Agenda 09/15/2009 Item #16B20
Agenda Item No. 16820
September 15, 2009
Page 1 of 8
EXECUTIVE SUMMARY
Recommendation to approve a coordination agreement between Collier County, as
Community Transportation Coordinator (CTC), and Eden Institute, Inc. for the
provision of community transportation services to transportation disadvantaged clients.
OBJECTIVE: To acquire the Board approval to execute a coordination agreement between
Collier Count y, as Communi ty Transportation Coordinator, and Eden Institute, Inc. for the
provision of community transportation services to transportation disadvantaged clients.
CONSIDERA TION: Eden Institute, Inc., a New Jersey Corporation doing business in the
State ofF]orida under the fictitious name Eden Florida, is dedicated to serving the lifespan
needs of people with autism. They also educate the individual's families and the community
at large about autism. Eden is requesting that Collier County, in its role as the Community
Transportation Coordinator (CTC), enter into a coordination agreement to allow the agency
to provide community transportation service using its own vehicles to transport its
transportation disadvantaged clients, provided such services comply with F]orida Statues.
This agreement will not prevent the CTC from developing a proposal for any new
transportation service needed.
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FISCAL IMPACT: There will be no fiscal impact for Collier County Board of County
Commissioners.
LEGAL CONSIDERATIONS: This item has been reviewed for legal sufficiency and there
are no outstanding legal considerations. This item is not quasi-judicia] and as such, no ex
parte disclosures are required. A simple majority vote is necessary for approval. This item is
legally sufficient for Board action. -JW
GROWTH MANAGEMENT IMPACT: Consistent with Objectives 10 and 12 of the
Transportation E]ement of the Growth Management Plan.
RECOMMENDA TION: That the Board of County Commissioners approves the
coordination agreement between Co]lier County and Eden Institute (a.k.a. Eden Florida).
Prepared by: Y ousi Cardeso, Administrative Assistant, Alternative Transportation Modes
Attachment: (1) Collier County and Eden Institute, Inc. Agreement, (2) Signature
authorization letter.
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Agenda Item No. 16820
September 15, 2009
Page 2 of 8
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
Item Summary:
16B20
Recommendation to approve a coordination agreement between Collier County, as
Community Transportation Coordinator (CTC), and Eden Institute, Inc, for the provision of
community transportation services to transportation disadvantaged clients,
Meeting Date:
9/151200990000 AM
Prepared By
Yousi Cardeso
Administrative Secretary
Date
Alternate Transportation Modes
8/24/2009 4:27:53 PM
Approved By
Barbara LaPierre
Management/Budget Analyst
Date
Transportation Services
Traffic Operations
8124/20094:42 PM
Approved By
Gloria Herrera
Management/Budget Analyst
Date
Transportation Services
Stormwater Management
8/2412009 4:44 PM
Approved By
Glama Carter
Operations Analyst
Date
Transportation Services
Transportation Administration
8/24/20095:10 PM
Approved By
Michelle Edwards Arnold
Alternative Transportation Modes
Director
Date
Transportation Services
Alternative Transportation Modes
8/26/200910:15 AM
Approved By
Therese Stanley
Grants Coordinator
Date
Transportation
Transportation Administration
8/26/2009 4:07 PM
Approved By
Norm E. Feder, AICP
Transportation Division Administrator
Date
Transportation Services
Transportation Services Admin.
8/28/2009 1 :48 PM
Approved By
Jeff Wright
Assistant County Attorney
Date
County Attorney
County Attorney Office
9/1/2009 11 :28 AM
Approved By
Jeff Klatzkow
County Attorney
Date
County Attorney
County Attorney Office
911/20093:12 PM
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Agenda Item No. 16820
September 15, 2009
Page 3 of 8
Approved By
Pat Lehnhard
Executive Secretary
Date
Transportation Services
Transportation Services Admin
9/1/20094:05 PM
Approved By
OMB Coordinator
OMB Coordinator
Date
County Manager's Office
Office of Management & Budget
9/2/2009 10:03 AM
Approved By
Laura Davisson
Management & Budget Analyst
Date
County Manager's Office
Office of Management & Budget
9/2/2009 11: 19 AM
Approved By
Leo E. Ochs, Jr.
Deputy County Manager
Date
Board of County
Commissioners
County Manager's Office
9/2/20096:14 PM
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Agenda Item No. 16820
September 15, 2009
Page 4 of 8
COORDINATION AGREEMENT BETWEEN COLLIER
COUNTY, A POLITICAL SUBDIVISION OF THE STATE
OF FLORIDA, ACTING IN ITS CAPACITY AS COLLIER
AREA TRANSIT ("CAT") AND EDEN INSTITUTE, INC., A
NEW JERSEY CORPORATION DOING BUSINESS IN THE
STATE OF FLORIDA UNDER THE FICTITIOUS NAME
EDEN FLORIDA
THIS AGREEMENT is made between Collier County, Florida, a political subdivision of
the State of Florida (hereafter referred to as "County"), acting in its capacity as Collier Area
Transit ("CAT") and Eden Institute, Inc., a New Jersey corporation doing business in the State of
Florida under the fictitious name Eden Florida (hereafter referred to as "Eden").
