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Item C18 C18 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 August 21, 2024 Agenda Item Number: C 18 2023-2825 BULK ITEM: Yes DEPARTMENT: Social Services TIME APPROXIMATE: STAFF CONTACT: Sheryl Graham N/A AGENDA ITEM WORDING: Approval of Agreement#TBMAR 24-25 between Tranquility Bay Adult Day Care Corp (Marathon) and Monroe County Board of County Commissioners/Monroe County Social Services In-Home Program to provide facility-based respite services to elderly and disabled citizens residing throughout Monroe County for the contract period of 09/01/2024 - 08/31/2025. 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 Corp (Marathon) in Monroe County 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 Tranquility Bay and either the family member or the provider provides transportation to the physical location. Tranquility Bay is the only service provider geographically located in the service area that is licensed to provide Facility-Based Respite and Caregiver Services making them the sole source available for this service. PREVIOUS RELEVANT BOCC ACTION: BOCC Approved Agreement#TBMAR 23-24 on 10/18/2023. INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: 570 CERTIFICATE OF LIABILITY INSURANCE.pdf BACK UP C30_Tranquility Bay Adult Day Care.pdf WC LETTER TBADCC waiver.pdf 202408131010.pdf FINANCIAL IMPACT: N/A 571 ACOR" CERTIFICATE OF LIABILITY INSURANCE F DATE(MM/DD/YYYY) 07/25/2024 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 Sebanda Insurance Corp A/CNNo Ext: (305)665-0016 plc No): (888)979-8772 6401 Bird Road E-MAIL-ADDRESS: -MAILADDRESS: C info sebandainsurance.com INSURER(S)AFFORDING COVERAGE NAIC# MIAMI FL 33155-4825 INSURERA: NAUTILUS INS CO 17370 INSURED INSURERB: Progressive Express Insurance Company 10193 TRANQUILITY BAY ADULT DAY CARE OF MARATHON, CORE INSURERC: 11524 overseas Hwy suite 3 INSURER D 7 INSURER E: Marathon FL 33050 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 MMIDD/YYY MMIDD/YYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 300 000 DAM CLAIMS-MADE1:1 OCCUR P R E MA SESOEa occurrDence $ 100000 MED EXP(Any one person) $ 5 000 A X UZIHK-P 07/26/2024 07/26/2025 PERSONAL&ADV INJURY $ 300000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 600 000 POLICY❑ PRO JECT ❑ LOC PRODUCTS-COMP/OPAGG $ INCLUDED OTHER I $ AUTOMOBILE LIABILITY (CEO MBINED SINGLE LIMIT Ma ident $ 300 000 cc ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED N N 973922518 09/29/2023 09/29/2024 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 EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) MONROE COUNTY IS NAMED AS AN ADDOTIONAL INSURED IN RESPECTS TO THE GENERAL 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(2016/03) The ACORD name and logo are registered marks of ACORD 572 GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: October 27, 2023 TO: Sheryl Graham, Director Social Services ATTN: Lourdes Francis, Administrator Social Services Kim Wilkes Wean, Sr. Administrator Social Services FROM: Liz Yongue, Deputy Clerk SUBJECT: October 18, 2023 BOCC Meeting The following item has been executed and added to the record: C30 Agreement between Tranquility Bay Adult Day Care Corp (Marathon) and Monroe County to provide Facility-Based Respite Services to elderly and disabled citizens residing throughout Monroe County for the contract period of 09/01/2023-08/31/2024. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney 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 573 Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 23-24 'FILIS A(3REEMEXF, made and entered into this 18th day of__October 2023 by and between MONROF' COI 6 NTY, FLORIDA,/Monroe (I olinty, Board of County ("otiiaiiissiotieis/Nii)i�iN oe CoUllty Social Services a p0litiCal subdivision of the State of Florida (hereinafter called the -Owner" or "County"), and Tranquility Bay AdUlt Day Care Corp (Contractor), 'will"'pal , S. the County provides Services to tile elderly and disabled residing through(RIt Monroe County; and '"MFRI"AS, for the pLIrpOSCs of this agreement, the County receives funding firorn the Alliance for Aging, Inc., and the Monroe County, Board of' County C I otm-nissioners/Monroc Colinty, Social Services i n o r d e r t o p r o v i d e t 11 e s e paartic u I a r senior s p c c I fi c services (" o u n t y %v i d e , and NVI'll"RFAS, tile County has provided Services to assist the vulnerable elderly and/or disabled residents to remain in their homes and maintain independence f'()r over 30 years; and WFll,,'RF'AS, the County desires to contract, for Facility-Based Respite Services to ensnare that SUCII SCITiCeS are available thI-OUghOUI the (..'0UIII)', and Wl IFRIAS, Tranquility Bay Adult Day ('are Corp is qUalified and desires to provide specific ServlcM "A IFRVAS, Contractor provides services oil site at their physical IOCati011 "IliCh IT(11.61VS clients he transported to the location for services, and (..'otltractor is the only service provider. g,!eographically located in the service area that call provide these t'acility-based respite and caregiver service,.,, nizilking it the sole source available for services: and NOW in consideration Of thC 111MU81 Coveriarits and provisions contained herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set fiorth, mutually agree as follow: 1. 11 II-'-('ON'l RM,I I The contract between the O%vner and the Contractor, of which this agrcement is as part, consists of the contract documents. which are as t'ollows: ']'his agreement and any amendments executed lay the parties hereafter, and all reqUired insurance doCUrnentatiOn. Ill the CVCrlt Of as discrepancy bae ,,seen the docurnents, precedence, shall be determined by (lie order of the doeLlinerits aISJL[St listed. 2. �SCOIIF' OFT HL" WORK The Contractor Shall Provide F'acility Based Respite Services For the COLIAlty, SpeCifiCa.11V ill Marathon.I.-Flo.rida, The Contractor warrants that it is authorized by law to engage in tile performance of the activities herein, described, subJect to time ternis and conditions set forth in these contract documents. The provider shall at all tirnes exercise independelit, professional Judgment and shall assurne prollessional responsibility for the services to be provided. Contractor, shall provide services using the follovving standards, as a IllillifflUrn reqUirerrient: 574 Tranquility Bay Adult Daly Care Corp (Marathon) Agreement #TBMAR 23-24 The C.'ontractor shall maintain adequate staff-ing levels to provide the services required under this contract. B. '"file Contractor's personnel shall not be employees ofthe Monroe Cl ounty Board of' ('01111tv ("0111 Ill iSSiOnerS, C, All personnel engaged ]if performing services under this contract :hall be fully qualified, Level 11 backgrOUnd Screened and. if' required, be authorized or perrniaccl under State and local law to perforin SUCh Services. The Contractor shall stibinit to (lie C'otuity a weekly invoice. with supporting docurnentation acceptable to the Clerk. Acceptability to the Clerk is basc(l on generally accepted accounting principles and SUCh lwvs, rules, and rquilations as may govern the Clerk's d iSbUrserne fit of funds, B, Upon Monroe County's receipt Aod dl0rOUJ!h rC'View and processing of'said invoices. thc Monroe County Clerk's Office shall SUbInit payrrient 'to the C0111raCtor in accordance with tile Florida Prompt Payment Act. ( , County's perlorniancle and obligation to I)aN: Under this agreement, is contingent upon annual a,Ippropriatioll lacy. the Alliance I'm- Aging, Inc., and the N10111-0C C'01,111ty HOW'd Of Commissioners. -1, FFRM QF'CONTRACT The terni of this contract is 1,of, one (I) year, coin mencing on Septembei- 1 2023 and on The County shall have tlic option to renew annually, for the same service rate, this Ag,reennent at its sole discretion. 1 ,5, (,'(..)N-I'RA(:TOR'S RESK)NSIBILITIES The Contractor will perfbrni only lifthorimi Facility-based' Respite at Tranquility Bay .Adult Day Care Corp at 11524 for the unit rate(s) specified herein, 0�nly this service that is specifically authorized by the COUnty aS (IOCUIllented by the Social Services 1.)epartment will, be reinibUrsable. T If i s s ervice will be provided by, the Contractor in accordance with I_X*'A definitions/spceification, by agencies that hold necessary ficlenses, and by individual xvorkers qUalified to perform such services as detailed in [lie niost recent version of the' Noricla DeParlynem ol'Ekki- 4ffiiirs (DOEA) Iltmelbook. B, The set-vice the Contractor will fIrOVide Under these terms and conditions is: Facif iti—based respite care as defined by 1.)OP.A lkwlhook, C. The Contractor will provide services during t1le terril ofthis contract for the unit rates as 21greCd UI)On and that 1`01low: $10.00/unit/one hour for service. As per the most recent version of the DOEII 11(11,111book, one hour of actual client attendance at the fticility is one unit of fiacility-based respite. Actual client attendance is defined as the time between the client's arrival at the 2 575 Tranquillity Bay Adult Day Care Corp (Marathon) Agreement #TBMIAR 23-24 facility and the time ot'departUre, from tile facility, 'I'inle ;petit in transit to or from the facility, is not counted in the daily attendance, A daily attendance log Nvith funding source, service provided, tinge in and time out, client printed name. and client signature, shall be maintained. The number Of UrlitS Of services perforined fear each client must be prC-aUthOriZCd by the County in accordance with the Activity [)Ian. D The Contractor will provide the service detailed in 5 ,13 above for the Unit rate agreed upon ill 5 . C above in the geographic area detailed in 5.1\ above. I"I. The Contractor will in al:l cases provide service within the finietrarnes agreed upon in the Activity plan. l'e(jLlirCd by the most recent version oftlie IYorOa Del,?a)-tmeni q/ Elcler 4.ffiars WOL,0 Hantlbook. The Contractor agrees that Monroc County Social Services will designate representatives to visit the Contractor's facility(ics) periodically to conduct riindotri open, file evaluations and/or other contract monitoring activities dUring the Contractor's normal business hours, I''. Hie Contractor has, and shall I'llainlain throughout the, tercel of this COlItt"cid, appropriate licenses and approvals required tOCOMILICt 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 County annually and upon request. (1. T11C ('011tNiCtOr 111LIS1 o1clintain approval status from, the Alliaance for Aging. hic., as a Medicaid Waiver Provider of'Clioice, ifapplicable. 