� County Attorney 9z/.;�/:oYes[] No® Leviie er. Comments:�-J-Y C-S (�!vrrn � � brut ca t. P L`_`7`�C' OMB Form Revised 9/11/95 MCP #2 Date Out AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and United States Fellowship of Florida, Inc., d/b/a Heron and Peacock Programs, hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of assisted living facilities with limited mental health support, and WHEREAS, it is a legitimate public purpose to provide facilities and services for assisted living facilities with limited mental health support in Monroe County, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing assisted living facilities with limited mental health support in Monroe County, Florida, shall pay to the PROVIDER the sum of SIXTY-ONE THOUSAND, FOUR HUNDRED, NINETY-THREE, AND NO/100 ($61,493.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. contract - heron peacock FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and carry out the duties of the Board in providing the services described in Attachment C, attached hereto and incorporated herein. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure Land usual and customary procedures required by the circuit court of Monroe County. contract - heron peacock FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse contract - heron peacock FY08; page 3 patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. contract - heron peacock FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 serf,/ices provided by the PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. 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, aigents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: contract - heron peacock FY08; page 5 For Board: David P. Owens, Grants Administrator and Public Service Building 5100 College Road Key West, FL 33040 For PROVIDER Harold Tapper, Executive Director United States Fellowship of Florida 1320 Coco Plum Drive Marathon, FL 33050 305-743-4129 305-743-5137 FAX Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] contract - heron peacock FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By. Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman U.S. Fellowship of Florida, Inc. (Federal ID No. ) By President MONROE G(DuNTY ATTORNEY A 9T FOR CYIvIHIA L. HALL ASSISTANT COUNTY ATTORNEY LSE to --9-7 JO - 0 - - contract - heron peacock FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. contract - heron peacock FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. contract - heron peacock FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X.XXX.XX . (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X XXX.XX Balance of contract (D-C) $ X.XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp contract - heron peacock FY08; page 10 ATTACHMENT C DESCRIPTION OF SERVICES TO BE PROVIDED Assisted living facilities with limited mental health support for persons living in Monroe County. contract - heron peacock FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." contract - heron peacock FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200. My commission expires: NOTARY PUBLIC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS Contract with: Higher Love Mission Outreach CONTRACT SUMMARY Contract # Effective Date: 10/01/07 Expiration Date: 9 30 08 Contract Purpose/Description: provides funding for assistive services for disadvantaged residents of Monroe County Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) a Deadline: CONTRACT COSTS Total Dollar Value of Contract: $4,730.00 Current Year Portion: $4,730.00 Budgeted? Yes® No ❑ Account Codes: 001-03244-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $yr For: (Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out Date Needed Reviewer In Division Director Yes❑ No©� + bf) Risk Management � Yes❑ N O.M.B./Purchasing Yes❑ No County Attorney � Yes❑ Nod Comments: csrm� OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Higher Love Mission Outreach, hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of assistive services for disadvantaged residents, and WHEREAS, it is a legitimate public purpose to provide facilities and services for assistive services for disadvantaged residents in Monroe County, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for assistive services for disadvantaged persons living in Monroe County, Florida, shall pay to the PROVIDER the sum of FOUR THOUSAND, SEVEN HUNDRED, THIRTY, AND NO/100 ($4,730.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - Higher Love FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and carry out the duties of the Board in providing the services described in Attachment C, attached hereto and incorporated herein. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - Higher Love FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. iS. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - Higher Love FY08; page 3 patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - Higher Love FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - Higher Love FY08; page 5 For Board: David P. Owens, Grants Administrator and Public Service Building 5100 College Road Key West, FL 33040 For PROVIDER Deborah Maletic, Executive Director Higher Love Mission Outreach 1669 Overseas Highway, rear Marathon, FL 33050 Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Higher Love FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By. Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman HIGHER LOVE MISSION OUTREACH (Federal ID No. By President MONROE COUNTY ATTORNEY ROVED AS TOAR ; ""- x. CYNTHIA L. HALL ASSISTANT COUNTY ATTORNEY Date Contract - Higher Love FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Higher Love FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Higher Love FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X.XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X.XMAX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Higher Love FY08; page 10 ATTACHMENT C DESCRIPTION OF SERVICES TO BE PROVIDED Assistance with food, shelter, clothing, personal care items, laundry, showers, medical financial assistance, and similar services for disadvantaged persons in Monroe County. Contract -Higher Love FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Higher Love FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being swom by me, (name of individual signing) affixed his/her signature in the space provided above on this day of 200 NOTARY PUBLIC My commission expires: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS Contract with: Historic Florida Keys Foundation CONTRACT SUMMARY Contract # Effective Date:10/01/07 Expiration Date:09/30/08 Contract Purpose/Description: Provides funding for services which develop, coordinate, and promote historic preservation in Monroe County. Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) a Deadline: CONTRACT COSTS Total Dollar Value of Contract: $28,500.00 Current Year Portion: $28,500.00 Budgeted? Yes® No ❑ Account Codes: 001-01513-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $__Jyr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) Date In Division Director Risk Management '1` 1pt PJGc, O.M.B./Purchasing'52!3 o County Attorney CONTRACT REVIEW Changes Date Out Needed Revi er " Yes❑ No Q r% Yes❑ No Yes❑ N& Yes❑ Nog]a4'U-7R�- Comments: MaC& OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and The Historic Florida Keys Foundation, hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established to develop, coordinate, and promote historic preservation in Monroe County, Florida, and WHEREAS, it is a legitimate public purpose to provide facilities and services for the development, coordination, and promotion of historic preservation, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the development, coordination, and promotion of historic preservation in Monroe County, Florida, shall pay to the PROVIDER the sum of TWENTY-EIGHT THOUSAND, FIVE HUNDRED, AND NO/100 DOLLARS ($28,500.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. contract - Historic Florida Keys Fndn FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. contract - Historic Florida Keys Fndn FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC contract - Historic Florida Keys Fndn FY08; page 3 ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. contract - Historic Florida Keys Fndn FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: contract - Historic Florida Keys Fndn FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER George Born, Executive Director Historic Florida Keys Foundation 510 Greene Street Key West, Florida 33040 Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] contract - Historic Florida Keys Fndn FY08; page 6 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By. Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Historic Florida Keys Foundation, Inc. (Federal ID No. By President MONROE COUNTY ATTORNEY AP ROVED AS TO 0 wqp,e�• `!NTHIA L. HALL ASSESTA%T COUNTY ATTORNEY ln.t 7"'�- contract - Historic Florida Keys Fndn FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. contract - Historic Florida Keys Fndn FY08; page 8 A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. contract - Historic Florida Keys Fndn FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 200.1 by who is personally known to me. Notary Public Notary Stamp contract - Historic Florida Keys Fndn FY08; page 10 ATTACHMENT C Services to be provided: Development, coordination, and promotion of historic preservation in Monroe County. contract - Historic Florida Keys Fndn FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." contract - Historic Florida Keys Fndn FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the'contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200_ My commission expires: NOTARY PUBLIC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Hospice of the Florida Effective Date: 10/01/07 Keys Expiration Date:9 30 08 Contract Purpose/Description: provides funding for medical psychological, physical, and social needs of terminally ill persons and their families in Monroe County Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) enda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $154,206.00 Current Year Portion: $154,206.00 Budgeted? Yes® No ❑ Account Codes: 001-03202-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) Date In Division Director Risk Management P O.M.B./Purchasing County Attorney CONTRACT REVIEW Changes Needed Yes[:] No Yes❑ Nq'� Yes❑ NoE Yes❑ No�Z Comments:-L-th,Ls OMB Form Revised 9/11/95 MCP #2 Date Out fu A�d� AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and HOSPICE OF THE FLORIDA KEYS, INC., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of home health care, and WHEREAS, it is a legitimate public purpose to provide facilities and services related to home health care, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for home health care for persons living in Monroe County, Florida, shall pay to the PROVIDER the sum of ONE HUNDRED, FIFTY-FOUR THOUSAND, TWO HUNDRED, SIX, AND NO/100 DOLLARS ($154,206.