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Item C47
C47 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 ' David Rice,District 4 Board of County Commissioners Meeting July 17, 2024 Agenda Item Number: C47 2023-2685 BULK ITEM: Yes DEPARTMENT: Social Services TIME APPROXIMATE: STAFF CONTACT: Sheryl Graham N/A AGENDA ITEM WORDING: Approval of Annual Agreement between Tranquility Bay Adult Day Care (Key Largo) and Monroe County to continue to provide Facility-Based Respite Services to elderly and disabled citizens residing throughout Monroe County for the contract period of 07/01/2024 - 06/30/2025. ITEM BACKGROUND: Monroe County Social Services receives grant funding from the Alliance for Aging to provide Facility- Based Respite and Caregiver Services to elderly and/or disabled Monroe County residents. Tranquility Bay Adult Day Care (Key Largo) has been providing these services and meeting these critical needs for this population in a successful manner. The services are provided on site at the physical location of the provider and requires the client's transportation to the physical location of the service provider. Tranquility Bay is the only service provider geographically located in the service area that can provide these Facility-Based Respite and Caregiver Services making it the sole source available for the services. PREVIOUS RELEVANT BOCC ACTION: BOCC approved Tranquility Bay KL Agreement 23-24 on 07/19/2023. INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: BACKUP D19 - TBI 23-2 .pdf TB225.pdf 2284 2024 07 COI Tranquility signed exp 10 18 2024.pdf FINANCIAL IMPACT: 2285 Kevin Madolk, cpA Clerk of the Circuit Court& Comptroller—Monroe County, Florida DATE: July 31, 2023 TO: Slicryl Grallani, Director Social SeniCes IA)tir(les Francis, A(Iiiiiiiistrator FROM: Panicla G. Hanc( C. SUBJECT: July 19" BOCC Meeting Attaclie(I is an electronic copy of the following itein 1'()r your lian(Iling: D19 "Tranquility Bay A(lulf Day Care (Key 1 go) Agreement #'I'll KI, 23-2 Ito continue to provi(le Facility-Base(I Respite Senices to cl(lerly aii(I (lisable(I citizens resi(ling flirougliout Monroe County for the contract penio(I oi'07/01/2023-06/30/2024. Slioul(I you leave any questions please feel free to contact ine at (305) 292-3550. cc: County Allonicy Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 2286 I co Tranquility Bay Adu�lt Day Care Corp (Key Largo) CN CN Agreement #TBKL 23-24 THIS AGREEMENT, made and entered into this 19th__ day of July 2023 by and between MONROE COUNTY, FLORIDA,/Monroe County Board of County Conirnissioners/Monroe County Social Services a political subdivision of the State of Florida (hereinafter called tile "Owner" or "County"), and Tranquility Bay Adult Day Care Corp (Contractor). WHEREAS, the County provides Services to the elderly and disabled residing throughout Monroe County, and WHEREAS, for the purposes of this, agreement, tile County receives funding frorn the Alliance for Aging, I ric., and the Monroe County Board Of County Conitnissioners/Monroe County Social Services i n o, r d e r t o p r o v i d e t h e s e particular senior specific set vicesCountywide and WHEREAS, the County has provided Services to assist the Vulnerable elderly and/or disabled residents to remain in their hornes, and maintain independence for over 30, years; arid WHEREAS, the County desires to contract for Facility-Based Respite Services to ensure that Such services are available throughout the County; and WHERFAS, "Tranquility Bay Adult Day Care Corp is qualified and desires to provide specific Set-vices; W1 IEREAS, Contractor provides services on site at their physical location which requires clients be transported to tile location for services, and Contractor is the only service provider geographically located in the service area that can provide these facility-based respite and caregiver services making it the sole source available for services; and NOW THEREFORF, in consideration of' the Mutual covenants and provisions contained herein, the parties agree as follows: That the pat-ties hereto, for the consideration hereinafter set Forth, Mutually agree as follow; 1. THE?CONTRACT The contract between the Owner and the Contractor, of which this agreement is a part, consists of the contract documents, which are as follows: This agreement and any amendments executed by the parties hereafter, and all required insurance dOCUrrientation. In the event of a discrepancy between the documents, precedence shall be determined by the order of the documents as just listed. 2. SCOPE OF THE WORK The Contractor shall provide Facility Based Respite Services for the COL111t),, specifically in Key Larao, Florida. The Contractor warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract dOCUrnents, The provider shall at all tirnes exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Contractor shall provide services using the following standards, as a rninirnUrnreqUirement: I 00 Tranquility B N ay Adult Day Care Corp (Key Largo) Agreement #TBKL 23-24 A. The Contractor shall maintain adequate staffing levels to provide the services required under this contract, 11. The Contractor's personnel shall not be employees of they Monroe County Board of County Commissioners. C. All personnel engaged in performing services under this contract shall be fully qualified, Level II background screened and,, if required, be authorized or permitted under State and focal law to perform such services. 3. PAYMENTS TO THE CONTRACTOR A. The Contractor shall submit to the County a weekly invoice, With Supporting dOcUrnernation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting; principles and Such laws, rules, and regulations as may govern the Clerk's disbursement of funds. 13,. Upon Monroe County's receipt and thorough review and. processing of said invoices, the Monroe County Clerk's Office shall submit payment to the Contractor in accordance with the Florida Prompt Payment Act. (1, County's performance and obligation to, pay under this agreement, is contingent upon annual appropriation by the Alliance for Aging, Inc., and the Monroe County Board of Count), Commissioners. 4, TERM OF CONTRACT The term of this contract is for one (I)year, commencing on July 1,2023, and ending on June 303 20,24. The County shall have the option to renew annually, for the same service rate,, this Agreement at its sole discretion. 5. CON'TRAC'TOR'S RESPONSIBILITIES 'k. The Contractor will perform only authorized Facility-based Respite at Tranquility Bay Adult Day Care Corp at 10�0980 Overseas.....Hi2h way, Key Largo, FL 33037 for tile unit rate(s) specified herein. Only this service that is specifically authorized by the County as documented by the Social Set-vices Department wilt be reimbursable. T h i s s ervice will be provided by the Contractor in accordance with DOEA definitions/specification, by agencies that hold necessary licenses, and by individual workers qualified to perform Such services as detailed in the most recent version of the FloritkiDel)artmenI ql'El(ler Affiiirs (DOEA) Han(lbook. 13, The service the Contractor will provide under these terms and conditions is: Facility-based respite care as defined by DOEA Han(thook. C. The Contractor will provide services during the term of this contract for the unit rates as agreed upon and that follow: S10.00/unit/onc hour for service. As per tile most recent version of the DOEA Hanclhook, one hour of actual client attendance at the facility is one unit Of facility-based respite. Actual client attendance is defined as the time between the client's arrival at the 2 0) co Tranquility Bay Adult Day Care Corp (Key Largo) CN CN Agreement #TBKL 23-24 facility and the time of departure from the facility. Tirne spent in transit to or frorn tile facility is not Counted in the daily attendance. A daily attendance log with funding source, service provided, time in and time Out. client printed narne, and client signature, shall be maintained. The number of units of services performed for each client must be pre-authorized by the County in accordance with the Activity Plan. D. The Contractor will provide the set-vice detailed in 5.13 above for the Unit rate agreed upon in 5 . C above in the geographic area detailed in 5.A above. 'File Contractor will in all cases provide service within the timefrarnes agreed UPOII in the Activity Plan, required by the most recent version of the Floi-ie(ci .Dej)ai-linent q 'E1(,1ei-Alfiih-s (DOE,4) Httntlbook. Tile Contractor agrees that Monroe County Social Services will designate representatives to, visit the Contractor's facllity(ies) periodically to conduct random open file evaluations and/or other contract monitoring activities during the Contractor's normal business hours. I The Contractor has, and shall maintain throughout the term of this contract, appropriate licenses and approvals required to, conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof Of such licenses and approvals shall be submitted to the Count), allnUally and upon request. G, The Contractor must maintain approval status from the Alliance for Aging, Inc., as a Medicaid Waiver Provider of Choice, if applicable. 6. CONTRACTOR'S FINANCIAL, RECORDS Contractor shall maintain all books, records, and dOCUrrtents directly pertinent to performance under this Agreement in accordance Nvith generally accepted accounting principles consistently applied. Records shall be retained for a period of six years frorn the termination of this agreement or For a period of three years from the submission of the final expenditure report as per 2 CTR §200.333, whichever is greater. 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 put-poses during the term of the Agreement and for six years following the termination of this Agreement. If all auditor employed by the COU11tv or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS,, running from the date the monies were paid to Contractor. 