6. CONTRACTOWS FINANCIAL, RFCORDS ..............., (.'oiiti'act(-.)r shall maintain all books. records, and documents directly pertinent to performance under this Agreement ill accordance with generally accepted accounting princillles consistently, applied. Records shall he retained for a period of'six years from the termination of"lifis agreement or fior a period oaf three years from tile submission of the final expenditure report as per 2 CFR §200.333, wvhichevcr is greater. Each party to this Agreement 01, their authorized representatives shall have reasonable and timely access to such records of' each other party to this Agreement for public records pUl'pOSCS during tile [Crin OJAIC Agreement and for six years following the termination of this Agreement, If all aLiditor elliployed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement Were spent f0l° pUrpOScs not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated PLINUant to Sec. 55.011, FS, 111-0111 tile date the monies were paid to Contractor, PLJBLIC ACCESS Contractor 111LISt COIllply With Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I Of tile C011StitUtiOn of Florida. '"File County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, recorcls, papers, letters or other "PUbhe record" materials in its POSSCSSi011 Or Under its control subJect to the provisions of Chapter H 9, Florida Statutes, and oracle or received by the COLUlty' and Contractor ill conjunction with this contract and related to contract pertbrmance. The County, shall have the right to U11i I atercilly cancel this contract upon violation of this provision by tile Contractor. Failure of the 3 576 Tranquility Bay Ad:ult Day Care Corp (Marathon) Agreement #TBMAR 23-24 (2ontractor to abide by the tertlis ofthis provision shall be deemed it material breach ofthis contract and tile COLInty may enforce tile terms of this provision in tile 1101111 Ofa court proceeding and shall. as as prevailing party, be entitled to reirribursernent 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. PLU'Stlant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is reqUired to: (1) Keep and maintain public records (fiat would be required by the COUnty to perform tile service. (2) Upon receipt front the CountN,'s custodian of records, provide the County with as copy ot'the requested records or allmN the records to be inspected or coplect \vithiri ,,,I reasonable tinie at as cost that does not exceed the cost provided ire this chapter or as otherwise provided by lakv% (3) Frisaire that public records that are, exempt (V cOnfictcritial and exempt firont public records diSCIOSUrC, requirernents are not disclosed except as authorized by ]a\,\, for the duration of`the contract terin and following completion of the contract if"the contractor does not transJ6- (lie records to tile County. (4) Upon cornpletion of`the contract, transl r, at 110 Cost, to (Ile COUnly all public records in possession ofthe C I ontractor or keep and maintain public records that WOUld be IV(JUircd by (lie Count),- to perform the service. If(lie Contractor transfers all public records to tile COL.111(y UP011 C0111PICtion 01' tile contract, the Contractor shalt destroy any duplicate public records that are exempt or confidential and excitipt fi.0111 public reCORIS diSCIOSU1`e requirements, Ifthe Contractor keeps and maintains public records upon completion of'thc contract, tile Contractor shall nice( all applicable re(JUirenients for retaining public records. All records stored electronically must be provided to tile COUnty, Upon reqLICSt from the COL1111),"S custodian or records, in as format that is conipatiffle with the intbruilation techriology systems ofthe County. (5) A request to inspect or copy public records relating to as COLH'It)l contract must be niade directly to the County, hin it' the County does ]lot I)OSSeSS tile rC+1CStCd 1-CCOrdS. tile ('01111ty shall I hintlediately notil'Y' tile Contractor of tile request, and the Contractor must provide the records to the County or ally: v the records to be inspected or copied evithin a reasonable time, IF' THE CONTRACTOR HAS QUII'S"HONS RFGARDING TIIL' APPLIC'MION OF S, ft) ']"Ill; (11APT11:R 1 19, FLORIDA STATUTE Rl"CORDS RELMIN(i TO THIS ONTRACT, CONT'ACT THE' CUSTODIAN OF PuB11C R f X11 ORDS, BRIAN BRADLEY, AT (305) 292-3470 or -hrikffl 0 s,w 8. IN.1)1-'MNIIaICA'I'ION/1101,,I.) HARMLESS Notwithstanding any Ininin'111111 insurance re(lllirenlentS prescribe([ elsewhere in this agreetrient, Contractor shall defend, indemnify and hold tile County and the COLIntyS elected and appointed offices, and employees harmless from and against (i) tiny claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type 01' it.iUry (including death), loss, darnage, title, penalty or business interruption, and 4 577 Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TB R 23-24 (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 crnplo),ees, agents, sub-contractors or other Invitees clUritig the W1111 of this Agreement, (13) the negligence or willful miscotiduct of Coritracicir or any of its employees. agents, SUb- contractors or other invitees. or (C) Cojitractor's, default in respect of an.y of the obligations that it Undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action., litigation, procecditigs, cost or expenses arise ftom the intentional or sole negligent acts or omissions of the (:"aunty or any of' its employees, agents, or invitees (other than Contractor), Insofiar as tile claims, actions, causes of action. litigation, proceedings, cost or experises, relate to events or circurnstariccs that occur cluring the term of this Agreement, this Section WHI SLU'ViNT tile expiration, of the tertii of' this Agreement or art), earlier termination of this Agreenictit. Prior to eXCCLIti011 Of' this Rgreenient, the c(mitractor shall fUrDiSh tile 0%vner Cerlificates of Insurance indicating the miriinitim coverage limitatioris as indicated by an -V oil tile attached forms identified ais JNS('KLST 1-5, as further detailed oil forms WC], GLI, and VL2. each attached hereto and incorporated as part of this contract doctiment, and all other I-CCILlil-C111CIAS found to be, in the best interest ofMonroe ('0LInty as may be imposed by tile Mojjr(�Ee ount y Risk Management Departniew. Non-Waiver of Immunity. Notvviths(anding the provisions of Scc. 768.28, Fic:)rida Statutes, tile participation Of' the ("OUnty and the Contractor in this Agreement and the acquisition of' any commercial liability insurance COVel"cigC, sell`-inAlrarice coverage, or local govertiment liability insurance pool coverage shall not be deemed a waiver of' mirminity to tile extent of liability coverage. nor shall airy contract entered into by the County be recluired to conumn ally provision for aiVrer. I -)NTRA( VOR 'N"At 1)'Fill"''N ")EN'F(( alf tinies and for all j)UI-l)0SeS this agreement the Contractor is an indepe�rtdcrtt cotitractor and not an employee of the Monroe Comity Board of County Commisslotiers, No statement contained in this agreenierit shall be construed so cis to find the Contractor Or any of his employees, contractors, Servants, of, agents to be employees espy the M o ri r o e C' c) it ii t y Board of County Coninlissiollers. 10. NONDISCRIMINATION COUIlty and C''ontractor agree that there Nvill lie tic) discrimination against any Person. and it is expressly Understood that LIPOII at determination by as court of competent jurisdictimi that discrimination has occurred, this Agreenient automatically terminates WithOLIt any further iction cart the part of' any party, effective tile date of the COUrt order. Coritractor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relatirig to nondiscriminatiori, These include, but are not limited to: I ) Title VI of the Civil Rights Act of' 1964 (PI, 88-352) which prohibits discriniiiiatioil on the basis of race, color or iiatiorial origin; 2) Titie IX of the Hucation Anierich-nent of 1972, as amended (20 USC ss. 1681- 1683, and 16,85- 1686), which prohibits discrit-nination can the basis of sex; 3) Section, 504 of tile Rehabilitation Act of 1973., as amended (20 USC s. 794) which prohibits discriminatiori on tile basis of disability; 4) The Age Discrimination Act of 1975, As amended (42 USC ss. 6101- 6107) which 5 578 Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 23-24 prohibits discrimination on the basis of age; 5) J lie Drug AbUSe Office and Treatment Act of 1972 (111, 9,2-255), as amended, relating to nondiscrimination on the basis of drug abusc; 6) The Comprehensivc Alcohol Abuse and Alcoholism Prevention, "Freatniern and Rehabilitation Act of* 1970 (PI, 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcollolisin; 7) 'File PUbHC Health Service Act of' 1912, ss. 523 ,,Ind 527 (42 USC ss. 690dd-3 and 290ec-3), as, amended, relating to confidentiality of alcohol arid drUg abuse patient records; 8) Title Fill of the Civil Rights Act of 1968 (42 USC s, et seq.), as arnerided, relating to nondiscrimination in the sale, rental or financing of housing; 9) 'file Americans with Disabilities Act of 1990 (42 USC s, 12�01 Note), as maybe amended from Beale to tillie, relating to nondiscrimination on the basis of' disabili(y; 10) Morlr( e -'01111ty Code Ch. 13, Art. VI. proh i bi(i rig discrimination on the bases of' race, color. sex. religion, disability, national origin, ancestry, sexual orientation, gender identify or expression, Carnilial stalus or age, and I I Ally other nondiscrimination provisions In any Federal or state statutes which may apply to the parties to, or [lie subject matter of, this Agreement, 11, ASS IGN MFNT/SI J IR"ONI"R ACT ............. I'll o (I ontractor shall not assign or subcontract its obligations under this agreement, except In %N'riting and Xvith the Prior written approval of' the M o ri r o e ( o or n ty Board 01' C'Offlny, Commissioners which approval shall be SUb,ject it) such conditions air(,] provisions as the Board may decrol necessary, This Paragraph shall be incorporated 1)), reference into any assignmeat or subcontract and any assignee 01� SLII)COiltractor shall comply with all of the provisions of this agreelnent. Unless cxpressly° provided fi,-)r therein, such aptirmal shall in no rflanncror event be deemed to impose any additional obligation U11011 the 1-,)oard, 12, COMPLIANCU" WITH LAW Ili providing all services goods I)LU-SUcIllt to this, agreement, (lie Contractor shall abide by all StatUtes, Ordin'MICC-S. rUics and regulations pertaining to, or regulating the provisions of, such services, inClUding tIlOSC new in effect and hereinafler adopted, Any etiolation of said statutes, ordinances, rules and rcgulations shall C0nStitUtC 8 RIII(Crial breach of this aigreement and shall entitle the Board to terminate this contract in"Iniediately upon delivery of written notice of' termination to the contractor, The contractor shall possess Proper licenses to perform work in accordance with these specifications tllr0Ugb0Ut tire term of this contract, Contractor shall USC [lie Department of Homeland Security's 1,,'-verilysystem to verify , the empIclyrilent eligibility of' all liew ernployces hired during the contract term purstrant to this agree ITICIlt. 13� -S.-UPPORT TQj.jJF'-QEAF OR I 1ARD-01,41FARING a. The contractor shall corriply with section 504 oftf-re Rehabilitation Act of1973, 29 tJ.S,C, 794, as, irripleiiiented by 45 (I 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 218 C.FR Part 35 (frereillafter referred to as ADA). b. The contractor shall it' it employs 15 or more employees. designate as 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 calendar days of the effective date of this requirement, 6 579 Tranquility Bay Adult D�ay Care Co rp (Miarathon) Agreement #TBMAR 23,-24 c. The Single-Point-of Contact shall ensure that employees are aware of the requirenicrits, roles & rr sponsibilities. arid contact points associated compliance %vilh Section 50,4 and the ADD, further, employees of the contractor shall attest in writing that tile), are t'arnihar m(ith the requirement of' Section 504 art([ tile ADA, This attestation shall be maintained in the employee's personnel file. d. 