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. contract - Hospice FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. contract - Hospice FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. IS. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse contract - Hospice FY08; page 3 patient records; 8) Title VIII of the Civil Rights relating to nondiscrimination in the sale, rental Disabilities Act of 1990 (42 USC s. 1201 Note), e nondiscrimination on the basis of disability; 10) Federal or state statutes which may apply to Agreement. AMENDMENTS, CHANGES, AND DISPUTES Act of 1968 (42 USC s. et seq.), as amended, or financing of housing; 9) The Americans with s maybe amended from time to time, relating to Any other nondiscrimination provisions in any the parties to, or the subject matter of, this 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. contract - Hospice FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: contract - Hospice FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Liz Kern, Chief Executive Officer Hospice of the Florida Keys, Inc. 1319 William St. Key West, FL 33040 305-294-8812 305-294-9348 FAX Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] contract - Hospice FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By. Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Hospice of the Florida Keys, Inc. (Federal ID No. ) By President MONROE COUNTY ATTORNEY PROV D_AS fTO �OR-: CYNTHIA L. HALL ASSISTANT COUNTY ATTORNEY Date. 9'7� ' o -.?- _ contract - Hospice FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. contract - Hospice FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. contract - Hospice FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X.XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp contract -Hospice FY08; page 10 ATTACHMENT C Services to be provided: Health -related services for patients and their families or significant others who are experiencing life -threatening illnesses. These include, but are not limited to, pain and symptom management, medical consultation, skilled nursing, personal care, counseling, rehabilitation, nutrition counseling, medical social work, and bereavement programs. contract - Hospice FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." contract - Hospice FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a. violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 My commission expires: NOTARY PUBLIC 2 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Key West HMA, Inc., d/b/a Effective Date:10/01/07 Lower Keys Medical Center Expiration Date:9 30 08 Contract Purpose/Description: Provides funding for Baker Act Treatment services. Contract Manager: David P. Owens 4482 OMB/Grants (Name) (Ext.) (Department) for BOCC meeting on nda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $190,000.00 Current Year Portion: $190,000.00 Budgeted? Yes® No ❑ Account Codes: 001-01528-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $____/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc. Date In Division Director Risk Management P1)(It O.M.B./Purchasing �►- �� CONTRACT REVIEW Chang( Neede Yes❑ No Yes❑ No Yes❑ No County Attorney Yes❑ No or Comments:Sfi��,c�;Y IV OMB Form Revised 9/11/95 MCP #2 Date Out AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Key West HMA, Inc., d/b/a Lower Keys Medical Center, hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a corporation established for the provision of Baker Act Treatment Services, and WHEREAS, it is a legitimate public purpose to provide facilities and services for Baker Act Treatment, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for Baker Act Treatment for persons living in Monroe County, Florida, shall pay to the PROVIDER the sum of ONE HUNDRED AND NINETY THOUSAND AND NO/100 ($190,000.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) a list of the organization's Board of Directors of which there must be five or more; (b) evidence of annual election of Officers and Directors; (c) an annual audited financial report ; (d) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (e) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (f) cooperation with County monitoring visits; (g) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (h) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and carry out the duties of the Board in providing Baker Act Treatment Services in the dePoo Building mental health treatment center to persons living in Monroe County, Florida. 11. ATTORNEYS FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. AD3UDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER: Nicki Will, Executive Director Key West HMA, Inc. 5900 College Road Key West, FL 33040 Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA M Mayor/Chairman LOWER KEYS MEDICAL CENTER (Federal ID No. By President MONROE COUNTY ATTORNEY PROVL'trE�p � T F M: CYNTHIA L. ALL ASSISTANT COUNTY ATTORNEY Date 0 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X X.X X.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of Rol NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200_ My commission expires: NOTARY PUBLIC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS Contract with: Keys Area Interdenominational Resources CONTRACT SUMMARY Contract # Effective Date: 10/01/07 Expiration Date: 9 30 08 Contract Purpose/Description: provides funding for assistive services for disadvantaged residents of Monroe County Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) nda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $4,730.00 Current Year Portion: $4,730.00 Budgeted? Yes® No ❑ Account Codes: 001-03243-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $r For: (Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out Date Needed viewer -� 9 Division Director In Yes[:]No�— (�)t vy) nn �� Risk ManagementQIW Yes❑ N Pl q(, / O.M.B./Purchasing � 00-7YesYes[:]No❑' 2( County Attorney < /a/017Yes❑ No®� Comments: OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Keys Area Interdenominational Resources, hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of assistive services for disadvantaged residents, and WHEREAS, it is a legitimate public purpose to provide facilities and services for assistive services for disadvantaged residents in Monroe County, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for assistive services for disadvantaged persons living in Monroe County, Florida, shall pay to the PROVIDER the sum of FOUR THOUSAND, SEVEN HUNDRED, THIRTY, AND NO/100 ($4,730.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - KAIR FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of.the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and carry out the duties of the Board in providing the services described in Attachment C, attached hereto and incorporated herein. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - KAIR FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. IS. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - KAIR FY08; page 3 patient records; 8) Title VIII of the Civil Rights relating to nondiscrimination in the sale, rental Disabilities Act of 1990 (42 USC s. 1201 Note), a nondiscrimination on the basis of disability; 10) Federal or state statutes which may apply to Agreement. AMENDMENTS, CHANGES, AND DISPUTES Act of 1968 (42 USC s. et seq.), as amended, )r financing of housing; 9) The Americans with s maybe amended from time to time, relating to Any other nondiscrimination provisions in any the parties to, or the subject matter of, this 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - KAIR FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - KAIR FY08; page 5 For Board: David P. Owens, Grants Administrator and Monroe County Attorney Public Service Building PO Box 1026 5100 College Road Key West, FL 33041 Key West, FL 33040 For PROVIDER Marjorie Roberts, Executive Director Keys Area Interdenominational Resources (KAIR) 3010 Overseas Highway Marathon, FL 33050 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - KAIR FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By. Mayor/Chairman KEYS INTERDENOMINATIONAL RESOURCES (Federal ID No. By President MONROE COUNTY ATTORNEY PROVED A?' T FOR CYNTHIA L. HALL ASSISTANT C UNTY ATTORNEY Date�- Contract - KAIR FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - KAIR FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - KAIR FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - KAIR FY08; page 10 ATTACHMENT C DESCRIPTION OF SERVICES TO BE PROVIDED Assistance with food, transportation, medical expenses, rent, utilities, case management, and similar services for disadvantaged persons in Monroe County. Contract - KAIR FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - KAIR FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of .20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 . My commission expires: NOTARY PUBLIC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Literacy Volunteers of Effective Date: 10/01/07 America - Monroe County, Inc. Expiration Date: 9 30 08 Contract Purpose/Description: provides funding for literacy training of citizens of Monroe County Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) ( Department) nda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $5,000.00 Current Year Portion: $5 000.00 Budgeted? Yes® No ❑ Account Codes: 001-03205-530340- - Grant: $0.00 - - - - County Match: ADDITIONAL COSTS Estimated Ongoing Costs: $----/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out DPal n Needed Director � Yes❑ No Revi werDivision �� 69 S Risk Manag entn"�1 Yes❑ No[]���"�� ^ O.M.B./Pur aXg Iti 2-07 Yes❑ NoEJ �7/-0/-07YesEl 04�0?- County Attorney No® l-� Comments: OMB Form Revised 9/11/95 MCP #2 IOCT 0 1 7.007 � AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Literacy Volunteers of America - Monroe County, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of literacy training, and WHEREAS, it is a legitimate public purpose to provide facilities and services related to literacy training, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for literacy training for persons living in Monroe County, Florida, shall pay to the PROVIDER the sum of FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. 5. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - Literacy Volunteers FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - Literacy Volunteers FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. IS. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - Literacy Volunteers FY08; page 3 patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - Literacy Volunteers FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - Literacy Volunteers FY08; page 5 For Board: David P. Owens, Grants Administrator and Monroe County Attorney 1100 Simonton Street PO Box 1026 Key West, FL 33040 Key West, FL 33041 For PROVIDER Literacy Volunteers of America - Monroe County, Inc. Mary Casanova, Executive Director 1400 United St, #404 Key West, FL 33040 305-294-4352 305-296-1337 FAX 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Literacy Volunteers FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By. Mayor/Chairman Literacy Volunteers of America - Monroe County (Federal ID No. ) By President MONROE COUNTY ATTORNEY PROVES AS( F C N THIq HALL ASSISTANT COUNTY ATTORNEY Date 4,_w�-�—� Contract - Literacy Volunteers FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Literacy Volunteers FY08; page 8 A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Literacy Volunteers FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of by who is personally known to me. Notary Public Notary Stamp 2001 Contract - Literacy Volunteers FY08; page 10 ATTACHMENT C Services to be provided: Literacy training in English for speakers of other languages and those with diminished reading or writing levels in Monroe County. Contract - Literacy Volunteers FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Literacy Volunteers FY08; page 12 SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 Contract - Literacy Volunteers FY08; page 13 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF COUNTY OF (Signature of Respondent) Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of NOTARY PUBLIC 200_. My commission expires: Contract - Literacy Volunteers FY08; page 14 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Marathon Wild Bird Effective Date:10/01/07 Rescue, Inc. Expiration Date:9 30 08 Contract Purpose/Description: provides funding for bird rescue programs Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) a Deadline: CONTRACT COSTS Total Dollar Value of Contract: $11,400.00 Current Year Portion: $11,400.00 Budgeted? Yes® No ❑ Account Codes: 001-01520-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc. CONTRACT REVIEW Changes Date In Division Director Needed Yes❑ NoO___ Risk Management Yes❑ NoQ/ &J B./Purchasing Yes[:] Nopf 9 �& a / County Attorney Yes❑ No© Date Out Revie Comments: :cs 4�vrr. G -{,,ter � b6 f�� OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and The Marathon Wild Bird Rescue, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of wild bird rescue programs, and WHEREAS, it is a legitimate public purpose to provide facilities and services for wild bird rescue programs, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing services for wild bird rescue programs in Monroe County, Florida, shall pay to the PROVIDER the sum of ELEVEN THOUSAND, FOUR HUNDRED, AND NO/100 DOLLARS ($11,400.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. Contract - Marathon Wild Bird Rescue FY08; page 1 RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C for the benefit of residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. Contract - Marathon Wild Bird Rescue FY08; page 2 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Contract - Marathon Wild Bird Rescue FY08; page 3 Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES Contract - Marathon Wild Bird Rescue FY08; page 4 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. G9NERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Monroe County Attorney PO Box 1026 Key West, FL 33041 Contract - Marathon Wild Bird Rescue FY08; page 5 Kelly Grinter, Executive Director Marathon Wild Bird Rescue, Inc. P.O. Box 501328 Marathon, Florida 33050 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Marathon Wild Bird Rescue FY08; page 6 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By. Mayor/Chairman Marathon Wild Bird Rescue, Inc. (Federal ID No By President MONROE COUNTY ATTORNEY PROVED AS TO FORM: aw4l.'a.'T CY TH IA L. HALL ASSISTANT COUNTY ATTORNEY Date... -i: 7�i,ao� Contract - Marathon Wild Bird Rescue FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Marathon Wild Bird Rescue FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Marathon Wild Bird Rescue FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X.XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X.XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Marathon Wild Bird Rescue FY08; page 10 ATTACHMENT C Services to be provided: Wild bird rescue services, including, but not limited to, rescue, rehabilitation, education, awareness, etc. in Monroe County. Contract - Marathon Wild Bird Rescue FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Marathon Wild Bird Rescue FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of ,20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of 200 NOTARY PUBLIC My commission expires: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Monroe Association for Effective Date: 10/01/07 Retarded Citizens, Inc. Expiration Date: 9 30 08 Contract Purpose/Description: provides funding for services for retarded citizens of Monroe County Contract Manager: David P. Owens (Name) BOCC meeting on 4482 OMB/Grants (Ext.) (Department) nda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $185,000.00 Current Year Portion: $185,000.00 Budgeted? Yes® No ❑ Account Codes: 001-03232-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc. CONTRACT REVIEW Changes Date Out Date In Needed evie ver Division Director Yes❑ No©�C,—R Risk Management Yes❑ NoE?/ O..MM .B./Purchasing Yes[:] Nozi County Attorney �G� Yes❑ NoM(U- Comments: i cs --�Oerr, , s k>wr ( s-ySrw-a;o(_ /'Zc OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and The Monroe Association for Retarded Citizens (MARC), Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of services for mentally retarded citizens, and WHEREAS, it is a legitimate public purpose to provide services for mentally retarded citizens, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing services for mentally retarded citizens living in Monroe County, Florida, shall pay to the PROVIDER the sum of ONE HUNDRED, EIGHTY-FIVE THOUSAND, AND NO/100 DOLLARS ($185,000.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - MARC FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - MARC FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - MARC FY08; page 3 patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - MARC FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - MARC FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Monroe Association for Retarded Citizens, Inc. Diana Flenard, Executive Director P.O. Box 428 Key West, FL 33041-0428 305-294-9526 305-292-0078 FAX Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - MARC FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK VA Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By. Mayor/Chairman Monroe Association for Retarded Citizens, Inc. (Federal ID No By President MONROE COUNTY ATTORNEY AP ROV D AS TO OR YNTHIA L. HA L ASSISTANT COUNTY ATTORNEY Date -A --,a Contract - MARC FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - MARC FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - MARC FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X.XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - MARC FY08; page 10 ATTACHMENT C Services to be provided: Services for mentally retarded residents, including, but not limited to, adult day training; life skills, vocational, and social skills training, and similar services. Contract - MARC FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - MARC FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 My commission expires: NOTARY PUBLIC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Monroe Council of the Arts Effective Date: 10/01 /07 Corporation, d/b/a Florida Keys Council of the Arts Expiration Date:09/30/08 Contract Purpose/Description: Provides funding for services which develop, coordinate, and promote the arts in Monroe County, Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext,) (Department) da Deadline: CONTRACT COSTS Total Dollar Value of Contract: $71,250,00 Current Year Portion: $71,250.00 Budgeted? Yes® No ❑ Account Codes: 001-01512-530340- - Grant: $0,00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: Not included in dollar value above e , maintenance, utilities, janitorial, salaries, etc, CONTRACT REVIEW Changes Date Out Date In Needed Revie er ' K Division Director Yes❑ NZ Risk Management b) Yes❑ Nov� OD OIM.B./Purchasing Yes❑ Noe County Attorney ` z�/02 Yes❑ Nor Q� �• � /a� j� Comments: h , c s a �m s cam, �c �� � uoi- env t VP 6 ' OMB Form Revised 9/11 /95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Monroe Council of the Arts Corporation, d/b/a Florida Keys Council of the Arts, hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established to develop, coordinate and promote the arts, and WHEREAS, it is a legitimate public purpose to provide facilities and services for the development, coordination, and promotion of the arts, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the development, coordination, and promotion of the arts in Monroe County, Florida, shall pay to the PROVIDER the sum of SEVENTY- ONE THOUSAND, TWO HUNDRED, FIFTY, AND NO/100 DOLLARS ($71,250.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - Monroe Arts Council FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - Monroe Arts Council FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC Contract - Monroe Arts Council FY08; page 3 ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - Monroe Arts Council FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - Monroe Arts Council FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER David Wharton, Executive Director Monroe Council of the Arts, Inc. 1100 Simonton Street Key West, Florida 33040 Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Monroe Arts Council FY08; page 6 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject mbtter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Monroe Council of the Arts, Inc. (Federal ID No By President MONROE COUNTY ATTORNEY APffROVED &S T . F M: CVNTHIA L. HALL ASSISTAN COUNTY ATTORNEY Date_�__��� o Contract - Monroe Arts Council FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. Contract - Monroe Arts Council FY08; page 8 A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Monroe Arts Council FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X.XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X'XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Monroe Arts Council FY08; page 10 ATTACHMENT C Services to be provided: Arts -related services, including, but not limited to, the development, coordination, and promotion of the arts. Contract - Monroe Arts Council FY08; page 11 w PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Monroe Arts Council FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 A Ai DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being swom by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 NOTARY PUBLIC My commission expires: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Monroe County Education Effective Date: 10/01/07 Foundation Expiration Date: 9 30 08 Contract Purpose/Description: provides funding for Monroe Youth Challenge programs - training of youth in violence prevention, cultural diversity, personal development skills, etc Contract Manager: David P. Owens (Name) for BOCC meeting on Total Dollar Value of Contract Budgeted? Yes® No ❑ Grant: $0.00 County Match: $ 4482 OMB/Grants (Ext.) (Department) nda Deadline: CONTRACT COSTS $23,651.00 Current Year Portion: $23,651.00 Account Codes: 001-03238-530340- - ADDITIONAL COSTS Estimated Ongoing Costs: $____/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date In Needed Division Director Yes[:] No©--- Risk Managementq:�20) Yes❑ Nd PJ4L O.M.B./PurchasingVP Yes❑ Noi County Attorney Yes❑ Not(] Comments: OMB Form Revised 9/11/95 MCP #2 Date Out A;0"o9 44i-b—) AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Monroe County Education Foundation, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of training of youth in violence prevention, cultural diversity, personal development skills, etc., and WHEREAS, it is a legitimate public purpose to provide facilities and services related to training of youth in violence prevention, cultural diversity, personal development skills, etc., now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for training of youth in violence prevention, cultural diversity, personal development skills, etc. for persons living in Monroe County, Florida, shall pay to the PROVIDER the sum of TWENTY-THREE THOUSAND, SIX HUNDRED, FIFTY-ONE, AND NO/100 DOLLARS ($23,651.