7. PUBLIC ACCESS Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. J,lie County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "Public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right 3 C) TranquillityN Bay Adult Day Care Corp (Key Largo) Agreement #TBKL 23-24 to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the 6orm, of a court proceeding and Shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to I".S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (I) Keep and maintain public records that Would be required by the County to perform the service. (2) Upon receipt from the (701111ty's custodian of records,, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that Public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the di,ll-atiOri of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, tile Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to tile County, upon request from the Countys custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract Must be made directly to the County, but if the County does not possess the requested records, tile County shall immediately notify the Contractor of the request, and the Conti-actor MUSt provide the records to the County or allow the records to be inspected or copied within a reasonable time. IF 11,113 CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470 or hrmlle% -brian'ei S. INDEMNIFICATIONMOLD HARMLESS Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the County and the County's elected and appointed offices, and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings,, appellate proceedings, or other proceedings relating, to 4 Tranquility Bay Adult Day Care Corp (Key Largo) N Agreement #TBKL 23-24 ally type Of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, sub-contractors or other invitees during the term of this Agreement, (B) time negligence or willful misconduct of Contractor or any of its employees, agents, sub- contractors or other invitees, or (C) Contractor's default in respect of any of time obligations that it undertakes under time terms of this Agreement, except to the extent time claims, actions, causes of action, litigation, proceedings, cost or expenses arise frorn the intentional or sole negligent acts or omissions of the County or any of its employees, agents, or invitees (other than Conti-actor). Insofar as the claims, actions, causes of action, litigation, proceedings, cost or expenses relate to events or circumstances that occur during the terill of this Agreement, this section will Survive the expiration of the term of this Agreement or any earlier termination of this Agreement. Prior to execution of this, agreeillent, time contractor shall furnish the Owner Certificates of 111SUrance indicating the rnillinlUrn coverage limitations as indicated by all "V oil the attached forms identified as INSCKI.,ST 1 -5, as further detailed on forms WC1, GLI, and VI-2, each attached hereto and incorporated as part of this contract document, and all other requirements found to be in the best interest of Monroe County as may be imposed by the Monroe County Risk Management Department. Non-Waiver of 1111MUnity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation Of time County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 9. INi DEPENDENT'CONTRAC"TOR At all times and for all purposes Under this agreement the Contractor is all independent contractor and not all employee of the Monroe County Board Of County Commissioners, No statement contained in this agreement shall be construed so as to find the Contractor or any of his employees, contractors, servants, or agents to be employees of the M o n r o e C 0 U n t y Board of County Commissioners. 10. NONDISCRIMINATION County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of cornpetent jurisdiction that discrimination has occurred, this Agrcernent automatically terminates without any further action oil the part of any party, effective the date of the court Order. Contractor agrees to comply with all Federal and I'lorida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1 ) Title V1 of the Civil Rights Act of 1964 (PI., 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 oil the basis of sex, 3,) Section 504 of the Rehabilitation Act of 19�73, as amended (20 USC s. 794) which prohibits discrimination oil the basis of 5 CN Tranquility Bay Adult Day Care Corp (Key Largo) N Agreement #TBKL 23-24 disability; 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 (Pt, 91-616), as arnended, 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 Vill of the Civil Rights Act of 1968 (42 USC, s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s, 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. V1, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and I I ) A n y other nondiscrimination provisions in any Federal or state statutes which may apply to the pat-ties to, or the Subject matter of, this Agreement, It, ASS IGNMENT/S U13CONTRACT "The Contractor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of" the M o n r o e C 0 LI 11 t y Board of Count),, Commissioners which approval shall be subject to Such conditions and provisions as the Board may deem necessary. ']'his paragraph shall be incorporated by reference into any assignment or Subcontract and any assignee or subcontractor shall comply with all of' the provisions of' this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deerned to impose any additional obligation Upon the board. 12. 'COMPLIANCE WITH LAW In providing all services/goods Pursuant to this agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, Such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. The contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this contract. Contractor shall use the Department of I lorneland Security's E-verify system to verify the employment eligibility of all new employees hired during the contract term pursuant to this agreement. 13. IS U PPORT TO THE DEAF OR HA RD-QFJJE.A RING a. The contractor shall comply with section 504 of the Rehabilitation Act of 1973,29 U.S.C, 794, as implemented by 45 C.F.R. Part 84 (hereinafter referred to as Section 504) and the American with Disabilities Act of 1990, 42 U.S.C, 12131, as implemented by 28 C.F.R. Part 35 (hereinafter- referred to as ADA), b. The contractor shall if it employs 15 or more employees, designate a Single-Point-of- Contact (one per firm) to ensure effective communication with deaf or hard-of hearing clients or companions and/or caregivers in accordance with Section 504 and the ADA. The name and contact information for the contractor's Single-Point-of-Contact shall be furnished to Monroe County within 14 6 Tranquility Bay Adult Day Care Corp (Key Largo,), N Agreement #TBKL 23-24 calendar days of the effective date of this requirement. C. The Single-Poirit-of-Contact shall ensure that employees are aware of the requirements, roles & responsibilities, and contact points associated compliance with Section 504 and the ADA. Further, employees of the contractor shall attest in writing that they are familiar with the requirement of Section 504 and the ADA. This attestation shall be maintained in the employee's personnel file. d. The contractor's Single-Point-of-Contact will ensure that COnSpiCUOUs Notices which provide information about the availability, of appropriate auxiliary aids and services at no- cost to the deaf or hard-of-hearing clients or companions and/or caregivers are posted near where people enter or are admitted within the agent locations. Such Notices must be posted immediately. The approved Notice can be downloaded through the Internet at: htti).-//ivwiv.(Icf.state.fl.tis/admiii/ig/eiviii-ights.shtiiil. The contractor shall document the customers s or companion's and/or caregiver's preferred method of communication and any requested auxiliary aids/services provided in the client's record. Documentation, with supporting justification, IllUst also be made if any request was not honored. 'file contractor shall submit Compliance Reports monthly, not later than the I st day of each month, to tile Monroe County Social Set-vices Compliance Manager, if applicable. 14, DISCLOSURE AND CONI'LICT 01-' INTEREST The Contractor represents that it, its directors, principles, and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. It 2.31 1, et. seq., Florida Statutes. County agrees that officers and employees of' the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 1 12.3 13, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; Unauthorized compensation; misuse of public position, conflicting employment, or contractual relationship; and disclosure or use of certain information. Upon exeCUti011 of this contract, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all programs in Monroe County Nvilich tile Contractor sponsors, endorses, recommends, supervises, or requires for Counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. Tile County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it., any fee, commission, percentage, gift, or other consideration contingent upon or resulting froill the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount 01' SUCII fee, commission, percentage, gift, or consideration. 7 Tranquility Bay Adult Day Care Corp, (Key Largo) N Agreement #TBKL 23-24 15. NO PLEDGE OF CREDIT The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, jUdgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 16. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY: Monroe County and County Attorney Sheryl Graharn, Sr. Director I I I 1 12"' Street Suite, 408 1100 Simonton Street 2-257 Key West, I'L. 33040 Key West, FI., 33040 305-292-3470 305-292-451,0 FOR CONTRACTOR: Tranquility Bay Adult Day Care Corp LUCY CxUZ, President 100980 Overseas Highway Keyl.argo, FI,33037 786-261-4963 17. TAXES The County is exempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the COLUity's exemption from paying sales tax to its suppliers for materials used to Fulfill its obligations under this contract, nor is the Contractor authorized to use the COU11ty'S Tax Exemption Number in Securing Such materials. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 18, "FERMINA"FION The County may terminate this contract for cause with seven (7) days' notice to the contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations Under this contract. Either of the parties hereto may terminate this contract without cause by giving the other party sixty (60) days written notice of its intention to do so. 19. GOVERNING LAW, VENUE, INTERPRETATION CO STS,AND FEES A. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. 8 LO 0) Tranquility Bay Adult Day Care Corp (Key Largo) CN CN Agreement #TBKL 23-24 B In the event any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, County and Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County. C. The Count), and Contractor agree 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. 1). 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 cornpetent'jUrisdiction, tile remaining terms, covenants,, conditions and provisions ofthis Agreement shall not be affected thereby-, and each remaining term, covenant, condition and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by la%v unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement Would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform tile Agreement to replace any stricken provision with, a valid provision that comes as close as possible to the intent of the stricken provision. E. Attorney's Fees and Costs. The County and Contractor agree that in tile 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 ail avvard 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 tile Florida Rules of Civil Procedure and usual and customary procedures required by the circuit Court of Monroe County. F. Adjudication of Disputes or Disagreements, County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, tile issue or issues shall be discussed at as public meeting ofthe Board Of Count), Commissioners. If the issue Or issues are still not resolved to the satisfaction of the parties, then any party shall have tile right to seek such relief or remedy as may be provided by this Agreement or by Florida law. G. Cooperation. In the event any administrative or legal proceeding is 'instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the Substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no part),to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement, H. Force MajeUrc. Due performance of any duty or obligation hereunder by cither party 9 cfl Tranquility Bay Adult Day Care Corp (Key Lairgo) CN CN Agreement #TBKL 23-24 shall be excused ilprevented by acts of God, information providers or other service providers, public enemy, war, terrorism, any accident, explosion, fire, storm, earthquake, flood, strike, computer Outage or virus, telecommunications failure, or any other circurnstance beyond that party's reasonable control. 20, BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, Successors, and assigns, 21. AUTI 10RITY Each party represents and warrants tag the other that the execution, delivery, and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 22. CLAIMS FOR f'EDERAL OR STATE AID Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests. grant proposals, and funding solicitations shall be approved by each party prior to submission. 23. PRIVILEGES AND IMMUNITIES All of the privileges and ii-rimunities 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 fUnctiOrIS 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. 2-1. LEGAL OBLIGATIONS AND RESPONSIBILFFIES 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 tirnely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the Obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or Statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 25. TIC N-RELIANCEBYNON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder,, and the County and the Contractor agree that neither the County nor the Contractor or any agent, Officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits Under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 10 ti Tranquility Bay Adult Day Care Corp (Key Largo) N Agreement #TB,KL 23-24 26. ATTESTATIONS Contractor agrees to execute Such dOCUrnents as the County may reasonably require, including a Public Entity Crinne Statement, Minority Owned Business Declaration, Ethics Statement, and a Drug- Free Workplace Statement. 27. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deerned to be a covenant or agreement of any member, officer, agent, or employee of Monroc County in his or her individual capacity, and no member, officer, agent, or employee of Monroe County shall be liable personally on this Agreement or be subJect to,any personal liability or accountability by reason of the execution of this Agreement. 28. DATA INTEGRITY AND SAFEGUARDING INFORMATION 1T`he Conti-actor shall ensure an appropriate level of data security for the information the contractor is collecting or using in the performance of this contract. An appropriate level', of security includes approving and tracking all Contractor employees that request system of information access and CIISLIring that user access has been removed from all terminated employees. The Contractor, among other requirements, must anticipate and prepare for the loss of information processing capabilities. All data and software Must be routinely backed Lip to insure recovery frorn loess or outages. And to maintain written procedures for computer system backup and recovery. 29. '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, 30. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that Such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 31. PROVISIONS REQUIRED BY FEDERAL L.,AW, 2 CfR part 200. A. Equal Employment Opportunity, No Discrimination Provisions: CONTRACTOR and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the Court order. CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII ofthe 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 DI'Lig Abuse Office and Treatment Act of 1972 (PI, 92-255), as amended, 11 co 0) Tranquility Bay Adult Day Care Corp (Key Largo) CN CN Agreement #TBKL 23-24 relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcohol ism 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 I lealth Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290,ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title 'III of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12 101 Note), as may be amended fi-orn time to tirne, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race,, color, sex, religion, national origin, ancestry, sexual orientation,, gender identity or expression, familial status or age; I I) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subJect matter of, this Agreement. During the performance of this Agreement, the CONTRACTOR, in accordance with Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. ['art, 1964-1965 Comp,, p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41C.F.R. Part 60 (Off-ice of Federal Contract Compliance Programs, Equal Employment Opportunity, Department ofLabor). See 2 C.F.R. Part 200, Appendix 11, JJ C, agrees as follows: I) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affiri-native action to ensure that applicants are ernpliloyed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoffor termination; rates of pay or other forms of compensation; and selection for training, including; apprenticeship. The contractor agrees to post in COnSpiCUOUS places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because Such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals, who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation,proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. 12 Tranquility day Adlult Day Care Corp (Key Largo) N Agreement #TBKL 23-24 4), 'File contractor will send to each labor Union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of' the notice in WuSpiCUOUS places available to employees and applicants for employment, 5) The contractor will comply Nvith all provisions of Executive Order 11246 of September 24, 1965, and ofthe rules, regulations, and relevant orders of the Secretary of Labor. 6) The contractor will ftirnish all information and reports required by Executive Order 11246 of'Septernber 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes, of investigation to ascertain compliance with Such rules, regulations, and orders. 7) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any, of Such rules, regulations, or orders, this contract may be canceled, terminate(] or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order H 246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8), The Contractor will include the portion of the sentence immediately preceding paragraph (I) and the provisions of paragraphs (1) dUOUgh (7) in every Subcontract Or purchase order unless exempted by rules, regulations, or orders ofthe Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that Such provisions will be binding upon each Subcontractor or vendor. The Contractor will take Such action with respect to any subcontract 01' purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-cornpliance-, provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States. B. Termination: i. Termination for Convenience: The County may terminate this Agreement for convenience, at any time, upon sixty(60)days written notice to Contractor. If the County terminates this agreement with the Contractor, County shall pay Contractor the SUrn due the Contractor Under this agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract. The maximum amount due to Contractor shall not exceed the spending cap in this Agreement. In addition, tile County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to Pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe 13 C) C) Tranquility Bay Adult Day Care Corp (Key Largo) M CN Agreement #TBKL 23-24 County Code. Either party may cancel this Agreement without cause upon sixty (60) days' written notice of its intention to do so to the other party. In the event of termination, tile County shall owe the Contractor for all goods and services delivered prior to the date of termination, ii. Termination for Cause and Remedies; In the event of breach of any contract terms, the County and Contractor each retain-, the right to terminate this Agreement. The County may also terminate this agreement for cause with Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the County shall provide Contractor with five �(5) calendar days,' notice and provide the Contractor with an opportunity to cure the breach that has Occurred or, iffive (5) calendar days' is an insufficient period of time to Cure Such breach,to provide documentation reasonably satisfactory to the County that Contractor is diligently pursuing a cure IOr such breach, Ifthe breach is not cured, the Agreement will be terminated for cause. If the County terminates this agreement with the Contractor, County shall pay Contractor the sum due to the Contractor under this agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract The rnaxirnUm amount due to Contractor shall not in any event exceed the spending cap in this Agreement. In addition,, the County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including tile right to Pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al. of tile Monroc County Code. In the event that the Contractor shall be found to be negligent in any aspect of service, the County shall have the right to terminate this agreement after five (5) (lays written notification to the Contractor. 32. OTHER I"EDERAL CONTRACT REQUIREMEN'"I"S The Contractor and its subcontractors Must follow the provisions, as applicable, as set forth in Appendix If to I CJ`.R. Part 200�, as amended, including but not limited to: A. Davis-Bacon Act, as amended (40 U.S.C. §§3141-3148). When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Florneland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant program, Port Security Grant Program and Transit Security Grant Program, all prime Construction Contracts in excess of$2,000 awarded by non-Federal entities must comply with the Davis-Bacon Act (40 U.S.C. §§3141-3144, and §§3146-3148) as Supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statUte, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. If applicable, the COUNTY must place a Current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The COUNTY must report all suspected or reported violations to the Federal awarding agency. When required by Federal 14 V_ N Tranquility Bay Adult Day Care Corp (Key Largo) Agreement #TBKL 23-24 program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program (it does not apply to other FEMA grant and cooperative agreement programs, including the Public Assistance Program),the contractors must also comply with the Copeland "Anti-Kickback" Act (40 U.S.0 § 3145), as supplemented by Department of' Labor regulations (29' CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by, Loans or Grants fi-orn the United States"). As required by the Act, each contractor or SUbrecipient is prohibited fi-orn inducing, by any means, an), person employed in tile construction, completion, or repair of public work, to give Lip any part of the compensation to which lie or she is otherwise entitled. The COUNTY must report all Suspected or reported violations to the Federal awarding agency. I) Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.0 § 3 145, and the requirements of'29 C.F.R. pt. 3 as may be applicable,which are incorporated by reference, into this contract. 2) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and Such Other clauses as the FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts, The prime contractor shall be responsible for tile compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. 3), Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. B. Contract Work Hours and Safety Standards Act (40 U.S.C, 3701-3708). Where applicable, which includes all FEMA grant and cooperative agreement programs, all contracts awarded by the COUNTY in excess of$1 OT0,00O that involve the employment of mechanics or laborers must comply with 40 U.S.C.§§ 3702 and 3704, as Supplemented by Department of Labor regulations (29 CFR Part 5), Under 40 US.C. §3702 of the Act, each contractor Must compute the wages of every mechanic and laborer on the basis of standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a halt'times the basic rate of pay for all hours worked in excess of 40 hours in the work week. 'The requirements of 40 U.S.C. 3704 are applicable to Construction work and provide that no laborer or mechanic must be required to work in Surroundings Or Under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases Of Supplies or materials or articles Ordinarily available on the open market, or contracts for transportation or transmission of intelligence. L Overtime requirements. No contractor or Subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which lie or she is employed on such work to work in excess of forty hours in such workweek unless Such laborer or mechanic receives compensation at a rate not less than one and 15 CN C) Tranquility Bay Adult Day Care Corp (Key Largo) M CN Agreement #TBKL 23-24 one-half tirries the basic rate of'pay for,all hours worked ill excess of forty hours ill Such workweek. I Violation; liability for Unpaid Nvages; liquidated damages. In the event of any violation of tile clause set forth in paragraph 29 C.F.R. § 5.5(b)(I) the contractor and ally subcontractor responsible therefor shall be liable for the unpaid wages, In addition, such contractor and subcontractor shall be liable to,the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be Computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of tile clause set forth in paragraph 29 C.F.R. § 5.5 (b)(1), in the Sum of$27 For each calendar day on which such individual was required or permitted to, work in excess of the standard workweek of forty hours Without payment of the overtime wages required by the clause set forth in paragraph 29 C.F.R. § 5.5 (b)(1). 3. Withholding for unpaid wages and liquidated damages. The Federal agency shall upon its own action Or Up011 written request of all authorized representative ofthe Department of Labor withhold or cause to be withheld from any moneys payable oil account of work performed by the contractor or subcontractor under any Such contract or any other Federal contract with tile sarne prime contractor, or any other federally- assisted contract subJect to the Contract Work hours acid Safety Standards Act, which is field by the same prime contractor, such SUnis as may be determined to be necessary to satisfy any liabilities Of Such contractor or subcontractor for Unpaid wages and liquidated damages as provided in tile clause set forth in paragraph 29 C.F.R. § 5.5 (b)(2). 4. Subcontracts, The contractor or subcontractor shall insert in any Subcontracts tile clauses set forth in paragraph 29 C.F.R. § 5.5 (b)(1)through (4) and also a clause requiring tile subcontractors to include these clauses in ally lower tier Subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set fbah in paragraphs 29 C.F.R. § 5.5 (I) through (4). C. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of -funding agreement" Under 37 CFR §401.2 (a) and the recipient or SUbrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the Substitution of parties,assignment oi-pci-foriiiaiiceofexpei-itnetital,developmental, or research work under that"funding agreement,"the recipient orsubreclpient rnUSt COrnply With the requirements ot'37 CFR Part 401, ,Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency, D. Clean Air Act (42 U.S.C. 740,1-7671 q.) and the Federal Water Pollution Control Act(33 US.C. 1251-138,7). Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§7401-767]q) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§1251-1387) and will report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). The Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 16 M CD Tranquility Bay Adult Day Care Coirp (Key Largo) M CN Agreernent #TBKL 23-24 1387), as arnended—applies to Contracts and SUbgrants of amounts ill excess of$1 501,000. E. Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award(see 2 CFI 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Cornp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of pat-ties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible Linder statutory or regulatory authority other than Executive Order 12549. F. Byrd Anti-Lobbying Amendment (31 U,S.C. 1352) Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay, any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or ernployee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C, 1352. Each tier Must also disclose an), lobbying with non-Federal funds that takes place In connection with obtaining any Federal award. Stich d]SCIOSLires are forwarded from tier-to-tier up to the non-l-ederal award. G. Compliance with PrOCUrernent of recovered materials as set forth in 2 CFR § 200.322. Contractor IIILISt comply with section 6002 of the Solid Waste disposal Act, as amended, by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with, maintaining a satisfactory level of competition, where the pLirchase price of the itern exceeds $10�,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management set-vices in a manner that maximizes energy and 1-CS01.11-CC recovery,, and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. K Americans with Disabilities Act of 1990, as amended (ADA) — The Contractor will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the CONTRAC'"I'OR pursuant thereto, 1. Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the Count), that DBE's, as, defined in 49 C.F.R. Part 26, as amended,, shall have the opportunity to participate in the performance of contracts financed in whole or in part with County funds Under this Agreement. The DBE reqUirernents of applicable federal and state laws and regulations apply to this Agreement. The Count), and its Contractor agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with 2 C.F.R. § 200.32 1(as set forth in detail below), applicable federal and state laws and regulations to ensure that the DBE"s have the opportunity to compete for and perform contracts. The County and the Contractor and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. 17 Iq C) Tranquility Bay Adult Day Care Corp (Key Largo) M CN Agreement #TBKL 23-24 2 C.F.R. § 200.321 CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS 1. If' the Contractor, with the funds authorized by this Agreement, seeks to, subcontract goods or set-vices, then, in accordance with 2 C.F.R. §200.321, the Contractor shall take the following affirmative steps to assure that illinority bUSinesses, women's bLiSilleSS enterprises, and labor surplus area firms are used whenever possible. 2. Affirmative steps must include: a) Placing qualified small and minority businesses and Nvornen's business enterprises on solicitation lists; b) Assuring that small and minority businesses, and women's business enterprises arc solicited whenever they are potential sources; C) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit niaxillILlIll participation by small and minority businesses, and women's business enterprises; d) Establishing delivery schedules,where the requirement permits, which encourage participation by st-tiall and minority businesses, and women's business enterprises; e) Using the services and assistance. as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of.' the Department of Commerce, 1) Requiring the Prime contractor, il'SUbcontractor are to be let, to take the affirmative steps listed in paragraph (a) through (f) of this section. J.E-Verify System - Beginning January 1, 2021, in accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland SCCLtrity's E-Verify system to verify the work aUthorization, status ofall new employees hired by the Conti-actor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to, verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or Subcontract with ail Lill auth orized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095 K. Changes to Contract - The Contractor understands and agrees that any cost resulting from a change or modification, change order, or constructive change of the agreement i-nLiSt be within the scope ofany Federal grant or cooperative agreement that may Fund this Project and be reasonable for the completion of the Project. Any contract change or modification, change order or constructive change must be approved in writing by both the COUNTY and Contractor. L. Prohibition on certain telecommunications and video surveillance set-vices or equipment as set forth in 2 CER § 200.216. Recipients and subrecipientsand their contractors and subcontractors may not obligate or expend any federal funds to (I) Procure 18 in C) Tranquility Bay Adult Day Care Corp (Key Largo) M CN Agreement #TBKL 23-24 or obtain, (2) Extend or renew a contract to procure or obtain-, or(3) Enter into a contract (or extend or renew a contract) to procure or Obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of all), system. As described in PUM ic Law H 5- 232, section 889, covered telecorrull Lill icati ons equipment is telecommunications equipment produced by FlUawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate Of SLICII entities). (i) For the Purpose of public safety, secLirity of government facilities, physical Security surveillance of critical infrastructure, and other national security purposes, video Surveillance and telecommunications equipment produced by Flytera COMMUnications Corporation, Hangzhou I likvision Digital Technology Company,or DaIlLia Technology Company (or any subsidiary or affiliate of'such entities). (ii) Telecommunications or video surveillance services provided by Such entities or using such equipment, (iii) Telecommunications or video Surveillance equipment or services produced or provided by an entity that the Secretary ol"Defense, in Consultation with the Director of the National Intelligence or the Director fthe Federal BureaLl of,Investigation, reasonably believes to be all entity owned or controlled by, or otherwise connected to, the government of a covered foreign Country. M. Domestic preference for procurements as set forth in 2 CFR §200.322 'File COUNTY and CONTRACTOR should, to the great extent practicable, provide a preference for the purchase, acquisition, Or use of'goods, products, or materials produced in the United States (illClUding but not limited to iron, aluminum, steel, cement, and other rnanUffiCtUred products). These requirements of this section must be included in all subawards including contracts and PLII-Chase orders for work or products under fiedcral award. For purposes of this section: a. -Produced in the United States" means, for iron and steel products, that all inallUftiCtUring processes, frorn the initial melting stage through the application of coatings. Occurred in the United States. b. '`Manufactured products" means items and consti-LiCtion materials composed in whole or in part Of non-ferrous metals Stich as alurninni-n- plastics and polymer-based products such as polyvinyl chloride pipe; aggregates sLicil as concrete; glass, including optical fiber; and lumber. N.Compliance with Federal Law, Regulations, and Executive Orders. This is ail acknowledgement that FEMA financial assistance may be Used to fund all or a portion of the contract. The contractor will comply will all applicable federal law, regulations, executive orders, FNMA policies, procedures, and directives, 0.No ON igation by Federal Government. The Federal Government is not a party to this contract and is not Subject to any obligations or liabilities to the COUNTY/non- Federal entity, contractor, or any other party pertaining to any rnatter resulting from the contract, P. Program Fraud and False or Fraudulent Statements or Related Acts, The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and 19 Tranquility Bay Adult Day Care Corp (Key Largo) Agreement #TBKL 23-24 Statements) applies to the contractor's actions pertaining to this contract. 33. MUTUAL REVIEW This agreement has been carefully reviewed by the Contractor and the County. Therefore, this agreement is not to be construed against any party on the is of authorship. 34. Right to Audit. Availability of Records. The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available-, subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets-, correspondence-, change order files (including documentation covering negotiated settlements),- back charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by County or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk") to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in County's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document (all foregoing hereinafter referred to as "Records")shall be open to inspection and subject to audit and/or reproduction by County's representative and/or agents or the County Clerk, County or County Clerk may also conduct verifications such as, but not limited to, counting employees at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees,Subcontractors, suppliers, and contractors' representatives. All records shall be kept for ten (10) years after Final Completion of the Project,The County Clerk possesses the independent authority to conduct an audit of Records, assets, and activities relating to this Project. If any auditor employed by the Monroe County or County Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement or were wrongfully retained by the Contractor,the Contractor shall repay the monies together with interest calculated pursuant to Section 55,03, F.S., running from the date the monies were paid to Contractor. The right to audit provisions survives the termination of expiration of this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first written above and it is deemed an original contract. Tranquility Bay Adult Day Care Corp Monroe County Board of County Commissioners Lucy Cruz, President By:__ By: .......... ...... LAJ MAYOR PRO TEMc-3 C_ M C) Date: 07/07/20 Date:_July 19, 2023 rn :< 20 in .ado , Clerk o is .....iR .................. As Deputy Clerk 2306 710/21/2022 E(MM/DD/YYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hiliary Gonzalez HONE Sebanda Insurance Corp PA/C.No,Ext: (305)665-0016 FAX No): (888)979-8772 6401 SW 40TH ST E-MAIL-ADDRESS: gonzalezC h sebandainsurance.com INSURER(S)AFFORDING COVERAGE NAIC# MIAMI FL 33155-4825 INSURERA: Nautilus Ins Co 25011 INSURED INSURER B: Progressive Express Ins Co 10193 TRANQUILITY BAY ADULT DAY CARE CORP INSURER 100980 Overseas Hwy INSURER D INSURER E: Key Largo FL 33037 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAM CLAIMS-MADE � OCCUR PREM SESOEa occurrDence $ 100,000 MED EXP(Any one person) $ 5,000 A Y TKHKH-Z 10/18/2022 10/18/2023 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY❑ PRO- JECT ❑ LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 300 000 Ea accident ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED Y 04188365-0 10/19/2022 10/19/2023 BODILY