'The contractor's Single-POillt-Of-Contact will cristire that C011SI)iCUOUs Notices which provide information about tile availability of appropriate ml.Xiliary aids and services at no- cost to the dcafor hard-ol'-licaring clients or coinpartions and/or caregivers are posted near where people enter or are admitted within the agent 10CatiOrIS, SUCh Notices MUSt be I)osted immediately. Fhe approved Notice CICIII be do\vriloaded through the Internet at: the COrItrildOr shall (10CUIllent the ctistorner's or companion"s and/or caregiver s prefcrred method of corruntinication and any requested aUXiliary ai&services provided in the client's record, DOCUMCIltall0l], NVith SUI)I)Orting justi6cation, MUSt alsau be made ifany request was not honored. The CO11t111Ct0r` shall SLIbMi( COnipliance Reports monthly, not later than the I" day, of each month, to tile Monroe COLUlty Social Services Compliance Manager. it'applicable, 14, DIS4.j.0StjRI` ANL) CON11ACT OF IN'l L°'Rf.'ST 'file Contractor represents that it, its directors, principles. and emptoyecs, presently have no interest and shall acquire no interest, either direct or indirect, Which would Conflict in aany manner with the perforni,ance of set-vices I-CLILlired by this contract, as provided in Sect. 112.3 11, ct. seq.. Florida StatUICS. COUnty agrees that officers and employees of the Count), recognize and will be required to Comply with the standards of' conduct for I)Ubfic officers and employees as delineated in Section 112.313, Florida Statutes, regarding. but not limited to, solicitation or acceptance of gifts; doilig business with one's agency: unauthorized colnpellSa(1011, tllkUse of public position, conflicting employment, or contractual relationship; and disclosure or use of, certain itilbrination, Upon exectition of this, Contract, and thereafter as changes May re(li,lire, the Contractor Shall nOtif V (Ile ("'OUnty Of any financial interest it may have in any an(] all prograrns in Monroe County which the Contractor sponsors, endorses. recorninends, SUpel'ViSCS, or reqUires for COUIISeH1114, assistance. evaluation, or treatment, This provision shall apply \vhether Or not such prograrn is reqUired by statute, tis a condition of probation, Or is pro6ded on a voluntary basis. The County and Contractor' warrant that, ill respect to itself, it has neither employed not— rctained any coniPany Or person, other than a botia fide employee workin,(1, solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pray any person, company, corporation, individt.9d. or firm, other than a bona fide employee working solely, for it, tiny fee, commission, percentage, gift, or other consideration contingent Upon or resulting from the award or making of this Agreement. For (lie breach or violation of the provision, the Contractor agrees that the County shall have tile right to terminate this Agreement without liability and, at its discretion, to offset fi-orn monies owed, or otherwise recover, the full amount of such fee, con,unission, percentage, gift, or consideration. 7 580 Tranquility Bay Adult Day Care or (M rathon) Agreement #TBMAR 23-24 15. NO PLEIIXJL`� Of' CIRLIDIT I'lle C'ontractor shall not pledge tile COLIIIIY'S Credit ()I' make it a guarantor of paytrient or surety for any contract, debt, obligation. Judgment, lien, or any form of indebtedness, The ("ontractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fultill the tenns of this contract, 16, NOTWE REQ JIREMENT Any notice required or pern'dued under this agreement shall be in writing and hand delivered or mailed, postage prcpaid, to the other party by cet°tified mail, ITtUrned reccipt reqUested, to tile 60 11 o w I I I g: f(IR,COUNTY: Monroe ("Ounty and County Attorney Sheryl Grahain, Sr. Director I 111 12"' StIVO SUite, 408 1100 Simonton Strect 2-257 Key Wcst, IT. 33040 Key West, FL 33040 305-292-3470 305-292-451() FOR CON'FRACTOR: ..........--........... TranqUility' Bay Adult Day (.'are Corp Lucy Crux, PresidClit 11574 Overseas highway. Unit 43 Keyl,argo, 11,33050 305-440-2398 17. TA X.I S 'file COUI-Ity' is eXelflpL Froin paynient of Florida State Sales arrrcl Use taxes, The Contractor shall not be exeniptcd by vir-tue of the ("ounty's exemption from paying sales tax to its SLIppliel-S, fOl' materials used to fulfill its obligations under this contract, nor is tile Contractor. 81,111101-iZOd to tree tile COLITIty's Tax Fxerniltion NUnIbCr it) SCCUrin such niatcrials. 'file Contractor shall be responsible for any and all taxes, or payments of withholding. related to SeIA'iCeS WIRICN(I Under this agreement. 18, '141MINATION The County may terminate this contract for cause with seven (7) days' notice to the contractor. Cause shall constitute as breach of the obligations of the Contractor to perforill the services enumerated as the Contractor's obligations under this contract. kither of the parties hereto may terillinate (his contract without cause by giving the other party, sixty (60) days written notice of its intention to do so. 19. GOVEANN(i LAW,.YENUE, INTEJUIRETATION, COSTS,, AND FEES ...... ..... .. ............................ A. This Agreement shalt be governed by and Construed in accordance with tile laws of the State of I'lorida applicable to contracts made and to be performed entirely in the State. 581 Tranquility Bay ABuilt Day Care Corp (Marathon) Agreement #TBMAR 23-24 B. Ill the event any- cause of action Or administrative proceeding is instituted for the enf'orcernent or interpretation of this Agrecinent. County an(] Contractor agree that venue will lie ill the appropriate COUrt or before the appropriate administrative body in Monroe County. CI. The C'ounty and Contractor agree in the event of conflicting interpretations of the terms or a term, of this Agreeirient by or beti,veen any of them, the issue shall be subil�litted to mediation prior to the institution of any other administrative or legal proceeding. D, Severability. If' any term, covenant,, condition, or prmision of this Agreernent for (lie application thereof to any circumstance or person) shall be declared invalid or uncriforceable to any extent by a COUrt of the renlainhig ternis, covenants, condition's and provisions of dais Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall he valid and enforceable to the fullest extent perinitted by law unless the enforcernerit ofthe remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishnient of' the original intent of this Agreement. The County and Contractor agree to reform (lie Agreernent to replace any, stricken provision \,kith a valid provision that comes as close as possible to the intent of the strickerl provision. 1:1 Attorney's Fees and Costs. The County and Contractor agree that in the event ally CZIUSC ofaction or aditiinistrative proceeding is initiated or defended by, any party relative to the enforcement or interl.,,uetation of this Agreement, the prevailing party shall be entitled to reasonaalrle ittorney's fees, COL111 COSIS, investigative, alld oast-Of pocket expenses, as all award 110ailist the lion-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings, Mediation proceedings initiated ancl conducted PLU'Stlant to this Agreement shall be in accordance With the Florida RUICS Of Civil RrOCCCILlre alld Usual and CUSWITTal-V procedures IVC]Uired by the circuit court or Monroe County. 1:, Ad.indication of DiS11111CS 01' Disagreenictits. County aracl Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions, between represeticatives of each of the parties, if no resolution can be agreed upon within 30 days after (lie first meet wand 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 file satisfaction of*the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law, G. (I ooperation. In the event any administrative or legal proceeding is illS(iUlled against either party relating to the formation, execution, performance, or breach of' this Agreement, County and C'ontractor 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 Agreenient shall be required to enter inter any arbitration proceedings related to this Agreement. 9 582 Tranquil'ity Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 23-24 11. Force Nia'jeure, DUC pert"ormance of any dirty oil obligation hereunder by either [)art), shalllie excused if prevented by, acts of'God., information 1)roviders or other service providers, public enemy, war. terrorisni, any accident, explosion, fire, storm, earthquake, flood, strike, computer outage or Virus. tel CCOIII Ill Lin i Cations I'ailure, or any, other circurnstance beyond that party's reasonable control, 20. BINDING 1 FFLICT The terms. covenants, conditions, and provisions of this Agreement shall: bind and filUre, to the betiefit Of the COLUIty arld COntractor and their respective legal representatives. successors, and assigns, Al IJTJ IORITY l',",ach party represents and warrants t(,,) the other that tile CXCCU(iOIl, delivery, and performance of this Agreement 111aVre, beeii duly authorized by all necessary COLulty, and corporate actIOIL as reClUired by lavv. 22, (1'Ir AIMS FOR H-DERAL Q R S,FAJJ`� Al D Contractor and COLInty agree that each shall be, and is,. empowered to apply Corr, seek, and obtain federal and state funds to further the j')UrjIOSC of' this Agreement: provided that all applications, I'CLILICStS, grant proposals, and funding solicitations shall he approved by, each party prior to submission, 23. PRlVjLF(J[,,S AND ININJUNITILS All of the privileges and i nini uni ties from liability, exemptions from laws, ordinances. and rules and pensions and relief, disability, workers' Compensation. and Other benefits which apply to the activity of oflicers, agents. or employees of, any public agents or employees 01' tile COL111(yr, when performing their respective functions under this Agreement within (lie territorial firrilts of tile County shall apply to the same degree aincl extent to the pertbrniance of such functions and duties Of' SLICII OJI­ICCrS, ugCIIIS, Volunteers, Or employees Outside tile territorial houitS Ofthe COUllty. 24. I.J.,"'GAL OBLIGATIONS AND RUSPONSIBILITIES Non-Delegation of onstilutional or Statutory Duties: This Agreement is not intended to . not- shall it be construed as, relieving any, participating entity from a n y obligation or responsibility irtiposed Ul)Ou the entity' by 1mv Qxcept to the extent Of WLIal and timely pci-formance thereol'by any, participating entity, in which case tile performance may be offered in satisfaction of the obligation or responsibility, Further, this Agreement is riot intended to, 1101, Shall it be construed as, atlthOlUing the delegation of' the Constitutional or statutory duties of the COLUIlty, CXCef)t to the CXtCrIt I)erruitted by, the Florida constitution. state statute, and case law. 10 583 Tranquility Bad' Adult Day Care Corp (Marait�hoin) Agreement #T'BMIAR 23-24 25. NON-R[1]ANCE' BY NON-PARI'l L'S. No person or entity shall be entitled to rely upon the terms. or any of them. ofthis Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of" any service or pro grain contemplated hereunder, and the County and the Contractor agree that neither the (:'01.111ty nor tire Contractor or any agent, officer, or employce of'either shall have the authority to inl'01`111, COLMSCI, 01- (Alierwise indicate that any particular individual or group, of individuals, entity or entities, have entitlements or benefits UIR[Cr this Agreement separate and apart, ii'llerior to, or superior to file coarnitin Ii,ty III general (:)I for file pLfl-POSeS conteiriplaied in this Agreement, 26, A I"ITSIFATI()N S Contr,,,ictor agrees to execute SUCII (10CLU11CIV(S aS file COU1,11Y may reasonably re(JUil"C, including a I'Liblic I'linity Crinic Slawillent, Minority Owned Business F)eclaration, I.,thics Statement, and a DrUg- Free W'orkplace Statement, -7 N() PERSONAL LIABILITY No covenant or agreement contained licrein shall be deemed to be as cm,enant or agreement of' any member, officer, agent, or ejjjpl(yyree of Monroe ("OUnty in Iiis or her individual capacity, and, no ineniber, officer, agent, or employee of Monroe CountY shall be liable personally oil thisAgreemew or be subJect (o any personal liability or accountabifily I.)), reason of the eXCCLI(iOn Of this Agreement, 28, DATA INT!"GRITY AND SAFT'GUAWFAM14 INFORMATION The Conlractor shall ensure an appropriate level of data security 17or tire infimnation the contrack'n- is collecting Or Using in the performance of this contract. An appropriale level ofsecurity includes approving and tracking all "ontractor employees that request systern of information access and CIISUring that LISC11' aICCCSS has been removed from all ternrinated eniployecs, The Contractor. wriong other requirements, triust anticipate and prepare for the loss ol'itif'orniat ion processing, c,,,ipabililies. All data and software must I)c I-OLItinelY backed up to insure recovery frolo loss Or OUIagCS, And to maintain written procedUres for computer sYSICIII baCkU[) and recovcry, 29� E X F" LF1 ION IN C.'OUNTITPARTS '1-1— *"—"-,,-"—,--,--,—"-",.................