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. Contract - Monroe County Educ Fndn FY08; page 1 RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Contract - Monroe County Educ Fndn FY08; page 2 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. Contract - Monroe County Educ Fndn FY08; page 3 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. T[ with the prior written approval of 1 provisions as the Board may deem any assignment and any assignee provided for therein, such approval upon the Board in addition to the PROVIDER. e PROVIDER shall not assign this agreement except in writing and he Board, which approval shall be subject to such conditions and necessary. This agreement shall be incorporated by reference into shall comply with all of the provisions herein. Unless expressly shall in no manner or event be deemed to impose any obligation total agreed upon reimbursement amount for the services of the 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 26. AUTHORITY. Each party represents and and performance of this Agreement have been duly action, as required by law. INDEMNITY ISSUES warrants to the other that the execution, delivery authorized by all necessary County and corporate 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. 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 Contract - Monroe County Educ Fndn FY08; page 4 functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Dan Kratish, President Monroe County Education Foundation P O Box 1788 Key West, FL 33040 305-296-3430 305-797-0190 305-294-4528 FAX Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Contract - Monroe County Educ Fndn FY08; page 5 The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA By Deputy Clerk Witness Witness By. Mayor/Chairman Monroe County Education Foundation (Federal ID No By President MONROE COUNTY ATTORNEY AP OVED AS TQ F R CIYNTHIA L. HALL ASSISTANT COUNTY ATTORNEY Date® q—R4-0 1- Contract - Monroe County Educ Fndn FY08; page 6 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Telephone Expenses Contract - Monroe County Educ Fndn FY08; page 7 A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Monroe County Educ Fndn FY08; page 8 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X.XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Monroe County Educ Fndn FY08; page 9 ATTACHMENT C Services to be provided: School- and community -based programs for youth in Monroe County, including, but not limited to, mentoring, violence and gang prevention, life skills, sensitivity training, community projects, group discussions, substance abuse education. Contract - Monroe County Educ Fndn FY08; page 10 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Monroe County Educ Fndn FY08; page 11 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of ,20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4: In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being swom by me, (name of individual signing) affixed his/her signature in the space provided above on this day of .200 NOTARY PUBLIC My commission expires: 2 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: PACE Center for Girls Effective Date: 10/01/07 Expiration Date: 9 30 08 Contract Purpose/Description: provides funding for educational services for at -risk adolescent girls and young women of Monroe County Contract Manager: David P. Owens (Name) for BOCC meeting on Total Dollar Value of Contract Budgeted? Yes® No ❑ Grant: $0.00 County Match: $ 4482 OMB/Grants (Ext.) (Department) enda Deadline: CONTRACT COSTS $85,144.00 Current Year Portion: $85,144.00 Account Codes: 001-03237-530340- - ADDITIONAL COSTS Estimated Ongoing Costs: $/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Division Director Date In Needed Yes[] No©— Re ewer a Risk Management Yes[:] Ndz P111- O.M.B./Purchasing �- Yes❑ NOD/-p _ County Attorney �/ Yes❑ No© %4A"11'F- Comments: z1h,�- ��rmjs�r'F%•�—t��c l�r.-�fi�' ��"� OMB Form Revised 9/11/95 MCP #2 Date Out /d r Q9 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and PACE Center for Girls, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of education, counseling, training, and advocacy for at -risk young women, and WHEREAS, it is a legitimate public purpose to provide facilities and services for education, counseling, training, and advocacy for at -risk young women, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for education, counseling, training, and advocacy for at -risk young women in Monroe County, Florida, shall pay to the PROVIDER the sum of EIGHTY-FIVE THOUSAND, ONE HUNDRED, FORTY-FOUR AND NO/100 DOLLARS ($85,144.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - PACE FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. 8. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - PACE FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - PACE FY08; page 3 patient records; 8) Title VIII of the Civil Rights relating to nondiscrimination in the sale, rental Disabilities Act of 1990 (42 USC s. 1201 Note), e nondiscrimination on the basis of disability; 10) Federal or state statutes which may apply to Agreement. AMENDMENTS, CHANGES, AND DISPUTES Act of 1968 (42 USC s. et seq.), as amended, or financing of housing; 9) The Americans with s maybe amended from time to time, relating to Any other nondiscrimination provisions in any the parties to, or the subject matter of, this 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - PACE FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - PACE FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Diana C. Reagan, Executive Director PACE Center for Girls of Monroe County, Inc. 3130 Flagler Ave Key West, FL 33040 305-293-1593 305-293-1597 FAX Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - PACE FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman PACE Center for Girls, Inc. (Federal ID No By President MONROE COUNTY ATTORNEY AP ROVED AS TO F R : YNTHIA L. HALL ASSISTANT OUNTY ATTORNEY Date ,'Z'"2- — o Contract - PACE FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - PACE FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - PACE FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - PACE FY08; page 10 ATTACHMENT C Services to be provided: Educational services, including, but not limited to, classroom instruction, career training, group and family counseling, transitional services, referral, community service, and case management for at -risk girls ages twelve through eighteen in Monroe County. Contract - PACE FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - PACE FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 1 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2 Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any, violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 NOTARY PUBLIC My commission expires: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Rural Health Network Effective Date: 10/1/07 Expiration Date: 9/30/08 Contract Purpose/Description: Approval of contract with Rural Health Network to provide primary care medical services and oral health care services in Monroe County. Contract Manager: David P. Owens (Name) I for BOCC meeting on 10/17/07 4482 OMB/Grants Mgt. (Ext.) ( Department) Agenda Deadline: 10/02/07 CONTRACT COSTS Total Dollar Value of Contract: $412,953.00 Current Year Portion: $412,953.00 Budgeted? Yes X No Account Codes: 001-03240-530340: 70,953.00 Grant: $0.00 001-01518-530340: 342,000.00 County Match: $0.00 ADDITIONAL COSTS Estimated Ongoing Costs: $0.00 For: (Not included in dollar value above) (eg. Maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date In Needed Division Director Yes❑ N00--- rr, Risk Management V� Yes❑ Nov, PJ& O.M.B./Purchasing d7 Yes❑ NoE3/ County Attorney Yes❑ No® Date Out evitEWr Ja Comments:��5 �t�✓rrl is Q����� ,b��� /ioB{. l OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and RURAL HEALTH NETWORK OF MONROE COUNTY, FLORIDA, INC., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of health -related services to the disadvantaged citizens of Monroe County, and WHEREAS, it is a legitimate public purpose to provide facilities and services related to health -related services to the disadvantaged citizens of Monroe County, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for outreach and enrollment activities for the Florida Kid Care Program and medical and dental services to the disadvantaged citizens of Monroe County, Florida, shall pay to the PROVIDER the sum of FOUR HUNDRED, TWELVE THOUSAND, NINE HUNDRED, FIFTY-THREE, AND NO/100 DOLLARS ($412,953.00) for fiscal year 2007-2008, payable as follows: a) the sum of THREE HUNDRED FORTY-TWO THOUSAND AND NO/100 DOLLARS ($342,000.00) for primary care medical services to the disadvantaged citizens of Monroe County. b) the sum of SEVENTY THOUSAND, NINE -HUNDRED, FIFTY-THREE, AND NO/100 DOLLARS ($70,953.00), as recommended by the Human Services Advisory Board, for oral health care services for disadvantaged persons living in Monroe County. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. Contract - Rural Health Network FY08; page 1 S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award Contract - Rural Health Network FY08; page 2 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. 