INJURY(Per accident) $ AUTOS ONLY X AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident PIP $ 10,000 UMBRELLA LIAB OCCUR j Irk, EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AIM' AGGREGATE $ DED RETENTION$ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY �� '^ """ STATUTE OERH ANY PROPRIETOR/PARTNER/EXECUTIVE Y❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A WAMM (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Sexual Abuse Or Molestation Each Event: $100,000 A TKHKH-Z 10/18/2022 10/18/2023 Aggregate: $300,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County BOCC is named as an Additional Insured in respects to the General Liability and Automobile Liability. Scheduled Vehicles&Drivers: 2016 Ford T-350 Transit W 1 FBVU4XVOGKA06130 2016 Nissan Quest JN8AE2KP7G9150788 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. MONROE COUNTY BOCC 1100 SIMONTON STREET AUTHORIZED REPRESENTATIVE KEY WEST FL 33040 VIV ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 2307 AGENCY CUSTOMER ID: LOC#: ACOOR" ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Sebanda Insurance Corp TRANQUILITY BAY ADULT DAY CARE CORP POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Lucy Cruz Raidel Dickinson ACORD 101 (2008101) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD 2308 0) C) M CN Tranquility Bay Adult Day Care (Key Largo) Agreement #TB-24-25 THIS AGREEMENT, made and entered into this 17th day of July, 2024 by and between MONROE COUNTY, FLORID A,/Monroe County Social Services a political subdivision of the State of Florida (hereinafter called the "Owner" or "County"), and Tranquility Bay Adult Day Care (Contractor), WHEREAS, the County provides Services to the elderly and disabled residing throughout Monroe County;and WHEREAS, the County receives funding from the Alliance for Aging, Inc., the Florida Department of Children and Families, the Florida Agency for Health Care Administration, and the Monroe County Board of County Commissioners for the purposes of providing Social Services Countywide;and WHEREAS, the County has provided Services to assist the vulnerable elderly and/or disabled residents to remain in their homes and maintain independence for over 30 years; and WHEREAS, the County desires to contract for Facility-Based Respite Services to ensure that such services are available throughout the County; and WHEREAS,Tranquility Bay Adult Day Care is qualified and desires to provide Services; NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set forth,mutually agree as follow: LTHE CONTRACT The contract between the Owner and the Contractor, of which this agreement is a part, consists of the contract documents, which are as follows: This agreement and any amendments executed by the parties hereafter, and all required insurance documentation. In the event of a discrepancy between the documents, precedence shall be determined by the order of the documents as just listed. 2, SCOPE OF THE WORK The Contractor shall provide Facility Based Respite Services for the County, specifically in the Upper Keys area. The Contractor warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Contractor shall provide services using the following standards, as a minimum requirement: A. The Contractor shall maintain adequate staffing levels to provide the services required under this contract. B. The personnel shall not be employees of or have any contractual relationship with the County. C) CN Trainquili,ty Bay Adult Day Care (Key Largo) Agreement #TB-24-25 C. All personnel engaged in performing services under this contract shall be fully qualified, Level 11 background screened and, if required, be authorized or permitted under State and local law to perform such services. 3. PAYMENTS TO THE CONTRACTOR A. Payments to the Contractor for services rendered pursuant to this Agreement shall not exceed a total of Eighty Thousand dollars ($80,000). The Contractor shall submit to the County a weekly invoice, with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws,rules, and regulations as may govern the Clerk's disbursement of funds, B. Upon Monroe County's receipt and thorough review and processing of said invoices, Monroe County Clerk's Office shall submit payment to the Contractor in accordance with the Florida Prompt Payment Act. C County's performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of County Commissioners. 4. TERM OF CONTRACT The term of this contract is for one(I)year, commencing on the I" day of July,2024 and ending on the 30"' day of June, 2025. The County shall have the option to renew this Agreement at its sole discretion for one(1) additional year for the same service rate. .5. CONTRACTOR'S RESPONSIBILITIES A. The Contractor will perform only authorized Facility-based Respite at Tranquility Bay Adult Day Care at 100980 Overseas Highway, Key Largo, FL 33037 for the unit rate(s) specified herein. Only this service that is specifically authorized by the County as documented by the Social Services Department will be reimbursable. Th 1 s s ervice will be provided by the Contractor in accordance with DOEA definitions/specification, by agencies that hold necessary licenses, and by individual workers qualified to, perform such services as detailed in the most recent version of the P'lorida Department of Elder Affairs (DOEA), and in accordance with the Agency for Health Care Administration (AFICA)guidelines as required and any subsequent modifications thereto, B. The service the Contractor will provide under these terms and conditions are: Fa c i I i t y-based respite care as defined by DOEA Handbook, and AHCA guidelines as noted above and any subsequent revisions thereto. C, The Contractor will provide services during the term of this contract for the unit rates as agreed upon and that follow: $1 0.00/unit/one hour for service. As per the most recent version of the DOEA Handbook, and AHCA guidelines, one hour of actual client attendance at the facility is one unit of facility-based respite, Actual client attendance is defined as the time between the client's arrival at the facility and the time of departure from the facility. Time spent in transit to the facillity is not counted in the daily attendance. A daily attendance log with time in and time out shall be maintained. The number of Units of services performed for each client must be pre-authorized by the County in accordance with the Activity Plan. 2 CN 'Tranquility Bay Adult Day Care (Key Largo) Agreement #TB-24-25 D. The Contractor will provide the service detailed in "B" above for the unit rate agreed upon in "C" above in the geographic area detailed in "A" above. E. The Contractor will in all, cases provide service within the tirneframes agreed upon in the Activity Plan, required by the most recent version of the Florida Departillent of Elder Aff airs (DC EA) Handbook and AIICA guidelines as noted above and any subsequent revisions thereto. The Contractor agrees that Monroe County Social Services will designate representatives to visit the Contractor's facility(ies) periodically to conduct random open file evaluations and/or other contract monitoring activities during the Contractor's non-nal business hours. 1'. The Contractor has, and shall maintain throughout the term of this contract, appropriate licenses and approvals required to conduct its business, and that it will at all tunes conduct its business activities in a reputable manner. Proof Of Such licenses and approvals shall be Submitted to the County annually and upon request. (31. The Contractor must maintain approval status from the Alliance for Aging, Inc., as a. Medicaid Waiver Provider of Choice, if applicable, 6, CONTRACTOR'S FINANCIAL RECORDS Contractor shall maintain all books, records, and documents directly pertinent to performance tinder this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public: records purposes during the term of the Agreement and for six years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for or purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS,running from the date the monies,were paid to Conti-actor. 7. PUBLIC ACCESS Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and pen-nit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter H 9, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall,as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: 3 CN CN Tranquility Bay Adult Day Care (Key Largo) Agreement #TB-24-25 (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County, (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the COLII`Ity. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470 8. IND EMNIFICATION/HOLD HARMLESS Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the County and the County's elected and appointed offices, and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, sub-contractors or other invitees during the term of this Agreement, (13) the negligence or willful misconduct of Contractor or any of its employees, agents, sub- contractors or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, cost or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents,, or invitees (other than Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, cost or 4 CN Tranquility Bay Adult Day Care (Key Largo) Agreement #TB-24-25 expenses relate to events or circurnstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. Prior to execution of this, agreement, the contractor shall furnish the Owner Certificates of Insurance indicating the minimum coverage limitations as indicated by an "'X" on the attached forms identified as INSCKLST 1-5, as further detailed on forms WCI, GLI, and VL2, each attached hereto and incorporated as part of this contract document, and all other requirements found to be in the best interest of Monroe County as may be imposed by the Monroe County Risk Management Department, Non-Waiver of Immunity. Notwithstanding the Provisions of See. 768.28, Florida Statutes, the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 9. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement the Contractor is all independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find the Contractor or any of his employees, contractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 10. NONDISCRIMINATION County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681- 1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s, 794) which prohibits, discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975. as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age, 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92m255), 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 Set-vice 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) Monroe County Code Ch. 13, Art. VI, 5 CN Tranquility Bay Adult Day Care (Key Largo) Agreement #TB-24-25 prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and I I) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement, 11. ASS IGNMENT/SUBCONTRACT The Contractor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement, Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board, 12. COMPLIANCE WITH LAW In providing all services/goods pursuant to this agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of' written notice of termination to the contractor. The contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this contract. Contractor shall use the Department of Homeland Security's E-verity system to verify the employment eligibility of all new employees hired during the contract term pursuant to this agreement. 13. SUPPORT TO THE DEAF OR HARD-OF-HEARING a. The contractor shall comply with section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as implemented by 45 C.F.R. Part 84 (hereinafter referred to as Section 504) and the American with Disabilities Act of 1990, 42 U.S.C. 12131, as implemented by 28 C.F.R. Part 35 (hereinafter referred to as ADA). b. The contractor shall if it employs 15 or more employees, designate a Single-Point-of- Contact (one per finer) to ensure effective communication with deaf or hard-of hearing clients or companions andlor caregivers in accordance with Section 504 and the ADA. The narne and contact information for the contractors Single-Point-of-Contact shall be furnished to Monroe County within 14 calendar days of the effective date of this requirement. C. The Single-Point-of-Contract shall ensure that employees are aware of the requirements., roles & responsibilities, and contact points associated compliance with Section 504 and the ADA. Further,employees of the contractor shall attest in writing that they are familiar with the requirement of Section 504 and the ADA. This attestation shall be maintained in the employee's personnel file. d, The contractor's Single-Point-of-Contract will ensure that conspicuous Notices which provide information about the availability of appropriate auxiliary aids and services at no- cost to the deaf or hard-of-hearing clients or companions andlor caregivers are posted near where people enter or are admitted within the agent locations. Such Notices must be posted inu-nediately. The approved Notice can be downloaded through the Internet at: 6 LO CN Tranquility Bay Adult Day Care (Key Largo) Agreement #TB-24-25 http://www.def.state.fl.us/admin/ig/eivflrights.shtmi. The contractor shall document the customer's or companion's andJor caregiver's preferred method of communication and any requested auxiliary aids/services provided in the client's record. Documentation, with supporting justification, must also be made if any request was not honored. The contractor shall submit Compliance Reports monthly, not later than the Ist day of each month, to the Monroe County Social Services Compliance Manager. 14. DISCLOSURE AND CONFLICT OF INTEREST The Contractor represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. H 2.311, et. seq., Florida Statutes. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding,, but not limited to, solicitation Or' acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Upon execution of this contract, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all programs in Monroe County which the Contractor sponsors, endorses, recommends, supervises, or requires for counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or fine, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 15. NO PLEDGE OF CREDIT The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 16, NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: 7 cfl CN Tranquility Bay Adult Day Care (Key ILargo) Agreement #TB-24-25 FOR COUNTY. Monroe County and County Attorney Sheryl Graham, Sr. Director I I 11 12"'Street Suite 408 1100 Simonton Street 2-257 Key West, FL. 33040 Key West, FL. 33040 305-292-3470 305-292-4510 FOR CONTRACTOR: Tranquility Bay Adult Day Care of Key Largo, CORP Lucy Cruz,President 100980 Overseas Highway KeyLargo,FL33037, 786-261-4963 17, TAXES The County is exempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is the Contractor authorized to use the County's Tax Exemption Number in securing such materials. Tile Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 18. TERMINATION The County may terminate this contract for cause with seven (7) days' notice to the contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations under this contract. Either of the parties hereto may terminate this contract without cause by giving the other party sixty(60)days written notice of its intention to do so. 19. GOVERNfNG,.LAW,VENUE,,INTERPR.E'TATION COSTS,AND FEES A. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be perfon-ned entirely in the State. B. In the event any cause of`action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, County and Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County. C. The County and Contractor agree in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding, D. Severability. If any term, covenant, condition, or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, 8 ti CN Tranquility Bay Adult Day Care (Key Largo) Agreement #TB-24-25 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 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 accomplishimin of the original intent of this Agreement. The County and Contractor agree to reforra the: Agreement to replace any stricken provision with a valid provision that cornes as c➢ose as possible to the intent of the stricken Provision. E. Attorney's Fees and Costs,. The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. ➢Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. F. Adjudication of Disputes or Disagreements, County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the: parties. If 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 pat-ties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. G. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedirigs related to this Agreement. 20. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective ➢egal representatives, successors, and assigns. 21, AUTHORITY Each party represents and wan-ants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 22. CLAIMS FOR FEDERAL OR STATE AID Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, 9 00 CN Tranquility Bay Adult Day Care (Key Largo) Agreement #TB-24-25 requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 23. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 24. LEGAL OBLIGATIONS AND RFSPONSIBILITIES 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. 25. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terins, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlemcnts, or benefits Linder this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 26. ATTESTATIONS Contractor agrees to execute such documents as the County may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, a Drug-Free Workplace Statement and a Vendor Certification Regarding Scrutinized Companies. 27. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent, or employee of Monroe County in his or her individual capacity, and no mernber, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 28. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the patties hereto may execute this Agreement by signing any such counterpart. 10 CN Tranquility Bay Adult D�ay Care (Key Largo) Agreement #TB-24-25 29. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement, 30. PROVISIONS REQUIRED BY FEDERAL LAW, 2 CFR part 200. A. Equal Employment Opportunity,,No Discrimination Provisions: CONTRACTOR and COUNTY agree that there will be no discrimination against any pet-soil, 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 oil the part of any party, effective the date of the court order. CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 19�72, 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 oil 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 Treatnient 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; 9)Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of,this Agreement. During the performance of this Agreement, the CONTRACTOR, in accordance with Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41C.F.R. Part 60 (Office of Federal Contract Compliance Programs,Equal Employment Opportunity,Department of Labor). See 2 C.F.R. Part 200,Appendix 11,11 C, agrees as follows: I) The contractor will not discriminate against any employee or applicant for employment because of race, color,religion,sex, sexual orientation, gender identity,or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color,religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be 11 C) CN M Tranquility Bay Adult Daly Care (Key Largo) CN Agreement #TB-24-25 limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause, 2) The contractor will, in all solicitations or advertisements for eiriployees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because Such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge,in furtherance of an investigation,proceeding,hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information, 4) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 20,2 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules,, regulations,and relevant orders of the Secretary of Labor. 