--"- ,his Agreernern, rriay be executed in any number of coUrnerparls, each, of Nvhich shall he regarded as in original, lull of which to together shall conStilUte one all(] lhe same instrument and any of` the parties hereto may execute this Agreement by signing any Such couritcrPart, 30, S ECTION I IU A 1)1 NGS Section headings have beery inserted in this Agreement as ar rnatter of convenience of reference only, and it is agreed that such section headings are riot a part of ((rile Agreerneilt and N,�i I I not be used in the interpretation okany provision of this Agreement, 31 PRQVJSIONS-Rl flLt�,L)j1Y A. Equal Employment Opilwirtunity, No Disc ri in ination Provisions: ('ONTRACTOR arld (1 01,1 NTY agree that there will be no discri mi nation against any person,and it is cxpressl,1V understood that Upon a determination by a COLII-t of'comfIctent jUrisdiction that discrimination has OCCLUTC(l, this Agreement automatically terminates, without any further action on the part ofany party, effective the date of the court order. ('I ONTRACTOlk or COUNTY agrees to comply Nvitti lull Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These filClUde bUt are 584 Tranquility Bay Adult Day Care Corp (Marathon!) Agreement #TBMAR 23-24 not finlited to: 1)'Fifle VII ofthe 001 Rights Act of 1964(PL 88-352) which prohibits discrimination on the basis of' race, color or national origin, 2) Title IX of the 1.'d1lCation Amendment of 1972, as aniended(20 U SC ss. 168 1-1683, and 1685-1686). which poh ribirs discrimination oil the bzisis olf sex-, 3) Section 504 of' the Rehabilitation Act (,)1' 1973, as aniended (20 USC s. 794), which prohibits discrimination oil the basis of handicaps: 4) "I'lile Age Discrimination Act of' 1975, as arrierlded (42 US(_, ss,, 6101 6,1(17) which prohibits discriunimation can the basis ofage, 5) The Drug, Abuse Office and Treatment Act of 1972 (JIL, 92-255), as aniended, relating to tiondiscriniination on (lie basis of dRig al'.)Llse; 6) The Coniprehensive Alcohol Abuse and Alcoholisrn Prevention, Treatritent and Rehabilitation Act of 1970 (PI c91-616), as aniended, relating to nondiscrimination oil the basis of alcohol dbUSe or alcoholism, 7) The PUblic Health Service Act of 1912, ss. 523 and 527 (42 US(,' S& 690dd-3 and 290ee-3), as aniended, relating to confidentiality of alcohol and drug abuse patient records; 81), 'Title Vill ofthe (I I I ivil Rights Act of 1968 (42 (JSC I s. 360,1 et secl,), as arnended, relating to noildiscritil inad oil in the stale, rental or firiancing ot'housing. 9) The Arrilericans with Disabilities Act of 199(1) (42 US("' s. 121011 Note), as inay be arnerided from time to linic, relating to nondiscrimination oil the basis of,disability-, 10) Monroe COLIFIty Code Chapter 14, Article 11. which prohibits discrimination ()It tic" basis of racc, color, sex, religion, tvitional origin. ,,n ices(ry sexual orientation. gender ildenfily cal, cxPl,essilon. lanlilial SURUS or age; I I ) affray other nondiscrimination provisions in any F'Qderal or State statutes which array apply to, tile parties to, or the subliect matter of" this Agreement. During tile pc[Ibrinalice of this Agreement, (lie CONTRACTOR, in accordance with F(JUal I'lliployment Opportunity (30 Fed. Reg. 12319, 12935, 3C F.R. part, 1964-1965 (11 onip_ 1). 339), as arnerided by Executive Order 11375, Aniending F',xectitive Order. 11246 Relating to FLILUAl F''unployment OpportLillity, and implementing regulations a( 41C]'R, Parl 60 (C)II-ice of Federal ( ontract Compliance Pri,)graiils, Fqual 1"111ploynient Opportunity, Department of Labor). See 2C.F.R. Part 200. Appendix 11, "j C, agrees as fbllows� I) I'lie contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex,, SMUll orientation. gender identity. or national origin. The contractor will take affirniative action to CrISUre that applicants are emplowd, and that employees are treated daring employ) neat, without regeird to their race, color. religion, sex, sexual orientation, gender identity, or national origin. SLICII aCtiOrl shall iflClUde, but [lot be limited to the 6611owing: l"niployment, upgrading, denrotioll, or tr"'Insfier, recruinnent, or. I-CCA"Llittilent advertising: 1,'IYofl,ol" l,et,lllitititio�ii: rates rat pa or other Fornis ol'cornpensation', ,in([ selection for training, including apprenticeship. 'I'lie contractor agrees to post in C011SIMCLIOLIS places, avaikible it) empiloyees and applicants for ernployrnent, notices to be, provided by the comracting officer setting forth the provisions of" this tiondiscrinlinarion clause. 2) The contractor Nvill, in all solicitations or advertisements for employees placed by or on behaffol'the contractor, state that all qualified applicants Nvill receive consideration 6,,)r employment without regard to race, color, religion. sex, sexual orientation, gender identity, or national origin, 12 585 Tranquility Bay Adult Day Care Corp (Miarathon) Agreement #TBMAR 23-24 3) The contractor wiII riot discharge or in any, other manner d I scrin'dirate agai list any employee or applicant for CIIII)l0yoldit bCCaUSe such einployee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another cinployee or applicant. This Provision shall not apply to instances in which an employee who, has access to file Compensation infill-mation of other eiriployces or applicants as as part Of' SUCII ernployce's essential job functions discloses file compensation of' such other employees, or applicants, to illdiVid,LKIIS who do not otherwisc have access to such inforinafion, unless stich disclosure is ill response to a formal complaint or charge, in furtherance of an itivestigation, proceeding. hearing, 01, action, including, all investigation conducted by the eiriployer, or is consistent stent with the contractor's leg,at dirty to furnish intZ)rniation, L$) 'I'lle contractor will send to each lat)or Union or represeinativc ol'worders Nvith %virich it has a collcctive bargaining agreernern or other cOOINiCt OT Ulldel'SWIlding. J notice to be provided byr the agency, contracting officer, advising the labor union or workers' representative of the contractor's corunlitInClItS Under secfi(�m 202 ofFxecutive Order 11246 of'Septeiriber 24, 1965, and shall post copies of thew notice in C011SIMCUOUS places, available to cimployces and applicants lin employment. 5,) The contractor will corriply with all provisions Of' FXeCLltiNC Order H 2,46 of' September 24, 1965, and of(he rules, regulations. and relevant orders of"the Secretary of`tabor. tipI lie Contractor will furnish all information and reports reqUirCd by F'XeeUliVC Order 112,16 of'Septernber 24., 1965, and by the rules, regulations, ,in(] orders ofthe Secrelary of" Labor, Or IlUrStlant thcrelo. and will pernril access to his [looks. records, and accounts by tire conlractilig, agericy and file Secretary 01 L,abOr for I)LArposes ofM rilvestigation to ascertain compliance with SLWh Riles, regUlaflons, and, orders. 7) ]In the event of the contractor's non-conipliance with the nondiscrimination CIIALISC,S of this contract or ,vitlr any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and (lie contractor may be declared ineligible fbi, firilher (.4overnment. contracts ill accordance with procedures arilliorizcd ill L'xeCLIti%IC Order 11246 of'Seplerriber 24, 1965, and such other sanctions may be irnposed and remedies invoked as Provided in F"xectifive Order 11246 of' Septernber 24, 1965, or by, I-1.11C, regUlati011, or order offlic Secretary of'[.abor, or as oll'ierwise provided by law. 8) ]'lie ("cintractor will include the portion of'the sentence immediately preceding Paragraph (I) and tile provisions ofliaragraplis (I) through (7) in every subcontract or purchase order LII'IICSS exernlUed by rules, regulations. or orders of the Secretary i"O'Labor issued pursuant to section 204 ol'Executivc Order 11246 of September 24, 1965, so that such provisions will be biiiding tirion, each SUbcoatractor or vendor. The (I ontractor Nvill take such action with respect to any subcontract 01' J)Urcllase order as the administering agency tria)) direct as a means of enk,.li-cing such provisions,, including sanctions for non-cornpliance, provided, however, that ill the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a NSUR of such direction Ily, the adn-finistering, agency the contractor may request the United States to enter into such litigation to protect the interests of the unified States, 13 586 Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR ,23-24 13. Ter-mination: I) Termination for (..'onvenience: ']'he ("ounty nlay terminate this Agreement Im convenience.at any ti 111C, Upon sixty(60)days written notice to Contractor. I f the COUnty terminates this agreement with the Contractor, Comity shall pay Contractor the stim due the (-011traCtOr under this agrecnicirt prior to (entrination, unless tile cost of'complefion to tile c0iltlty exceeds the fiends remaining]it the contract, The I'llaXinlUm amount clue to Contractor shall not exceed the spending cap in this Agreement. fit addition, the County reserves all rights available to TWOUP monies paid Under this Agreement, including the right to sue fior breach of'contract and including tile right to I)LII'Stie a claim for violation ot"the C'01,111ty's False Claims laints Ordinance, located at Section 2-721 et al. Of'thC Monroe COUrny Code. Fither party rnay cancel this Agreement without CaLlSe tIj)OFl sixty (60) days' vvritten notice of its intention to (10 so to the other party. In (lie event ol'termination, the County shall owe the Contractor l'or all goods and services delivered prior to tile date ol* tertnination. 2) Ternrination Rw Cause and I cjrje("i"ic's: In (lie event ol'breach ol'any contract terms, the (I ounty and Contractor each retains,the right to terminate this Agrccirtent. The ("aunty tIlltv also (Crillinate this agreement fi)r cause with Contractor strould Contractor tail to per-Form the covenants herein contained at the time and in the manner herein provided, In the event ol'such wrillination, prior to termination, the County shall provide Contractor with live (5) calendar days' notice and provide the ontractor "J(h ,,in oppOrIL111ity to CLII-V the breach that has occurred or. it'five (5) calend,ar days' is an insufficient period of'tinIC to CLIN SUCII breach, to provide (10CLUIACUILItiOn reasonably SatiSIIIC(Ory tea tile County that Contractor is diligently pLIrSIJiIlg a Core tor SLIC11 breach, H'the breach is not cured, the Agreement will be terminated for cause, lithe County terminates this agreeinerart with the Contractor, ('aunty shall pay Contractor the sum due to OIC COMITICtOr Linder this agreement prior to termination., unless the cost of completion to the County exceeds the I'Linds remaining in the contract, Hie maximum aniourit(]Lie to Contractor shall not in arrv, event exceed the spending cap in this Agreenlent, fit addition, the County reserves all rights available to I-CCOLIJ) 11101-lieS Paid Under this Agreement, including the rig-lit to SLIe for breach ol'contract and including; the right to PLU'Sue a claim for violation of the County's False Claims Ordinance, located at Section 2-.72 1 et al, ol'the Monroe ("ounty C."cede. In the event that the Contractor shall be fOUnd to be negligent in all), aspect ol'service, the COLIFIty shall have the right to terminate this agreement alter live, (51) days written notification to the Contractor, CI OTHER FEDFRAL CONTRACT RE ARENIENTS The Contractor and its subcontractors must fiolloov the provisions, as applicable, as set forth in Appendix 11 to I C'.F.R. Part 200, as amended, including but not limited to: D, Davis-Bacon Act, as amended (40 1,J.S.C, §§3141-3148), When required by Federal prograrn legislation, which includes emergency Management Preparedness Grant Program, florrieland Smlrity (irant Prograin. Nonprofit 14 587 ,rranquility Bay A t Day Care Corp (Marathorn) Agreement #,"rBMAR 23-,24 Security Grant Prokrani, Tribat Homeland Security Grant Prograliv, Port SeClirity Grant Program and Transit Security Grant Program, all brine Construction contracts ill excess tif'$24000 awarded, 1).y non-Federal entities MUSt COtrIjIly' With the Davis-Bacon Act (40 §§3141-3144, and §§3146-3148) as supplentented by Department cat` Labor reguilations (2�9 CT'R ])art 5, -Labor Standards Provisions Applicable to Contracts ('overing l"ederAy Financed and Assisted (;onstruction"). fit accordance with the StatUtC, COMNICtOrS 1111.1st be required to pay wages Lo laborers and mechanics at a rate not less than (lie prevailing wages specified ill as wage determination made by the Secretary of Labor. Ill addition, contractors must be reqUired to pay wages riot less than once a week, It' applicable. the COUNTY triust place a current preNailing wage determinati('m issued by the Departnicnt of' Labor in each solicitation. The decision to award as contract or subcontract niust be conditioned upon the acceptaticc of the wage dererntimition. The COUNTY nuist report all SUSpeCted or reported violations to flic Fcderal awarding agency, NA/hen required by Federal program legislation, which inCILKICS CJI)CrgCJICy Managernent Preparedness Grmi Prograrn, I lorricland SeCUritY, Grant Prograrn, Nonprofit Security Gratit Program, T'ribal flonieland Security Grant Program, Port SeCLUrit.)I Grant Prograil'i and Transit Security Grarit Program (it (toes not apply to other FFMA grant and COOperatiwae agreetYietit progranis, including the Public Assistance Pragratn), tire contractors rilust also collijily, widi the Act (40 (-J,SJ,'. § 3 1,151). as supplerriented by I)epartnictit. of' Labor regulations (29 (IT Part 3 "Contractors and Subcontractors on Public BUildilIg Or Public Work Firl'aliced in Whole or in Part by Loans or Grants Front the 1Jnited States"), As required by the Act, each C(IrltradOr Or SUbreciplent is prohibited fi-oru indILICing, by any means, any, person employed in file construction,completion. or rej,Nair of public Nvork, to give up ally part,of'the compensation to which he or she is otherwise entitle(L "I'lle COUNTY I'MUSt report all suspected or reported violations (o the Federal awarding agency, (.,'oili,tltalct,(),i,-,.,"l'[,ie contractor shall comply with 18 U�S.C, § 874, 40 U S� (% § 3145.. and the reqUirernents of' 29 CTR Gat, 3 cis may be applicable, which zire incorpol-Wed by rel'erence into this contract, F Subconn-acts, The contractor or sllbcolltnactor shall insert in any subcontracts the CIMISC abo\�carid such other ClaUSCS as the INIA may by appropriate instructi011s reqUire, and also a clause requiring the SU bcontrac tot's to include these clauses in any lower tier subcontracts. '['he prime contractor shall be responsible 1'(..)r tile corripliance by any SUbcontractor or lower tier subcontractor with all of these contract clauses. G, Breach., A breach (:)I' (lie contract claUses above may be grounds lor termination of the contract, and, for debarment as a contractor and SUbcontractor as provided in 29 CTR § 5,12, is 588 Trainqui�l�ity Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 23-24 11. Contract Work, Hours and Sate Standards A 1 40 UISIC :fir.701-37-(U8 Where applicable. %0iich includes all Ff'MA grant and cooperative agreement programs, all contracts awarded by the COLNIN in excess or $100,000 that. involve the employment ol'inectianics or laborers must comply Nvith 40 1J.S.(',§§ 3702 and 3704. as supplentented by Dpartnient of Labor regulations (29 C'FR Part 5). Under 40 U�S�C §3702 of Ifle Act. each contractor must conipute (tie wages orevery triechanic all(] laborer on the basis of'a standard work %veek of 40 IIOLII'S. Work in excess elf the standard work week is perinissible provided that the worker is compensated at as rate ol'not less than otic and it hall"tinges the basic rate ot'pay tbrall hours worked in excess cal"40 hours in the work week. The requirenlents cut`40 3704 are applicable to construction work and provide that tit) laborer or inechanic must be required to work in surroundings Oi° Under working conditions which are unsanitary, hazardous, or dangerous, J hese requirements do not apffly to tile purchases ot'supplies or materials or u;trticics ordinarily available oil the open market, or contracts Cor transportation or trail`ill ASS ion of,ilitelligcIlce. i. 0 veqjj',Lig 1�� 1)(11 qLiqenlcnts,. No contractor OrSUbcontractor contracting for at t, orthe contract work which may requii e or involve (lie employment elf laborers or mechanics shall require or pernlit any SLICh laborer or niechanic in any workweek in which lie or slie is employed oil such ",ork to work in excess ol' fiorty hours in such workweek awnless sitch laborer or mechanic receives compensation at as rate not less than one and one-lial'I'tirries (lie basic rate ol'pay leer a111 hOLO'S WOrkC(l in CX0CSS 011011Y 11OUrS in such workweek. it V i o I CA t jSYK'jj ity for,t 1 )4'i4_ Ili the event orally -nv� , ,\,yvjWgs _t�qiL violati oil of,the clause set 1,611h in paragraph 29 C.F.R. § 5.5(b)(I) the contractor and aany subcontractor responsible therefor shall be, liable for the unp,aid wages. In addidon, such contractor and subcontractor shall be liable to the ("I'litCd States (tit the case ot'work done under con(ract For the DiStrid OITOILI[Ilbia 101,a territory' to sucli District lot, to such lerritory), for liquidated darnages, Such liquiditted damages shall be counputed with respect to each individual laborer or, niechaitic, inducting watchnien and guards, employed in viotation ot'dic ck.,ruse set r0rth in paragraph 29 ('J'K § 5,5 (1:))(1). in the swan or$27 for each calendar day oil which such individuill WIS W+Uired or pumitted to work in excess ot'the standard workw,veek of'lbrty hours without payment ol'the overtime wages required by the clause set f'orth in paragraph 29 (I-J'A. § 5,5 (b)(1), iii. With[ oldi ..I'oj uii�IJLJ it , ; andli uidateddam The Federal agency shall ---1.- -Im--l-L -�" upon its, own action or upon written request ofan authorized rclircsentati v e of,the Depattn�Acnt ell" abor \611111101d Or C',lUse to be, withheld from <Any nuilleys payable oil aCCOLInt of"work perlorryied by the contractor or subcontractor- 1,111derittly SLich contract or any other F'cderal contract with the sarne prime contractor, or any other federally-assisted cortinact sub'ject to the Contract Work I IOLArs and Safiety Standards Act, which is held by the same prime contractor, SLICII SUnIS as Illay, be (fete rill i ned to be necessary to satist'y air), liabilities of such contractor or subcontractor fior Unpaid w,ages and liquidated damages as provided ill the CkILISC set forth in paragraph, 29 CU'R § 5,5(b)(2). 16 589 Tranquility Bay At Day Care Corp (Marathon) Agreemen�t #TBMAR 23-24 iv. Subcontracts. "I'lic contractor or subcontractor shall insert in any Subcontracts tile clauses set Co-rth in paragraph 2,9 C.F.R, § 5.5 (b)(I) through (4) and also a clause requiring tile Subcontractors to, include these clauses in any lower tier subcontracts, The prime contractor shall be responsible 6or complimice by air), subcontractor or lower tier Subcontractor with tile clauses set forth in paragraphs 29 C.F,R, § 5.5 (I) t hrOLlgh (4). w. ILi�djt,,j )...jnyentions Made Under a Contract or reernent, If the Fccleral award -IL 1-1 I'll I A-0-- meets the definition of"I'miding agreement" under 37 CFR §401.2 (a) and the recipient or Subrecipient wishes to enter into as contract with a sirlall business firin or nonprofit organization regarding the substitution of parties, assignment or perforniance of' experimental, developmental, or research work under that "I'miding agrcement," the recipient Or SUbt-ecipient nim"A coiliply with the requiremcnts of 37 1 R, Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small BLISiness Firms I Jnder Government Cirants, Contracts and Cooperative Agreements," and ariv Implerrienting Wj-,Ulations issiled by the awarding agency. L Clean Ail, Act 2 t S.C, at Water Pollution Cont-jgj and the I cder, 101 Act Q= ' C' 1 25-1-13 Contractor agrees to comill applicable standards, orders�vith Lill , or regulations iSSLJCkl 1)(11-StUlt to the Clean Air Act (42 U.S.C, §§7401-7671q) and the I"eclenal kklater POIlUti011 Control Act asameridcd (33 §§1251-1387) and \vill report violations to FFNA and the Regional Office of tile Frivironniental Protectiori Agency (FTA), The Clean Air Act (42 U.S�C. 7401-7671(1.) and the Federal Water 1'0111.16011 Control Act (33 U.S.C, 1251- 1387), as amended— al)l)liesto ('oiitrictsiiidsLiq)grititsot'aiiioLriiis ijl excess oj'$150.000, J. Debarment and s L 0 1 it �g)si i jj`,N !ive Orders 12549 and 12689 A contract ............. award (see 2 (.T'R 180.220) 111LISt not be Made to parties listed on tile governmentwide exclusions in file ystern flor Award Management(SAM), in accordance vvidl the OMB guidelines at 2 180 t1lat iniple I)lent HXecutive Orders 12549(3) CFR part 1986 Cornp., p. 189)and 12689 0 (11"R part 1 98 9 ornp., 1), 235), -Debarment and Suspension," SAM Exclusions contains tile names of"parties debarred, Suspended, or otherwise excluded by agencies, as \vell as parties declared ineligible Under StatUtOry or regulatory aLithority other than Executive Order 12549. K. 1.3,yrd Ariti-Lobbvin , Amendment S '3 52 r 11 t al ly -.L3.JJL�, �J�Q Contracto s t a )p , or bid For an zmard 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 furids to pay any, person or organization for inflLiCrICing or attempting to influence all officer or employee of any agency, as member ofCongress,officer or employee of Congress, or all employee of a illember ol'C'ongress in connection with obtaining any 11ecleral contract, grant or any other aNvard covered by 31 U,S,(", 1352, FaCh tier 111LISt also disclose any lobbying %vith neon-F'cderal Funds that takes place in connection wwithi obtaining any Federal award. Such disclosures are forwarded from tier-to-tier tip to the non-l"ederal award. 17 590 Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 23-24 1 ConijLljince with Pi-octmenicrit of i-ecovej-ed mateijals as set 1ioqh in 2 C!"RA 20. .('.)..322,, conti'actot, IDLISt C011iply Nvith section (5002 of'llie, Solid Waste disposal Act. as amended, by tile Resource Co rise I-vation, and Recovery Act. The IV(jUn-CIIle1ItS ot' Section 6OC 02 include fi�r-ocur-ing only items designated in guidelines ol' the Ftivimrintental Pi-otection, Agene),, (EPA) at 40 CFR pah 247 that contain the I'lighest percentage ofl twovet-ed, materials practicable. consistent with mannaming an satisf1ictmy level Of'COM[MitiOn, \VIICI'C tile pLH,chase pi-ice of the iteni exceeds $10,000 m- (lie value of the qUarltity acquhed during the pi,eceding, fiscal yeaar exceeded $10.000; p�r(mlritlg solid waste inanagement services in a nianliel• that niamniws, enet,gy and I'CSOLn,ce recovery; and establishing all affitrinative pt,ocLffenient pi-ogram for, proCUrenient ot'i,ccovet-ed materials identified in the ETA guidelines. N11, Amet-icans "'Jili Disabilities Act, of 199Q,.as alnendecj. A J he C'onn'actot, will coniply with all the wquireinenls as imposed by the ADA. the regulations (:)I' the Federal government issued thereundet,, anti the assut-ance by the CONTRACTOR pru-suant thereto. N, 1) s dv nt �_ji.rlsi s I� 1 It is the Policy Of' the; C'ounty that DBEI's,as defined in 49 ('1',R, Part 26., as amended, shall have the opportLant)' to pai-ticil,),ate in the per-16i'mance of'conti-acts financed in whole m in jimt Nvith Courity lunds under this AgiVernent. The D11F W(IlLdrenicins of' applicable 1�deiul and state laws and, ft,-l4111afiOnS 'iprly to this Agreenlent. 