WHEREAS, the County as the Community Transportation Coordinator C'''CTC'') has
initiated a program to provide community transportation service for social service c:lients,
agencies, and organizations provided such services complies with Florida Statutes, section 427
and Florida Administrative Code sections 41-2 and 14-90; and
WHEREAS, Eden is a private, non-profit corporation doing business in Collier County,
Florida and is eligible to receive community transportation services provided by the CTC; and
WHEREAS, Eden currently provides transportation services using its own vehicles to
transport its Transportation Disadvantaged clients that are unique in nature, and will provide the
CTC the opportunity to develop a proposal for any new transportation services needed.
NOW THEREFORE, in consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby mutually acknowledged, it is agreed
by and between the parties as follows:
1. All of the above RECITALS are true and correct and are hereby expressly
incorporated herein by reference as if set forth fully below, and all Exhibits referenced herein are
made a part of this Agreement.
2. Eden shall maintain daily records of ridership and provide such records to County on
a quarterly basis.
3. Eden shall operate in compliance with the Florida Statutes, section 427 and Florida
Administrative Code sections 41-2 and 14-90, and all other applicable State, local, and federal
laws, as a transportation provider.
4. Eden, when acting as a transportation provider, shall furnish vehicles for its ridership
that conform to all applicable State, local, and federal laws and shall maintain such vehicles in
good mechanical and clean condition.
5. Eden has developed and implemented a System Safety Program Plan ("SSPP"), a
copy of which is attached hereto and incorporated herein, and agrees to abide by said policy.
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Agenda Item No, 16820
September 15, 2009
Page 5 of 8
6. Eden shall maintain insurance in the following types and limits: Business
Automobile Liability with limits of $1,000,000 per occurrence; Commercial General Liability
with limits of $1,000,000 per occurrence; Workers' Compensation at the statutory limits;
Employers Liability with $1,000,000 limits. Collier County shall be named as additional insured
for General Liability insurance.
7. Eden shall administer a Drug and Alcohol (D & A) program which meets all State
and federal requirements mandated by this Agreement specifically including but not limited to
Section 112.0455, Florida Statutes, Rule 14-17.012 and Chapters 59A-24 and 60L-19 of the
Florida Administrative Code, and 41 U.S.c. sec. 701, 49 C.F.R., Parts 28 and 382; and 46
C.F.R., Parts 4, 5, 14, and 16. Further, Eden must have a Substance Abuse Testing Program in
place which meets all State and federal criteria. Each driver must pass a pre-employment drug
test prior to driving or performing any safety sensitive functions. Eden shall produce
documentation necessary to establish compliance therewith and to permit any authorized
representative of State, federal or Collier County government to inspect its facilities and records
associated with the implementation of the required D&A testing program. Documentation of test
results will be maintained in personnel files and readily available for inspection.
It is understood that failure to comply with any requirement outlined herein shall be
considered a material breach of contract and grounds for contract termination under the
Agreement. Eden shall enforce a zero-tolerance for positive D&A tests.
8. Eden shall conduct a criminal background check of all drivers before participation
as transportation providers and require that each driver pass a US DOT pre-employment physical
examination certifying they are physically able to perform the essential functions of the job with
or without reasonable accommodations. Each driver must have a Department of Motor Vehic1es
(DMV) Report completed prior to driving any vehicle in service. Each driver must pass a
background check for criminal offenses to carefully screen personnel that have direct contact
with clients/riders. Any applicant for a driving position shall not have been convicted of a felony
and/or a 1 st degree misdeameanor as defined in the Florida Statutes, which has a direct
relationship to the performance/operation of one of Eden's vehicles. Eden shall provide regular
employee training including but not limited to first aid and safety, safe vehicle operation and post
accident procedures, and passenger sensitivity training in accordance with Florida Statutes
Section 427 et seq. Eden shall maintain all training programs and keep records documenting
course completion in each employee's personnel file. Eden shall make available a complete
copy of all course outlines, instructor information, training materials, and handbooks pertaining
to such to County for review and approval.
9. Each year, Eden shall submit an Annual Operation Report, Certifications of
compliance report, Federal Transit Administration D&A Report, quality assurance report, as well
as all other documentation requested by County evidencing Eden's compliance with State and
federally mandated requirements pertaining to operating vehicles under this agreement.