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office Contract - Rural Health Network FY08; page 3 and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. Contract - Rural Health Network FY08; page 4 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Contract - Rural Health Network FY08; page 5 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Daniel Smith, Executive Director Rural Health Network of Monroe County Post Office Box 500370 Key West, FL 33050-0370 Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Rural Health Network FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Deputy Clerk Mayor/Chairman Rural Health Network Of Monroe County, Inc. (Federal ID No. ) Witness By Witness President MONROE COUNTY ATTORNEY ROVEgA, O CYNTHIA L. HALL ASSISTANT COUNTY ATTORNEY Date. 9 ��"6 -;�— Contract - Rural Health Network FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Rural Health Network FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Rural Health Network FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of _ to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X.XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Rural Health Network FY08; page 10 ATTACHMENT C Services to be provided: Oral health care, primary medical care, and related services for disadvantaged persons living in Monroe County. Contract - Rural Health Network FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Rural Health Network FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 NOTARY PUBLIC My commission expires: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Samuel's House, Inc. Effective Date: 10/01/07 Expiration Date: 9/30/08 Contract Purpose/Description: provide funds for housing for women and children Contract Manager: David P. Owens 4482 OMB/Grants Mgt. (Name) (Ext.) (Department) for BOCC meeting on 10/17/07 enda Deadline: 10/02/07 CONTRACT COSTS Total Dollar Value of Contract: $104,065.00 Current Year Portion: $104,065.00 Budgeted? Yes X No Account Codes: 001-03214-530340 Grant: $ 0 County Match: $0 ADDITIONAL COSTS Estimated Ongoing Costs: $ For: Staff support -filing reports, oversight (Not included in dollar value above) (eg. Maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Division Director Date In Needed Yes❑ No©� �TI Risk Management V� Yes❑ No/ PJCc_. O.M.B./Purchasing q- -0 Yes❑ Nog/ County Attorney /o� /aYes❑ No® Comments: cs FUG en i OMB Form Revised 9/11/95 MCP #2 Date Out V/0 � �a3o AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Samuel's House, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of women and children's housing and support, and WHEREAS, it is a legitimate public purpose to provide facilities and services for women and children's housing and support, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for women and children's housing and support in Monroe County, Florida, shall pay to the PROVIDER the sum of ONE HUNDRED, FOUR THOUSAND, SIXTY-FIVE, AND NO/100 DOLLARS ($104,065.00) for fiscal year 2007-2008. 2. TERM This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. 5. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - Samuels House FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. 8. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - Samuels House FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - Samuels House FY08; page 3 patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - Samuels House FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - Samuels House FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Elmira Leto, Executive Director Samuel's House 1614 Truesdell Court Key West, FL 33040 305-296-0240 305-296-3921 FAX Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Samuels House FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By. Mayor/Chairman Samuel's House, Inc. (Federal ID No. By President . ;)UNTY ATTORNEY D AJS TO FORM ''` CIA L.-ALL :)UNTY ATTORNEY Contract - Samuels House FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Samuels House FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Samuels House FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 200.1 by who is personally known to me. Notary Public Notary Stamp Contract - Samuels House FY08; page 10 ATTACHMENT C Services to be provided: Shelter -related services, including, but not limited to, food, hygiene, referral, case management, life skills training, employment assistance, and living space, for homeless women and women with children in Monroe County. Contract - Samuels House FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Samuels House FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of ,20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 NOTARY PUBLIC My commission expires: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Upper Keys Community Pool, Inc. Effective Date:10/01/07 Expiration Date:9 30 08 Contract Purpose/Description: provides funding for pool operation Contract Manager: David P. Owens 4482 OMB/Grants (Name) (Ext.) (Department) for BOCC meeting on 10/17/07 Agenda Deadline: Total Dollar Value of Contract: $225,000.00 Current Year Portion: $225,000.00 Budgeted? Yes® No ❑ Account Codes: 09 530340- - Grant: $0.00- County Match: ADDITIONAL COSTS Estimated Ongoing Costs: $____Jyr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out � ❑ t Needed � evie e% � j Division Director d7 YesNob Risk Mana em t 10-::_"01 Yes❑ NoV��� O.M.B./Purc9asing 10 2 U % Yes❑ No2"' 04 ' County Attorney qTlal� Yes❑ No® Comments: OMB Form Revised 9/11/95 MCP #2 CFI C OCT 0 L2007 AMENDMENT TO AGREEMENT THIS ADDENDUM to agreement is made and entered into this day of 2007, between Monroe County (hereafter "County") and Upper Keys Community Pool, Inc., d/b/a Jacobs Aquatic Center of Key Largo (hereafter UKCP). WHEREAS, on December 14, 2000, the parties entered into a twenty-year lease, commencing on the date of the agreement, of a parcel of land at the Key Largo Community Park; and WHEREAS, said lease obligated UKCP to provide for construction of a swimming pool and related facilities; and WHEREAS, said lease required UKCP, upon obtaining a certificate of occupancy for the pool and related facilities, to continuously maintain the pool and its water quality as well as operate the pool and related facilities in accordance with all laws and regulations applicable to such facilities and operations; and WHEREAS, said lease set forth numerous requirements which included maintenance, repairs, daily hours open to the general public, presence of trained lifeguards, and a percentage of revenues to be set aside for pool operations, upkeep, maintenance and repairs; and WHEREAS, said lease provided that the County may, but is not obligated to, appropriate revenue from any lawfully available source for construction, repair, maintenance and operations; and WHEREAS, County has provided funding for capital costs and utilities via separate contracts dated March 22, 2001, July 17, 2002, February 19, 2003, December 17, 2003, and March 17, 2004; and WHEREAS, County has provided funding for operations via lease amendments dated April 20, 2005, October 19, 2005, and October 18, 2006; and WHEREAS, UKCP has provided and operated the pool, but requires funding for operations; and WHEREAS, County has deemed it in the best interests of the residents and general public to provide additional monies for operations, maintenance and all other obligations imposed upon UKCP by the lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, and October 18, 2006; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. The lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, and October 18, 2006 is hereby amended as follows: A. A new paragraph, Paragraph 15A, shall be added to read: 15. Commencing October 1, 2007, and ending September 30, 2008, County shall pay UKCP an amount not to exceed $225,000, payable up to $18,750 per month, upon submission to the County Clerk of an invoice with supporting documentation acceptable to the Clerk to document the performance of the agreement and expenses as incurred. Payment shall be made on a reimbursement basis except for those items which UKCP specifically identifies and requests in writing be paid by the Direct Vendor method. 2. The remaining provisions of the lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, and October 18, 2006 shall remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK a Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Mayor/Chairman Upper Keys Community Pool, Inc. (Federal ID No. 2 President MONROE COUNTY ATTORNEY A ROVED AS,T/O F RMA YNTHIA L. HALL ASSISTANT COUNTY ATTORNEY Date 4 - 'Z� ` 0+ ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of , 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 Current Contract with Upper Keys Community Pool, with Previous Amendments AMENDMENT TO AGREEMENT THIS ADDENDUM to agreement is made and entered into this day of 2006, between Monroe County (hereafter "County") and Upper Keys Community Pool, Inc., d/b/a Jacobs Aquatic Center of Key Largo (hereafter UKCP). I WHEREAS, on December 14, 2000, the parties entered into a twenty-year lease, commencing on the date of the agreement, of a parcel of land at the Key Largo Community Park; and WHEREAS, said lease obligated UKCP to provide for construction of a swimming pool and related facilities; and WHEREAS, said lease required UKCP, upon obtaining a certificate of occupancy for the pool and related facilities, to continuously maintain the pool and its water quality as well as operate the pool and related facilities in accordance with all laws and regulations applicable to such facilities and operations; and WHEREAS, said lease set forth numerous requirements which included maintenance, repairs, daily hours open to the general public, presence of trained lifeguards, and a percentage of revenues to be set aside for pool operations, upkeep, maintenance and repairs; and WHEREAS, said lease provided that the County may, but is not obligated to, appropriate revenue from any lawfully available source for construction, repair, maintenance and operations; and WHEREAS, County has provided funding for capital costs and utilities via separate contracts dated March 22, 2001, July 17, 2002, February 19, 2003, December 17, 2003, and March 17, 2004; and WHEREAS, County has provided funding for operations via lease amendments dated April 20, 2005 and October 19, 2005; and WHEREAS, UKCP has provided and operated the pool, but requires funding for operations; and WHEREAS, County has deemed it in the best interests of the residents and general public to provide additional monies for operations, maintenance and all other obligations imposed upon UKCP by the lease dated December 14, 2000, as amended April 20, 2005 and October 19, 2005; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. The lease dated December 14, 2000, as amended April 20, 2005 and October 19, 2005, is hereby amended as follows: A. A new paragraph, Paragraph 15A, shall be added to read: 15. Commencing October 1, 2006, and ending September 30, 2007, County shall pay UKCP an amount not to exceed $225,000, payable up to $18,750 per month, upon submission to the County Clerk of an invoice with supporting documentation acceptable to the Clerk to document the performance of the agreement and expenses as incurred. Payment shall be made on a reimbursement basis except for those items which UKCP specifically identifies and requests in writing be paid by the Direct Vendor method. 