'I lie County and its Coriti'actoi agree to ensui-e that [ME's have the 01,1POIlUnity to participate in the per,flonnance of' this Agwernelit. III this I'qgal-d. call recipients and, contractors shall lake all necessary and wasonable steps in accoi-dance Nvith 2 C.F,R� § 200.321(as set lboh in detail helow),applicable ledet°al and state laws and regulations to crisin-e that the DBE's have the oPpoiltinity to compete Ian" and liert,61-111 conti-acts. T'he County and the Conti-actm and subcoliftaoms shall not disct-irnirlale oil the basis of,nice, coloi-, national origin or sex in the: award and pel-fim-nlancc of,colitt'acts, enteI-ed put-suant to this Agi-een"ient. 2 CF,R,_§. �i WITIj SMALL AND MINORFFY 11()SIN FISSEX CONTRACTIN( .............. WOMY"N'S BUSINESS FNI't"RPRISFS. AND LABOR Sl.JRPLUS ARFA FIRMS I It' the Contmoot', with the Funds aUthmized by this Ageement, seeks to subcontract goods or- services, llicn, in accoMance with 2 CF,R. 200321, the Coiln,actot- shall take the 1'ollovving affinnative steps to assure that minorn), bLlSineSSeS. wonlen's business enterprises. and labor surpILIS at-ca finils ate used whenevet, possible, 2. Al"firmative Steles IIHISt inCILICIC: a) Placing qualified small all([ minmity` businesses and wonien's business enterpt-ises on solicitation lists, b,) Assuring that sniall and minority businesses, anti women's business enterlInses are solicited whenevet- they are potential SOUNeS-1 C) Dividing total reqUir,ements, when economically Icasible, into smaller tasks or qUantitics to pumit maxiiiiiini par-ficipation by sniall ainntl minor-ity businesses, and wonlen's bLISifleSS enterpfises, 18 591 Tranquillity Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 23-24 d) F'stablishing delivery schedules, where the requirement permits, which encourage participation by sinall and minority businesses, and wooer's business enterprises: C) Using the services land assistance, as appropriate, of such organizations as the Small lr lusiness Administration and the Minority 13USIneSS Developnient Agency of" the Department ofCon-inlerce, 0 Requiring, the Prinic contractor, if Subcontractor are to be let. to take, the affirmative steps listed in paragraph (a) through (,I) Of this Section, (I L,_Ver f .S Me ILI Beginning Jantlal-Y f, 2021, in accordance with F'.S 448.095, tile Contractor and any subcontractor shall register with land shall utilize the UlS. Departnictit of I loniefand SeCLU'lly'S E-Verify system to verify, the work aUthOrization Status Ofall nee employees hired by the Contractor during the term of the Contract and shall expressly requirc any Subcontractors performing work or providing services p)UrSLUAIlt to the Contract to like"ise utilize the I-I.S. Department of I lorrieland SUL11-it)"S I"-VCI'i(NI systern to verify the work authorization Status of all new employees hired by, the subcontractOr dUrilIg (11C Contract lerril. Any subcontractor shall provide all affidavit stating that tile subcontractor does not employ, contract with, or SUI)COutract with an unauthorized alien, The Contractor shall coniply with and be subject to tile provisions ofF.S. 448.095 The Contractor understands and agrees that any cost resulting CWT11 a change or modification, change order. 01' C0FIStrUCIiVC Change Of the as ,reellient ITILISt be Withill tile Scope of any Federal grant or cooperative agreement that may fund this Project and be reasonable I'or the completion oftlic Pro'ject. Any contract change or modification. change order or constructive change ITILIst be approved in writing by both the COUNTY and Contractor, Q t),r1ollilbItion on certain telccornnIUIIiC�WiOflS arlid vidcol surveillance services oi- set forth in 2 Cf,.R S, Recipients and subrecipients and their contractors and subcontractors may not obligate or expend any<< Federal funds to (I) Procure or obtain, (2) f`xtend or renew a contract to procure Or obtain-, or(3) Enter into, a contract for extend or renew as contract) tea procure or obtain eClUipment, services, or systems that uses covered teleconinrunicatiotis equipment or services as a Substantial or essential component o(* any systern, ter as critical technology as part ofany systeni. As described in Public La\,v 115- 232., section 889, covered telecoinniunications equipment is (CleC0ll1u1UI'liCUti0nS eqUiptnent produced by I fulavvei Technologies Company or TH" Corporation (or ally subsidiary or affiliate of such entities), (i) For the purpose OfpUblic safety. security ot'governnient ('acilities, physical security surveillance ot'crifical infrastructure, and other national SCCUrity purposes, video) surveillance and teleconinlUllications eCjLIipnlCrlt produced by Hytera COMITILIniCati(HIS Corporation, I langzliou I likvision Digital Techriology Company,or Dallua Technology Company (or any subsidiary or affiliate of such entities). (ii) TelecornIllUlliCatiOnS or video SUrVe i I lance services provided by SLICII elltifieS or Using Such cqujpjjleflt. (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that (lie Secretary of Defense, in consultation with the Director of 19 592 Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 23-24 the National Intelligence or the Director f the Fecteral 131.11-CaLl OfAnVCStigati011, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government ola covered foreign COLIrItry. R. Do prri tic��S--pre rye re lice for procurements as set fir,)rth in 21TR '200.322. 'File COUNTY' and CONTRACTOR should, to the great extent practicable, provide a J)NferetlCe for tile Purchase, acqUISM011.1 Or use ot'goods, products, or materials PrOdLICCd in the United States (Including hut not limited to iron. ah.1111int.1111. steel, cernetir, and other 111anUf4etUred products). These reqUil-CIIWI'AS Ol'thiS SCCtiOII IIIUSt be inelUded in all subawards including contracts and purchase orders fiii,Nvork or prodLICtS under federal award, 1"Or 1RUPOSCS Ot'thiS Section: a, -Produced in the United States*" means, for iron and steel products, that alll 111,111I.IfiActUring processes, fi-orn the initial melting stage througfr the application of* COatingS, occurred in the United States, 1). "MarnIfilctUred products" iricans items and construction tri,aterials composed in whole or in part.ot'non-leITOLIS 111(1131S SUCh ,IS 81tirninuni; plastics and polymer-based, products such as polyvinyl chloride I)il')e, aggregates such as COnCrCtC1- glass, including optical fiber: and lumber. C,I gIIjj,!!ia1 cc With l"ederal Law,. )qtiltio , andl P"NeCiAtiVC ()rders. ']'his -!ZgL ris is ,III acknoMedgenient that ITNIA financial assistance may be used to Rind all or a portion of the contract, The contractor will comply will all applicable 1ederal lava, regUlatiOnS, eXCCLItiVC orders. FLIMA policies. procedures, and directives. L N 0 li gation 1) Fecleral Government. The Federal is not a party q.. b 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 arty matter resulting 1i-0111 the contract. Prograrn F'raud and l'alse ()I- F'raudu lent Statements or­ Related Acts, Flic - .......... I ...... contractor ack no vv,ledges that 31 U.S,(.. Chap, 8 (Administrative Remedies fear I alse Clairris and Statements) applies to the contractor's actions pertaining to this contract, I I VITIAL RL-I'VIEW - ']'his agreement has been carefbily reviewed by (lie Contractor carrot MtIic COLUIty. Therelore, this agreement is not to be construed against any party on the basis ol'authorship, 33. RIGHT TO AUFAT --- ArVALLA.1.31LITY 01: RECORDS, The records of' the parties to this Agreement relating to (lie ProjW, Which Shall include but not be, limited to accounting records (heard copy, as well as COITIPLIter readable data it' it can be made available; subcontract files (including proposals of successfirl and unsuccessful bidders,' bid recaps, bidding instrUCtiOnS, bidders list, etc,); original estimates; estimating work sheets; correspondence; change order files (including dOCUrnentation covering negotiated settlements); back charge logs and supporting docurrientation, general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by ('01.111ty or the Monroe County Offlice of the Clerk of Court and Comptroller (hereinal"ter referred to as "County Clerk") to 20 593 Tranquility Bay Adult Day Care Corp (Marathon) Agreement#TBMAR 23-24 Substantiate charges related to this agreement, and all other agreements, sources of information and smatters tllat.may in County's ur the County Clerks:s reasonable judgment liave any bearing,on or pertain to any matters,rights,duties,br obligations under or covered by any contract document (all foregoing hereinafter reierreid to m"Records")shall'be open to inspection and subject to audit and/or reproduction by Cottnty's representative anchor agents or the Cotitity Clerk. County or County Clerk may also conduct verifications such as, but not lint ted to, counting employees at the job site, witnessing the, distribution of payroll, `verit ping payroll computations, overhead computations, observing; vendor and supplier payments; miscellaneous allocations, special charges, verifying information and amounts througli 'interviews and written confinnations with employees, Subcontractors, suppliers,.and contractors' representatives. All records shall be kept for ten (10) years rafter Final Completion of the 'Project. "I'lic County Clerk possesses the independent authority to conduct ati audit of Records,assets,and activities relating to this Project, If airy auditor enlplclyed 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 wrongl;ully retainer(by the Contractor,the Con tractor shall repay the monies together with interest calctllated_ptusttznt to'Seetion5SA3, F,S,;, rtinliitig Gom_,the slate tite itiottics were paid to Contractor.The eight to audit provisions survives the tenniiiation of expiration of this Agreement. INI'WITNESS Wl 1L'la- 3F the parties hereto have executed this Agreement on the day and date ,first written above and it is deemed an original eontract; 1'rantlttility Bay Adult Day Care Coil) Monroe County lloard of County Commissionel;S Lucy Cruz,President r I3 � � r- `,� « � KI-7 70R I1� 2z _ a mv, t: Kevin Madok, Clerk Agpr owed as to fonn and legal sufficiency tl Nlomoe County Attoniey•s office BY v- Ctuistina'Cory,Assistant County Attorney Deputy Clerk C—> Q Y�r; 21 tti? D. l 594 ., I DATE IMMfDeIYYYYI Ac"R" CERTIFICATE OF LIABILITY INSURANCE 10/02/2023 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 CERTIIFICATE,HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pvlicy(Ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROOATIION IS WAIVED, subject to the terms and conditions of the policy, certain poliicies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in Ilea of such endorsement(s). PRODUCER CONTACT - Midiaii Gomez Esquiroz. Sebanda Insurance Corp (305)665-0016 __..... -.. lPa..N�1 (888)979-8772 PHONE 6401 Bird Road E"MAIL vREss, info sobal�d�ainsura,nice.com Av _.—..._._IN9 SLAFfORdI.NG OVERAGE ....NAIC dt MIAMI FL 33155-4825 INSURERA: Nautilus Insurance Company 17370 ......... ........ _......- INSURED INSURER 13: Progressive Express Insurance Company 10193 TRANQUILITY BAY ADULT DAY CARE OF MARATHON,CORE INSURER C: 11524 Overseas Highway INSURER D INSURER E; Marathon FL 33050 ...INSURERF 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. " ISUBR .INSR LTR ...,.... ,,..,,,,,, . POLICYEFF... POO.ICY ,EYP - ----. --LIMITS ----. ----.TYPE OF INSURANCE NSO WVD POLICY NUMBER MMIDDIYYYY MMIDDlY'rYY COMMERCIAL GIENERALLIA.BrUTY EACki'..00CURRENCE 5 1.000.000 r ........... CLAIMS-MADE 1 � OCCUR i DAMAGE (R'.ENTEO PREMISES LA,gg!4KrtflgW S 100.000 MED EXR(Any one person) 5 5.000 — — — —.. ..._......_. .. ----. . .... ....... ...-- - A Y UAAGI-I 07/26/2023 07/26/2024 PE REONALSADViNJURY S 1.000.000 .._.._.._ _ ....., ......_.._.— — GEN`L AGGREGATE LIM)TAPPLIES PER. ! GENERAL AGGREGATE .,,.5 2.000.000 - PI'iO. ...... ... .. .....__. ..... ..... --- PoucY P` C..._� LOC ELgRUCTS-COMPIOP'AGG S 2.000.000. Ol HER AUTOMOBILE LIABILITY COMBINED SBNGLE LIMIT 5 300,000 IEa acc�deo11} ANY AUTO BODILY INJURY(Per person) S OWNED - $CI-IEUULED A AUTOS ONLY Ai 9739225/8 0912912023 09/29/2024 BODILY INJURY(Per accident) S HNREC7,. NON-OWNED PROPERTY DA,MA�GE-_ AUTOS ONLY .. AUTOS ONLY deer accudenV_I ---___--._ ..$ PIP $ 10.000. UMBRELLA LIAR OCCUR APPROVED BY RISK;MANAGEMENT' EACH OCCURRENCE S ...EXCESS L:IAB .. _ '�. CV.A,OMS-MADE. BYi4:'�.�... ,~X'"A--��r' AGGRLf A.r.l=........... ...... S — 0L-t7 RETENTION'S DATE��r 'S WORKERS COMPENSATION � LPER STATUTE �y�H.. AND EMPLOYERS"LIABILITY WAIVER N/A�YES YIN ANY PROPRIE`rC,RiPART'NER/EXECUT'VVE E.V..EACH ACCIDENT S OFF=ICERIMEMBER EXCLUDED? N 1 A ---_n_..._.......,....._-a..