6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965,and by the rules,regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders, 7) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as,otherwise provided by law. 12 V_ CN M CN Tranquility Bay Adult Day Care (Key Largo) Agreement #TB-24-25 The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance; provided, however, that in the event a contractor becomes involved in,or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States. 31. OTHER FEDERAL CONTRACT REQUIREMENT'S The Contractor and its, subcontractors must follow the provisions, as applicable, as set forth in Appendix 11 to I C.F.R. Part 200, as amended, including but not limited to: A. Davis-Bacon Act, as amended (40 U.S.C. §§3141-3148). When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and 'Transit Security Grant Program, all prime construction contracts in excess of$2,0)00 awarded by noon-Federal entities must comply with the Davis-Bacon Act (40 U.S.C. §§3141-3144, and §§3146-3148) as supplemented by Department of Labor regulations(29 CFR Part 5,"Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). III accordance with the statute,contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. III addition, contractors must be required to pay wages not less than once a week. If applicable,the COUNTY must place a current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination.The COUNTY must report all suspected or reported violations to the Federal awarding agency. When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program (it does not apply to other FEMA grant and cooperative agreement programs, including the Public Assistance Program), the contractors must also comply with the Copeland"Anti-Kickback"Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). As required by the Act, each contractor or subreciplent is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The COUNTY must report all suspected or reported violations to the Federal awarding agency. I) Contractor. The contractor shall comply with IS U.S.C. § 874,40 U.S.C. § 3145, and the requirements of 29 C,F,R.pt. 3 as may be applicable,which are incorporated by reference into this contract. 13 CN CN M CN TrainquHity Bay Adult Day Care (Key Largo) Agreement #TB-24-25 2) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. 3) Breach, A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. B. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, which includes all FEMA grant and cooperative agreement programs, all contracts awarded by the COUNTY in excess of$100,000 that involve the employment of mechanics or laborers must comply with 40 U.S.C.§§ 3702 and 3704, as supplemented by Department of' Labor regulations (29 CFR Part 5). Under 40 U.S.C; §3702 of the Act, each contractor must compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half tirries, the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of' 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary,hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. C. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties,assignment or performance:of experimental,developmental, or research work Linder that"funding agreement,"the recipient or subrec�ipient must comply with the:requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency, D. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387), Contractor agrees to comply with all applicable:standards,orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C, §§1251-1387) and will report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). The Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), as amended—applics to Contracts and subgrants of amounts in excess of$150,000,. E. Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award(see 2 CFR 180.220)must not be►made to parties listed on the governmentwide exclusions in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549(3 CFR part 1986 Comp.,p. 189)and 12689(3 CFR 14 M CN M CN Tranquility Bay Adult Day Care (Key Largo) Agreement #TB-24-25 part 1989 Cornp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. F. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any pet-son or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress,officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U S.C. 1352, Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier-to-tier Lip to the non-Federal award. G. Compliance with Procurement of recovered materials as set forth in 2 CFR § 200,322, CONTRACTOR must comply with section 6002 of the Solid Waste disposal Act, as amended, by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA)at 40,CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000�; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. IL Americans with Disabilities Act of 1990, as amended (ADA) — The CONTRACTOR will comply with al] the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder,and the assurance by the CONTRACTOR pursuant thereto. 1.Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the COUNTY that DBEs, as defined in 49 C,F,R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement.The COUNT and its CONTRACTOR agree to ensure that DB,E's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with 2 C.F.R. § 20!0.321(as set forth in detail below), applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts, The, COUNTY and the CONTRACTOR and subcontractors shall not discriminate on the basis of race,color,national origin or sex in the award and performance of contracts,entered pursuant to this Agreement. 2 C.F.R. § 200.321 CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS I If the CONTRACTOR, with the funds authorized by this Agreement, seeks to 15 Iq CN M CN Tranquillity Bay ►adult Day Care (Key Largo) Agreement #TB-24-25 subcontract goods or services, then,in accordance with 2 C.E.R. §20032 1, the CONTRACTOR shall take the following affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever possible. 2. Affirmative steps must include: a) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; b) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; C) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; d) Establishing delivery schedules,where the requirement permits,which encourage participation by small and minority businesses, and women's business enterprises; e) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. f) Requiring the Prime contractor,if subcontractor are to be let,to take the affirmative steps listed in paragraph (a) through (f)of this section. J. The Contractor shall utilize the U.S, Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department offlorneland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Subcontractor during the Contract terra. 32. MUTUAL REVIEW This agreement has been carefully reviewed by the Contractor and the County. Therefore, this agreement is not to be construed against any party on the basis of authorship. 16 LO CN m CN Tranquility Bay Adult Day Care (Key Largo) Agreement #TB-24-25 IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first written above in four (4) counterparts, each of which shall, without proof or accounting far the other counterparts,be deemed at) original contract. (SEAL,) BOARD OF COUNTY COMMISSIONERS ATTES'I': KEVIN MADOK OF MONROE COUNTY, F1.,ORJDA. By:______ By: As Deputy Clerk Mayor/Chairman Tranquility Bay Adult Day Care X, 6rm"40E COUNTY AT'rOnNEY A�tl"PIAOVE� 6 Am Lucy y CrLZ, -e PP By: ASSTAZ UNTYAITORNEY Date 7/1/24 Date� 17 ACOR" CERTIFICATE OF LIABILITY INSURANCE F DATE(MM/DD/YYYY) 07/02/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: AILYN BEDOYA ONE Sebanda Insurance Corp A .No, o Ext: (305)665-0016 'C No): (888)979-8772 6401 Bird Road E-MAIL-ADDRESS: -MAILADDRESS: info@sebandainsurance.com INSURER(S)AFFORDING COVERAGE NAIC# MIAMI FL 33155-4825 INSDRERA: NAUTILUS INS CO 17370 INSURED INSURERB: PROGRESSIVE EXPRESS INS CO 10193 TRANQUILITY BAY ADULT DAY CARE CORP INSURER 100980 Overseas Hwy INSURER D INSURER E Key Largo FL 33037 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1 000 000 CLAIMS-MADEENTED OCCUR PREM SA'EESOEa occurrence) $ 100 000 MED EXP(Any one person) $ 5 000 A Y TKHKH-Z 10/18/2023 10/18/2024 PERSONAL&ADV INJURY $ 1 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2 000 000 X POLICY❑ PRO- JECT ❑ LOC PRODUCTS-COMP/OPAGG $ INCLUDED OTHER: BI/PD DEDC $ 500 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 300 000 Ea accident ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED Y 04188365 10/19/2023 10/19/2024 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident P.I.P $ 10 000 UMBRELLA LIAB OCCUR APPROVED BY RISK MANAGEMENT EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE BY, +«�' x „ ". AGGREGATE $ DED RETENTION$ DATE $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY WAIVER N/A—YES— STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Each Event: 100 000 A Sexual Abuse Or Molestation TKHKH-Z 10/18/2023 10/18/2024 Aggregate 300 000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Scheduled Vehicles 2018 Ford T-350 Transit W 1 FBVU4XM6JKA50843 MONROE COUNTY IS NAMED AS AN ADDOTIONAL INSURED IN RESPECTS TO THE GENERAL LIABILITY AND AUTOMOBILE LIABILITY CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. MONROE COUNTY BOCC AUTHORIZED REPRESENTATIVE 1100 SIMONTON STRRET KEY WEST FL 33040 i ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 2326