2. The remaining provisions of the lease dated December 14, 2000, as amended April 20, 2005 and October 19, 2005, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Upper Keys Community Pool, Inc. (Federal ID No. ) By President MONROE COUNTY ATT NEY ARPROVEID AS TO M. 1 4�/X =l NATILEENE W CASSEL ASSISj ' j)' fTYATTORNEY Date r ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. W. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement is: breakfast at $3.00, lunch at $6.00, and dinner at $12.00. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement is calculated at .29 cents per mile for personal auto mileage while on County business. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X.XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X.XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." AMENDMENT TO AGREEMENT (Plec t,n. et, J me-&4 THIS ADDENDUM to agreement is made and entered into this day of 2005, between Monroe County (hereafter "County") and Upper Keys Community Pool, Inc., d/b/a Jacobs Aquatic Center of Key Largo (hereafter UKCP). WHEREAS, on December 14, 2000, the parties entered into a twenty-year lease, commencing on the date of the agreement, of a parcel of land at the Key Largo Community Park; and WHEREAS, said lease obligated UKCP to provide for construction of a swimming pool and related facilities; and WHEREAS, said lease required UKCP, upon obtaining a certificate of occupancy for the pool and related facilities, to continuously maintain the pool and its water quality as well as operate the pool and related facilities in accordance with all laws and regulations applicable to such facilities and operations; and WHEREAS, said lease set forth numerous requirements which included maintenance, repairs, daily hours open to the general public, presence of trained lifeguards, and a percentage of revenues to be set aside for pool operations, upkeep, maintenance and repairs; and WHEREAS, said lease provided that the County may, but is not obligated to, appropriate revenue from any lawfully available source for construction, repair, maintenance and operations; and WHEREAS, County has provided funding for capital costs and utilities via separate contracts dated March 22, 2001, July 17, 2002, February 19, 2003, December 17, 2003, and March 17, 2004; and WHEREAS, County has provided funding for operations via a lease amendment dated April 20, 2005; and _ WHEREAS, UKCP has provided and operated the pool, but requires funding for operations; and WHEREAS, County has deemed it in the best interests of the residents and general public to provide additional monies for operations, maintenance and all other obligations imposed upon UKCP by the lease dated December 14, 2000, as amended April 20, 2005; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. The lease dated December 14, 2000, as amended April 20, 2005, is hereby amended as follows: A. A new paragraph, Paragraph 15A, shall be added to read: 15. Commencing October 1, 2005, and ending September 30, 2006, County shall pay UKCP an amount not to exceed $225,000, payable up to $18,750 per month, upon submission to the County Clerk of an invoice with supporting documentation acceptable to the Clerk to document the performance of the agreement and expenses as incurred. Payment shall be made on a reimbursement basis except for those items which UKCP specifically identifies and requests in writing be paid by the Direct Vendor method. 2. The remaining provisions of the lease dated December 14, 2000, as amended April 20, 2005, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK 0 Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA a Mayor/Chairman Upper Keys Community Pool, Inc. (Federal ID No. ) 10 A President COMMUNITY SWIMMING POOL LEASE AGREEMENT th This Agreement is made and entered into on this the /y of Ce , 2000, by MONROE COUNTY, a political subdivision of the State of Florida, whose address is 5100 College Road, Stock Island, Key West, FL 33040, hereafter County, and the UPPER KEYS COMMUNITY POOL, INC., a not -for -profit corporation, whose address is 89 North Bay Harbor Drive, Key Largo, FL 33037, hereafter UKCP. WHEREAS, UKCP has received a generous donation for the construction and operation of a community swimming pool and related facilities at the Key Largo Community Park, hereafter KLCP; and WHEREAS, the County is desirous of leasing a portion of the KLCP for use as a community swimming pool and related facilities; now, therefore IN CONSIDERATION of the following mutual promises and covenants, the parties agree as follows: 1. The County hereby leases to UKCP a parcel of land located at KLCP depicted on Exhibit A (hereafter, the premises). Exhibit A is attached to, and incorporated in, this lease. The rental payment is $10.00 per year due on the anniversary date of this lease. 2. The term of this lease is 20 years commencing on the date first written above. 3 Upon the termination of this lease, either pursuant to this paragraph or as provi9d �Wse&rOn -Vn.'C O r- rn this lease, UKCP must peacefully surrender and abandon the premises to the Cou?R�c o oc-.,r-- I -n co 3. a) Within 36 months from the date first written above, UKCP nZisX�aussee tm%e constructed upon the premises the swimming pool and related facilities as gene;alljEdeJMtecn r- C, 1- rn CA O Exhibit S. UKCP may utilize the services of such architects, engineers, contractors and4SLpp&rs whom UKCP determines to be most suitable. The final location and design of the swimming pool and related facilities are subject to the approval of the County Engineer, but such approval is not intended to waive the responsibility and duty of the architect(s) and engineer(s) employed by UKCP to furnish a professionally engineered and designed high quality work product. b) During the process of construction of the swimming pool and related facilities, and thereafter, UKCP must not allow, suffer or permit any lien or encumbrance, however denominated, to be filed against the premises or any part or portion of the swimming pool or related facilities. If such a lien or encumbrance is filed, then UKCP shall immediately cause the cancellation and removal of such lien or encumbrance. Further, during the process of constructing the swimming pool and related facilities and until (a) the certificate of occupancy is issued, (b) requests for final payment have been received from all contractors in privity with UKCP showing that all their subcontractors and materialmen have been paid, and (c) a certificate of satisfaction and final payment has been received from each contractor in privity with UKCP, UKCP must keep in full force and effect construction and performance bonds in the amount of the final construction price. c) When a certificate of occupancy is issued for the swimming pool and related facilities, then title to, and ownership of, those improvements automatically vests in the County. 4. Notwithstanding subparagraph 3(c), once a certificate of occupancy has been issued for the swimming pool and related facilities, UKCP must thereafter continuously maintain the pool, and its water quality, in accordance with all applicable state laws and administrative regulations. The UKCP must also operate the pool and related facilities in accordance with all applicable state laws and administrative regulations. All permits (state or local government) necessary for the operation of the pool shall be applied for by, and shall be in the name of, UKCP. If a fine or penalty is imposed by any state or local government agency having jurisdiction over public swimming pools due to the failure of UKCP to keep and maintain the pool in conformity with state law or administrative rules, then UKCP shall be solely responsible for the payment of that fine or penalty. UKCP shall also be responsible for all other upkeep, maintenance and repairs of the premises, the pool and the pool -related facilities, including but not limited to, structural and mechanical repairs. S. a) Once the swimming pool and related facilities are complete and a certificate of occupancy issued, then UKCP must keep open the pool and facilities daily for use by the general public with trained life guard(s) on duty at all times that the pool is open. UKCP may also 2 conduct, instructional and recreational programs, but when such programs are not being conducted, the pool and facilities must be open to the general public. UKCP is authorized to charge admission fees to members of the general public desiring to use the pool and facilities and to charge fees for all instructional or recreational programs; provided, however, that fees be charged for admittance or for any instructional or recreational program, must not be differentiated based on any of the criteria set forth in (b)(1) below, nor on membership in any organization. b) In making the swimming pool and related facilities available to the general public and for instructional and recreational programs, UKCP must: 1) Not cause, suffer or permit any individual to be discriminated against on the basis of race, religion, national origin, gender, or sexual orientation; 2) Not cause, , suffer or permit any individual to be discriminated against in violation of the Americans With Disabilities Act (42 USCA 12101, et seq.). c) All revenues generated at premises, less a reasonable reserve for administrative overhead (not to exceed 5% of gross revenues), must be deposited by UKCP in a separate dedicated pool account for the operation, upkeep, maintenance and repairs of the premises, swimming pool and related facilities. d) All UKCP financial records pertaining to the premises, the swimming pool and related facilities must be kept according to generally accepted accounting principles and made available to auditors employed by the County or the state during regular business hours (Monday through Friday, 8:30 AM to 5 PM, holidays excepted). UKCP also acknowledges that all records pertaining to the premises, swimming pool and related facilities are public records under Chapter 119, F.S., and must be made available for examination and copying by any member of the public who so requests, in accordance with the provisions of Chapter 119, F.S. e) The Board of County Commissioners (BOCC) may, but is not obligated to, appropriate revenue from any lawfully available source for the construction, upkeep, maintenance, repair or operation of the swimming pool and related facilities, when so requested by UKCP. 3 6. UKCP acknowledges that the premises were purchased with funds received from the Florida Communities Trust (FCT). As a result, use of the premises is subject to the provisions of the restrictive covenants attached as Exhibit C. Exhibit C is attached to, and incorporated into, this lease. Should the FCT determine that any portion of the lease is in conflict with any term or condition of Exhibit C, or is in conflict with any relevant provision of federal or state law or administrative rule, then that determination will supersede any contrary provision of this lease to the extent of the conflict. 