__... ............. IMandaiory in NH) E.L.DISEASE-EA EMPLOYE S, D1 yes,describe under ......... .....'.. ....' . ESCR.IPTIO�N OF OPERATIONS b0ow E.L.DISEASE-POLICY LIMIT �5 JA ual Abuse or Molestation Each occurrance $100.000 Y UAAGI-I 07/2612023 07/26/2024 Annual Aggregate Lin $300.000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORO 101,Additional Remarks ScheduIe,may be attached it more space is required) CERTIFICATE HOLDER IS AN ADDITIONAL INSURED WITH REGARDS TO GENERAL LIABILITY AND VEHICULAR LIABILITY IF REQUIERED BY WRITTEN CONTRACT. VIN JN8AE2KF`4G9151106 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN MONROE COUNTY BOCC ACCORDANCE WITH THE POLICY PROVISIONS. 1 100 SIMONTON STREET AUTHORIZED REPRESENTATIVE KEY WEST FL 33040 1988-2016 ACORD CORPORATION. All rights reserved.. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 595 TRANQUILITY BAY ADULT DAY CARE CORP(MARATHON) 11,524 OVERSEAS HIGHWAY, UNIT 3 MARATHON,FIL 33050 PH. 305-440-2398 September 1, 2023 'foa Monroe County Social!,Services, My name is,jAU Cruz and l am the owner of Tranguility Bay_Adglt Qp..y Care Coro(Marathon). I have researched and reviewed the laws of Chapter 440, Florida Statutes and am fully aware of the requirements for employers to carry Workers Compensation Insurance. By signing below, I attest,under penalty of perjury,that as of 9/1/2023, is exerript from the Workers Compensation Insurance requirement. I will contact Monroe County with my Worker's Compensation Insurance policy information should I become non-exempt in the coming year. Please, feel free to contact me should you have any questions or concerns, Sincerely, Lucy Cruz, Presildent State of—.Florida--,County of Monroe l, eMAMA0 \[6U(k,'k,0 do herebconfirrn that on this 2�3 day of appeared before me in person , known,to be the person(s)who executed the preceding document. (P 0 Notary Pubilo State of Florida "'I oto n �'Oardo V c-'-mr"'on HH 388 ' �j 120 rdo Valeton N to y Public In and for the State of Florida ttl My clmrssion HH 338a26 My commission expires, Expires V27/2027 (seal) 596 2018 I'difilon MONROE COUNTY, FLORIDA REQOEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested that the insurance requirements, as specified in the Counly's Schedule of Insurance Requirerrienis, be waived or modified on the following contract. Contractor/Vendor: -Lrg-rm-j Project or Scrvice: ............ Contraclor/Vendor Address& Phone 11524.0der e�@ jil"h. gy.,#3 N�a%ftqn LQ3qQ 39.5 A Q-Z, 9 General Scope of Work: Provision of Faci ljty�,Based Respite Reason for Waiver or Mudification: Worker's Compensation needs to be waived as drere are few,er than 3 employees, Poli6cs Waiver or Modtficanon will apply ro orent in all ag eernents,between 16 and POCC—wi—th.MqL4,12— jnttgnjtjificaticq) _ss/insu an, fnApfgffLepq,. Signature ofcomractor/Vendor: Date: Approved Not Approved Risk Management Signalture; ---------- Dare: 100/20, , Counry Administrator appeal: Approved Not Approved: Date: Board OfCOLInty C011111&SiOrrerg appeal: Approved: Not Approved: Meeting Date: Administrative histuiction 75003 104 597 969 TRANQUILITY BAY ADULT DAY CARE CORP(MARATHON) 11524 OVERSEAS HIGHWAY,UNIT 3 MARATHON, FL 33050 PH: 305-440-2398 September 1,2023 To: Monroe County Social Services, My name is Lucy Cruz and I am the owner of Tranquility Bay Adult Day Care Corr) (Marathon), I have researched and reviewed the laws of Chapter 440, Florida Statutes and am fully aware of the requirements for employers to carry Workers Compensation Insurance. By signing below, I attest,under penalty of perjury,that as of 9/1/2023, is exempt from the Workers Compensation Insurance requirement. I will contact Conroe County with my Workers Compensation Insurance policy information should I become non-exempt in the coming year. Please, feel free to contact me should you have any questions or concerns. Sincerely, Lucy Cruz, President State of—Florida , County of Monroe 1, zN"Anjo do hereb confirm that on this 4�day of 202 appeared - I . —L111 before me in person -C P,V'Z known to be the person(s)who executed the preceding,document. Notary Public state of Florida Ali R a I Not y Public in and for the State of Florida Cicardo Valeton Jill= Co Commission HH 3 38826 ommission HH 338826 ,6 MVR /20 m 7V Expires 1/27/2027 My commission expires (seal) 669 2018 EEditi n MONROE COUNTY, FLORIDA REQUEST FOR WAIVER OF INSURANCE REQUIRE,MENTS It is requested that the insurance requirernents, as specified in the County's Schedule of insurance Requirements, be waived or modified on the following contract. Contractor/Vendor: jr4riggility..Roy Adult Day,Care,Cor Ma t oon project or Service: FtNNtN3ased_Rsi _ __ _�_ Contractor/Vendor Address& [phone 11524 Overseas Highway,##3 Marathon.FL 33050 305-440-2398 General Scope of Work: Provision of Facility Based Respite Reason for Waiver or _.......... . .........__.__........ _._._.w_..__.._-.._......_........__. _,...„ Modification: Worker's Compensation needs to be waived as there are fewer than 3 employees. Policies Waiver or Modification will apply to:_4/Worker's Corm re uirernelrts in all agreements between TB and BOCC with regard to indemnification/hold harmless/insurance requirements. Signature of Contractor/Vendor: Date: Approved __ Not Approved Risk Management Signature: Date: 10/3/2023 County Administrator appeal: Approved: Not Approved: Date: Board of County Comm-nissioners appeal: Approved: Not Approved: Meeting Date: Administrative lnstniction'1500.7 104 C) C) Tranquility Bay Adult Day Care Corp (Marathon) to Agreement #TBMAR 24-25 THIS AGREEMENT, made and entered into this 21st day of August, 2024 by and between MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida (hereinafter called the "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, the County receives funding from the Alliance for Aging, Inc., 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 Corp 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: 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 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 Middle 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. All personnel engaged in performing services under this contract shall be fully qualified, 1 V_ 0 Tranquility Bay Adult ®ay Care Corp (Marathon) to Agreement #TBMAR 24-25 L e v e l I I b a c k g r o u n d s c r e e n e d 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 Forty Thousand dollars ($40,000). 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 (1)year, commencing on the 1"day of September, 2024 and ending on the 3 1"day of August, 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 Corp at 11524 Overseas Highway,Unit#3,Marathon,FL 33050 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. 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 Florida Department of Elder Affairs (DOEA), and in accordance with the Agency for Health Care Administration (AHCA)guidelines as required and any subsequent modifications thereto. B. The service the Contractor will provide under these terms and conditions are Facility-based respite care as defined by DOER 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 DOER 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 facility 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 N O to Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 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 timeframes agreed upon in the Activity Plan, required by the most recent version of the Florida Department of Elder Affairs (DOEA) Handbook and AHCA 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 normal business hours. F. 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 County annually 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 documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for 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 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. The County and Contractor shall allow and permit reasonable access to,and inspection of,all documents,records,papers, letters or other"public record"materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding.This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract,the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the 3 M O to Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 24-25 service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County,upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. 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 BRADLEY-BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12th STREET, SUITE 408, KEY WEST, FL 33040. 8. INDEMNIFICATION/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, (B) 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 4 dq 0 cfl Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 24-25 than Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, cost or expenses relate to events or circumstances 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. 9. INSURANCE. Prior to execution of this Agreement, the Contractor shall furnish to the County Certificates of Insurance for the following coverage: Worker's Compensation- $100,000 Bodily Injury by Accident; $500,000 Bodily Injury by Disease,policy limits; $100,000 Bodily hijury by Disease, each employee Vehicle Liability - $50,000 per Person: $100,000 per Occurrence $25,000 Property Damage or $100,000 Combined Single Limit General Liability- $300,000 combined single limit a) Certificates of Insurance must be provided to Monroe County prior to execution of this Agreement and within fifteen days after award of proposal, with Monroe County BOCC listed as additionally insured on all except Workers Compensation. Thereafter, the Contractor must keep in full force and effect all of the insurance coverages listed above during the term of this Agreement. If the insurance policies originally purchased that meet the requirements are canceled, terminated or reduced in coverage, then the Contractor must immediately substitute complying policies so that no gap in coverage occurs. b) All forms of insurance required above shall be from insurers acceptable to the County. c) All insurance policies must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty days prior notification is given to the County by the insurer. d) All insurance policies must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty days prior notification is given to the County by the insurer. e) The insurance required of the Contractor by the terms of this Agreement is for the protection of the County, its property and employees, and the general public. The insurance requirement is not, however, for the protection of any specific member of the general public who might be injured because of an act or omission of the Contractor. The insurance requirements do not make any specific injured member of the general public a third-parry beneficiary under this Agreement. Therefore, any failure by the County to enforce these insurance requirements or terminate this Contract if the Contractor becomes uninsured or underinsured, is not a breach of any duty or obligation owed to any specific member of the general public and cannot form the basis of any County liability to a specific member of the general 5 LO 0 to Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 24-25 public or his/her dependents, or estate or heirs. f) Notwithstanding the provisions of paragraph 34, the County may immediately treat the Contractor in default if the Contractor fails to maintain the insurance required by this paragraph 8.Before terminating the agreement in this situation, the County need only provide the Contractor 24-hour notice by FAX or overnight courier. The County may,but need not,provide the Contractor with an opportunity to cure the default. 10.NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 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. 11. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement the Contractor is an 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. 