10. To the maximum extent permitted by Florida law, Eden shall indemnify and hold
harmless the County, its officers and employees from any and all claims, actions, suits, fees,
fines, penalties, liabilities, damages, losses and costs, including, but not limited to, reasonable
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Agenda Item No. 16820
September 15, 2009
Page 6 of 8
attorneys' fees, paralegals' fees, and court costs, whether incurred in negotiations, at the trial
level or on appeal, to the extent caused by acts of omission, negligence, recklessness, or
intentional wrongful conduct of Eden or anyone employed or utilized by Eden, including but not
limited to its officers, employees, agents, volunteers, and subcontractors, if any, in the
performance of this Agreement. This indemnification obligation shall not be construed to negate,
abridge or reduce any other rights or remedies which otherwise may be available to an
indemnified party or person described in this paragraph. This indemnification and hold hannless
provision shall survive the termination or expiration of this agreement.
11. Except as otherwise provided herein, this Agreement shall only be amended by
mutual written consent of the parties hereto or by their successors in interest. In the event State
or federal laws are enacted after the execution of this Agreement which are applicable to and
preclude in whole or in part the parties' compliance with the terms of this Agreement, lhen in
such event this Agreement shall be modified or revoked as is necessary to comply with such
laws, in a manner which best reflects the intent of this Agreement.
12. Eden is an independent contractor, and is not the legal representative or agent of
the County. No partnership, joint venture, agency, fiduciary, or employment relationship is
intended or created by reason of this Agreement. Eden will exercise full and complete control
over and have full responsibility for its contracts, daily operations, labor relations, employment
practices and policies, including but not limited to the recruitment, selection, hiring, disciplining,
firing, compensation, work rules and schedules of its employees.
13. Any and all services, materials and equipment shall comply fully with all Local,
State and Federal laws and regulations including but not limited to the following safety
requirements specified in Section 341.061(2)(a), Florida Statutes, and Chapter 14-90, of the
Florida Administrative Code. In addition, Eden shall comply with all rules, regulations arld laws
of Collier County, the State of Florida, or the U. S. Government now in force or hereafter
adopted. Eden agrees to comply with all laws governing the responsibility of an employer with
respect to persons it employs, and agrees that there shall be no discrimination as to race, sex,
color, or national origin.
14. This agreement may be terminated by either party by providing five (5) days
written notice to the other party. This agreement shall be for a period commencing ~[ay 26,
2009, and terminating on May 26, 2010, unless terminated by either party at an earlier date.
15. Eden shall not be allowed to assign its rights, duties, and obligations pursuant to
this Agreement to any entity without the prior written consent of the County, except that Eden
may assign the Agreement to a controlled subsidiary of Eden or a purchaser of all or
substantially all of Eden's assets used in connection with performing this Agreement, provided
the assigning party guarantees the performance of and causes the assignee to assume in writing
all obligations of the assignor under this Agreement. The rights and obligations of this
Agreement shall bind and benefit any successors or assigns of the parties.
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Agenda Item No. 16820
September 15, 2009
Page 7 of 8
16. All notices and other communications required or permitted hereunder shall be in
writing and shall be sent by Certified Mail, return receipt quested, or by a nationally recognized
overnight delivery service, and addressed as follows:
Eden Florida
24680 Burnt Pine Drive
Building 6, Suite 3
Bonita Springs, FL 34134
Collier County Transportation Division
2885 Horseshoe Drive South
Naples, FL 34104
Eden and County may change the above mailing address at any time upon giving the
other party written notification.
17. This Agreement shall be deemed to be made in Collier County, Florida, and shall
be governed by the laws of the State of Florida. In the event of a dispute under this Agreement,
either party may file an action for appropriate relief in the State Courts of Collier County, Florida
said courts being the sole agreed upon venue with respect to any action arising from this
Agreement.
ATTEST:
DWIGHT E. BROCK, Clerk
By:
By:
Deputy Clerk
EDEN INSTITUTE, INC., D/BI A
EDEN FLORIDA
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
DONNA FIALA, Chairman
lClency:
By:
right, Assistant County Attorney
4
EtO
--;en Autism Services
TO:
Whom it May Concern
FROM:
Thomas P. McCool, Ed.D.
President and CEO
Eden Florida
RE:
Armando Galella
DATE:
August 20, 2009
Please accept this letter as authorization for Armando Galella to sign
all agreements regarding the ability of Collier County Public Transit
(CATS) to transport our participants located at 2101 County Barn
Road (Spanbauer House) to and from normal destinations.
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Thomas P. McCool, Ed.D.
President and CEO
Eden Florida
V~1.-{j~\.slf~ ~I~J
. Notary Public of New Jersey
Mv Commission Expires July 30, 2014