7. a) Before opening the swimming pool and related facilities to the public, UKCP must obtain the insurance as set forth in Exhibit D. Exhibit D is attached and made a part of this lease. b) UKCP must keep in full force and effect the insurance described in Exhibit D during the term of this lease. If the insurance policies originally purchased which meet the requirements of Exhibit D are canceled, terminated or reduced in coverage, then UKCP must immediately substitute complying policies so that no gap in coverage occurs. c) The insurance required of UKCP in this paragraph is for the protection of the County, its property and employees, and the general public. The insurance requirement is not, however, for the protection of any specific member of the general public who might be injured because of an act or omission of UKCP, its employees, agents or contractors. The insurance requirements of this paragraph are not intended to make any specific injured member of the general public a third party beneficiary under this lease. No failure by the County to enforce this paragraph shall constitute a breach of any duty or obligation owed to any specific member of the general public, nor shall it subject the County to liability to a specific member of the general public or his/her dependents, estate or heirs. 8. UKCP is liable for and must fully defend, release, discharge, indemnify and hold harmless the County, the members of the County Commission, County officers and employees, and County agents and contractors, from and against any and all claims, demands, causes of action, losses, costs and expenses of whatever type including without limitation investigation and witness costs and attorneys' fees and costs, that arise out of or are attributable to UKCP's actions 0 and operation undertaken pursuant to this lease; excluding, however, any claims, demands, damages, liabilities, actions, causes of action, losses, costs and expenses that are solely the result of negligence of the County. UKCP's purchase of the insurance required in paragraph 7 and Exhibit D does not release or vitiate its obligations under this paragraph. 9. a) Subject to subparagraph 9(b), UKCP may contractually provide for the performance of specific duties and obligations under this lease by persons who, in UKCP's judgment, are professionally qualified to perform such duties or obligations. No such contract will operate to waive or relieve UKCP from those duties and obligations, nor shall any consequent liability for the failure to perform any of those duties and obligations be deemed waived, absent a written waiver approved by the BOCC. b) UKCP may subcontract with a not -for -profit entity for the operation of the swimming pool and related facilities. Any such contract is subject to the approval of the BOCC and the FCT, which may impose such conditions as it or they deem necessary to serve the public or to protect the rights of FCT bondholders. At a minimum the contract must contain provisions similar to the ones in this lease regarding: 1. restrictions on the use of revenue generated at the premises; 2. the prohibition of differential fees based on membership; 3. presence of lifeguards; 4. nondiscrimination; 5. assurances that the pool and facilities will be kept open and available to the general public when not in use by instructional or recreational programs; 6. audits and record keeping; 7. insurance. Any operational contract entered into by UKCP will not operate to waive or relieve UKCP from its duties and obligations, nor from any consequent liability for failure to perform operational duties satisfactorily, absent a written waiver approved by UKCP and the BOCC. 10. a) The County may terminate this lease for cause if UKCP fails to comply with its obligations under this lease. Before the County may terminate this lease, it must give UKCP written notice of the default stating that, if the default is not cured within 15 days from the date of the notice, then the County will terminate this lease. Termination under this subparagraph 5 does not relieve UKCP from whatever damages the County may have suffered because of UKCP's default. b) The County may terminate this lease without cause if, after the date first written above, the BOCC determines that the economics of the construction of the pool and related facilities, or the on -going operation and maintenance, would require an annual expenditure of tax revenue or an annual expenditure of tax revenue in an amount the BOCC determines is imprudent. If this lease is terminated under this subparagraph, then neither party will have further obligation, duty or liability with respect to the other. c) Notwithstanding anything to the contrary in subparagraph 10(a), the County Administrator may order the swimming pool and related facilities closed immediately if he determines that a condition has arisen, whether caused by UKCP's failure to perform or by an external event beyond UKCP's control, that threatens the health or safety of the public. The County Administrator may order the swimming pool and related facilities closed until such time as the condition is corrected. 11. This lease is governed by the laws of the State of Florida. Venue for any litigation arising under this Agreement must be in Monroe County, Florida. In the event of any litigation, the prevailing party is entitled to recover its reasonable fair market value attorney fees and costs. 12. This lease has been carefully reviewed by UKCP and the County after input from both parties. Therefore, this Agreement is not to be construed against any party on the basis of authorship. 13. Notices as provided for in this Agreement, unless otherwise specified, must be sent by certified mail as follows: TO COUNTY County Administrator Public Service Building 5100 College Road Key West, FL 33040 TO UKCP Tim Bricker 89 North Bay Harbor Drive Key Largo, FL 33037 14. This lease is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This lease cannot be modified or replaced except by another written and signed agreement. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly Deputy Clerk BOARD OF COUNTY COMMISSIONERS OF ONROE COUNTY, FLORIDA V Ma /Chairman (SEAL) f UPPER KEYS COMMUNITY POOL, INC. ATTEST: By By sue. Title Title jdleaseUKCP A APPRPVED AS TO FORM ROBERT N. FED DATE 7 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Wesley House Family Effective Date: 10/01/07 Services, Inc. Expiration Date: 9 30 08 Contract Purpose/Description: provides funding for child care -related services and family - related services for children of Monroe County Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) nda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $160,828.00 Current Year Portion: $160,828.00 Budgeted? Yes® No ❑ Account Codes: 001-03236-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $_Jyr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out Date In Needed Revie er• Division Director Yes❑ No Risk Management qA1 10 Yes❑ No�/ Pjlti - �� ��-- O.M.B./Purchasing Yes❑ No[:] County Attorney Yes❑ No® qlagslog Comments: J1%1'C5 42em %s OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Wesley House Family Services, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of child care services, and WHEREAS, it is a legitimate public purpose to provide facilities and services for child care, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for child care for citizens of Monroe County, Florida, shall pay to the PROVIDER the sum of ONE -HUNDRED SIXTY THOUSAND, EIGHT -HUNDRED, TWENTY-EIGHT, AND NO/100 DOLLARS ($160,828.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. Contract - Wesley House FY08; page 1 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Contract - Wesley House FY08; page 2 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. IS. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse Contract - Wesley House FY08; page 3 patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Contract - Wesley House FY08; page 4 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: Contract - Wesley House FY08; page 5 For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Doug Blomberg, Executive Director Wesley House Family Services, Inc. 1304 Truman Avenue Key West, FL 33040 305-292-7150 305-292-7156 FAX Monroe County Attorney PO Box 1026 Key West, FL 33041 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Wesley House FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA QI Mayor/Chairman Wesley House Family Services, Inc. (Federal ID No. By President MONROE COUNTY ATTORNEY AAP ROVEDD Q� YNTHIA L. HALL ASSISTANT COUNTY ATTORNEY Contract - Wesley House FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Wesley House FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Wesley House FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Wesley House FY08; page 10 ATTACHMENT C Services to be provided: Child -related services, including, but not limited to, child care subsidies, home visitation and family support training, parenting education, foster and adoptive services, abuse prevention, medical financial assistance, mental health services, case management, information and referral, voluntary pre -kindergarten, community -based care (parenting education, independent living skills, support for dependent families, and medical/dental care for children in out -of -home care), and Healthy Families Monroe (in -home child abuse prevention and health, safety, and security equipment for babies), for residents of Monroe County. Contract - Wesley House FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Wesley House FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200_. My commission expires: NOTARY PUBLIC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Womankind, Inc. Effective Date: 10/01/07 Expiration Date: 9 30 08 Contract Purpose/Description: provides funding for women's health care services Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) nda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $89,874.00 Current Year Portion: $89,874.00 Budgeted? Yes® No ❑ Account Codes: 001- 03215-530340- - Grant: $0.00 - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $____/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out Date In Needed�:�d ve�� /Ci / Q� Division Director Yes[:] No Risk Management Yes❑ No 89,)L A .B./Purchasing '7=fib -0� Yes[--] No[� /v County Attorney g%�" 0 Yes❑ No[J 9:2.vva V—D Comments: Lti� , s OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and Womankind, Inc., hereinafter referred to as "PROVIDER." WHEREAS, the PROVIDER is a not -for -profit corporation established for the provision of women's health care, and WHEREAS, it is a legitimate public purpose to provide facilities and services related to women's health care, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing and carrying out the duties of the Board as to providing facilities and services for women's health care for persons living in Monroe County, Florida, shall pay to the PROVIDER the sum of EIGHTY-NINE THOUSAND, EIGHT HUNDRED, SEVENTY-FOUR, AND NO/100 DOLLARS ($89,874.