12. 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 VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 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 § 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 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 §§ 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 §§ 12101 Note), as amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14,Article lI, which prohibits discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) All 6 to 0 to Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMA 24-25 requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally- assisted programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended; and 12) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 13. ASSIGNMENT/SUBCONTRACT The Contractor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the 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. 14. 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-Verify system to verify the employment eligibility of all new employees hired during the contract term pursuant to this agreement. 15. 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 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 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 and/or caregivers are posted near where people enter or 7 I- C) cfl Tranquility Bay Adult Day Care Corp (Marathon) Agreement ##TB AR 24-25 are admitted within the agent locations. Such Notices must be posted immediately. The approved Notice can be downloaded through the Internet at: http://www.dcf.state.fl.us/admin/ig/civflrights.shtmi. The contractor shall document the customer'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, must also be made if any request was not honored. The contractor shall submit Compliance Reports monthly, not later than the 1 st day of each month, to the Monroe County Social Services Compliance Manager. 16. 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. 112.311, et. seq., Florida Statutes. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Upon execution of this 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 firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 17. 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. 18. 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 8 00 0 to Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 24-25 following: FOR COUNTY: Monroe County and County Attorney Sheryl Graham, Sr. Director 1111 12t1i 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 Corp Marathon Lucy Cruz,President 11524 Overseas Highway Unit#3 Marathon,FL33050, 786-261-4963 19. 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. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 20. 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. 21. GOVERNING LAW VENUE INTERPRETATION 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 performed 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 9 0) 0 to Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 24-25 (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. e. Attorney's Fees and Costs. The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the 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 parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. g. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 22. 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. 23. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required bylaw. 24. CLAIMS FOR FEDERAL OR STATE AID 10 0 to Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 24-25 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. 25. 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. 26. LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties: This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 27. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this .Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 28. 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 Businesses. 29. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 30. 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. 11 cfl Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 24-2 31. 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. 32. 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 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 of the Civil Rights Act of 1964 (PL 88-352)which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex;3)Section 504 of the Rehabilitation Act of 1973,as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended(42 USC ss. 6101-6107)which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 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 II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation,gender identity or expression,familial status or age; 11)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or the subject matter of,this Agreement. 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 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs,Equal Employment Opportunity,Department of Labor). See 2 C.F.R.Part 200, Appendix II, ¶C, agrees as follows: 1) 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 12 N V_ to Tranquility Bay Adult ®ay Care Corp (Marathon) Agreement #TBMAR 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 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. 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, advising the said labor union or workers' representative of the contractor's commitments under this section 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 administering 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 the said 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 or federally assisted construction 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. 13 M tG Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 24-25 8)The Contractor will include the portion of the sentence immediately preceding paragraph (1)and the provisions of paragraphs(1)through(8)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. 33.OTHER FEDERAL CONTRACT REQUIREMENTS 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$2,000 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 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 subrecipient 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 18 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. 14 d cfl Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 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. Additionally, in accordance with the regulation, each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti-Kickback Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work. 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 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. Compliance with the Contract Work Hours and Safety Standards Act. (1) 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 he 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 one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2)Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph 29 C.F.R. § 5.5(b)(1) the contractor and any 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 the 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 15 LO V_ to Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 24-25 of the overtime wages required by the clause set forth in paragraph29 C.F.R. § 5.5 (b)(1). (3) Withholding for unpaid wages and liquidated damages. The Federal agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums 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 the clause set forth in paragraph29 C.F.R. § 5.5 (b)(2). (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph 29 C.F.R. § 5.5 (b)(1) through (4) and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 29 C.F.R. § 5.5 (1) 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 or performance of experimental, developmental, or research work under that"funding agreement,"the recipient or subrecipient 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, as amended(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/Federal Agency and the appropriate 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—applies to Contracts and subgrants of amounts in excess of$150,000. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA/Federal agency. The contractor agrees to report each violation to the COUNTY and understands and agrees that the COUNTY will,in turn,report each violation as required to assure notification to FEMA/Federal Agency and the appropriate EPA Regional Office. E. Debarment and Suspension (Executive Orders 12549 and 12689) A contract award under a"covered transaction" (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 Part 180 that implement Executive Orders 12549(3 CFR part 1986 Comp.,p. 189) and 12689 (3 CFR part 1989 Comp.,p. 235), "Debarment and Suspension" and the Department of Homeland Security's regulations at 2 C.F.R. Part 3000(Nonprocurement 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 16 cfl Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 24-25 regulatory authority other than Executive Order 12549. SAM exclusions can be accessed at www.sam.gov. Contractor is required to verify that none of the contractor's principals (defined at 2 C.F.R. §180.935) or its affiliates (defined at 2 C.F.R. §180.905) are excluded (defined at 2 C.F.R. §180.940) or disqualified (defined at 2 C.F.R. §180.935). the contractor must comply with 2 C.F.R.pt. 180,subpart C and 2 C.F.R.pt. 3000,subpart C,and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. This certification is a material representation of fact relied upon by the COUNTY. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the COUNTY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. Bidders or Proposers agree to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Bidder or Proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 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 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 up to the recipient who in turn will forward the certification(s) to the awarding agency. If award exceeds$100,00,the attached certification must be signed and submitted by the contractor to the COUNTY.) 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. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired 1. Competitively within a timeframe providing for compliance with the contract performance schedule; 2. Meeting contract performance requirements; or 3. At a reasonable price. Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines web site, http s://www.ep a.gov/smm/comprehensiveprocurement-guideline-cpg-program. 17 ti cfl Tranquility Bay Adult ®ay Care Corp (Marathon) Agreement #TBMAR 24-25 The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. H. 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 CONTRACTOR pursuant thereto. I. Disadvantaged Business Enterprise(DBE)Policy and Obligation-It is the policy of the COUNTY 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 requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY 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. § 200.321(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 1. If the CONTRACTOR, with the funds authorized by this Agreement, seeks to subcontract goods or services,then, in accordance with 2 C.F.R. §200.321,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 subcontractors 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 18 00 T- Tranquility Bay Adult Day Care Corp (Marathon) Agreement #TBMAR 24-25 services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. 34. 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. 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 for the other counterparts,be deemed an original contract. Tranquility Bay Adult Day Care Corp Monroe County Board of County Commissioners (Marath of Monroe County, Florida By: By: Lu e dent Mayor Date: 21 Date: I I Attest: Kevin Madok, Clerk By: 19