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. Contract - Womankind FY08; page 1 RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h) semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. Contract - Womankind FY08; page 2 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. IS. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Contract - Womankind FY08; page 3 Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. 26. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES Contract - Womankind FY08; page 4 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 Monroe County Attorney PO Box 1026 Key West, FL 33041 Contract - Womankind FY08; page 5 For PROVIDER Vicki Weeks, Executive Director Womankind, Inc. 3142 Northside Dr., Suite 101 Key West, FL 33040 305-294-4004 305-294-6043 FAX 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - Womankind FY08; page 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Womankind, Inc. (Federal ID No By President MONROE COUNTY ATTORNEY AP ROVED A � O OR YNTHIA L.�HALL ASSISTANT- COUNTY ATTORNEY Date�- Contract - Womankind FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - Womankind FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - Womankind FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - Womankind FY08; page 10 ATTACHMENT C Services to be provided: Medical services, including, but not limited to, medication, lab work, physician -provided care, mental health counseling, outreach, and nursing care for low income female citizens in Monroe County. Contract - Womankind FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - Womankind FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200_. My commission expires: NOTARY PUBLIC MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: YMCA of Greater Miami, Effective Date:10/01/07 Inc. Expiration Date:9 30 08 Contract Purpose/Description: Provides funding for youth programs, such as after -school care, summer camp, sports and tennis at Key Largo Community Park Contract Manager: David P. Owens (Name) for BOCC meeting on 4482 OMB/Grants (Ext.) (Department) nda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $14,250.00 Current Year Portion: $14,250.00 Budgeted? Yes® No ❑ Account Codes: 001-01517-530340- - Grant: $0.00 - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $____/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc. CONTRACT REVIEW Changes Date In Needed Division Director �1 Yes❑ No©'---�- Risk Management( 1 Yes❑ N�&/- P--11k O.M.B./Purchasing�► -��'�� Yes❑ NoF n_ County Attorney 7 ILIO Yes[] No® _ Date Out evie er. /Q lx Q'x- 6) 011900- Comments: �fi');C=gym OMB Form Revised 9/11/95 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2007, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as "Board" or "County," and YMCA OF GREATER MIAMI, INC., hereinafter referred to as "Provider." WHEREAS, the Provider is a not -for -profit corporation that provides youth programs, and WHEREAS, it is a legitimate public purpose to provide youth programs, such as after - school care, summer camp, sports and tennis at the Key Largo Community Park, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially and satisfactorily performing services for activities for the wholesome development of youths' personal, social, physical, and emotional growth in Monroe County, Florida, shall pay to the PROVIDER the sum of FOURTEEN THOUSAND, TWO HUNDRED, FIFTY, AND NO/100 DOLLARS ($14,250.00) for fiscal year 2007-2008. 2. TERM. This Agreement shall commence on October 1, 2007, and terminate September 30, 2008, unless earlier terminated pursuant to other provisions herein. 3. PAYMENT. Payment will be made periodically, but no more frequently than monthly, as hereinafter set forth. Reimbursement requests will be submitted to the Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded amounts below, those reimbursable expenses which are reviewed and approved as complying with Florida Statutes 112.061 and Attachment A - Expense Reimbursement Requirements. Evidence of payment by the PROVIDER shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a certification statement. An example of a reimbursement request cover letter is included as Attachment B. The organization's final invoice must be received within sixty days after the termination date of this contract shown in Article 2 above. After the Clerk of the Board examines and approves the request for reimbursement, the Board shall reimburse the PROVIDER. However, the total of said reimbursement expense payments in the aggregate sum shall not exceed the total amount shown in Article 1, above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. S. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 6. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. Contract - YMCA Upper Keys FY08; page 1 RECORDKEEPING 7. RECORDS. PROVIDER 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. If an auditor employed by the County or Clerk determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. S. PUBLIC ACCESS. The County and PROVIDER shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PROVIDER in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY: (a) evidence of the organization's 501(c)(3) status; (b) a list of the organization's Board of Directors of which there must be five or more; (c) evidence of annual election of Officers and Directors; (d) an annual audited financial report ; (e) a copy the organization's Corporate Bylaws, which must address the organization's mission, board and membership composition, election of officers, and so on; (f) a copy of the organization's Corporate Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, equal employment opportunity provisions, and so on; (g) cooperation with County monitoring visits; (h).semi-annual performance reports. These reports should include performance measurements which will demonstrate the level of accomplishment of goals for which funding has been provided. (i) other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may from time to time request. RESPONSIBILITIES 10. SCOPE OF SERVICES. The PROVIDER, for the consideration named, covenants and agrees with the Board to substantially and satisfactorily perform and provide the services outlined in Attachment C to residents of Monroe County, Florida. 11. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 12. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. Contract - YMCA Upper Keys FY08; page 2 13. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 14. NO SOLICITATION/PAYMENT. The County and PROVIDER 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 PROVIDER 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. 15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the PROVIDER is an independent contractor and not an employee of the Board. No statement contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 16. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 17. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 18. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Contract - YMCA Upper Keys FY08; page 3 Federal or state statutes which may apply to the parties tc�, or the subject matter of, this Agreement. AMENDMENTS, CHANGES, AND DISPUTES 19. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by : an amendment, which must be approved in writing by the COUNTY. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. 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 PROVIDER 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 PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 22. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 23. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 24. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. 26. AUTHORITY. Each party represents and delivery and performance of this Agreement have been and corporate action, as required by law. INDEMNITY ISSUES warrants to the other that the execution, n duly authorized by all necessary County i Contract - YMCA Upper Keys FY08; page 4 27. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners 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 PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the PROVIDER'S employees, agents, or volunteers. 28. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 31. 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 PROVIDER agree that neither the. County nor the PROVIDER 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. GENERAL 32. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 33. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: For Board: David P. Owens, Grants Administrator and 1100 Simonton Street Key West, FL 33040 For PROVIDER Monroe County Attorney PO Box 1026 Key West, FL 33041 Contract - YMCA Upper Keys FY08; page 5 Executive Director YMCA OF GREATER MIAMI, INC. Alfred Sanchez 1200 NW 78 Ave Suite 200 Miami, FL 33126 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PROVIDER agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 35. NON -WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 36. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER 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. [THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW] Contract - YMCA Upper Keys FY08; page 6 37. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk Witness Witness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman YMCA of Greater Miami, Inc. (Federal ID No By President 'OUNTY ATTORNEY AAS T ORM: HIA L. HAEL AS 7 ` s BOUNTY ATTORNEY Datu Contract - YMCA Upper Keys FY08; page 7 ATTACHMENT A EXPENSE REIMBURSEMENT REQUIREMENTS This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the following information must be provided: check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Contract - YMCA Upper Keys FY08; page 8 Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving form one's home to the airport for a business trip is not a reimbursable expense. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. Contract - YMCA Upper Keys FY08; page 9 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for ( Organization name) for the time period of to Check # Payee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organizations_ contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of 2001 by who is personally known to me. Notary Public Notary Stamp Contract - YMCA Upper Keys FY08; page 10 ATTACHMENT C Services to be provided: Youth programs, such as after -school care, summer camp, sports and tennis at the Key Largo Community Park Contract - YMCA Upper Keys FY08; page 11 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Contract - YMCA Upper Keys FY08; page 12 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY FLORIDA warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contenders to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF (Signature of Respondent) COUNTY OF Date PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being swom by me, (name of individual signing) affixed his/her signature in the space provided above on this day of , 200 . NOTARY PUBLIC My commission expires: 2