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Backup Document 06/28/2022 Item #16A17
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP ! 6 A 1 7 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management -GO 4123/2 _ 2. County Attorney Office County Attorney Office lZ l 4. BCC Office Board of County Commissioners I k /1/ # 6/z 0/2 . 4. Minutes and Records Clerk of Court's Office fe 'f Tr)EA 5. Procurement Services Procurement Services I PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ryan Nelson/PURCHASING Contact Information 239-252-8407 Contact/ Department Agenda Date Item was JUNE 28TH, 2022 Agenda Item Number 16.A.17 Approved by the BCC Type of Document FIXED TERM SERVICE Number of Original 1 Attached AGREEMENT Documents Attached PO number or account N/A 21-7942 HBSS CONNECT number if document is Collier Area Transit CORP to be recorded Paratransit Passenger Choice Program INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be RMN signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the RMN document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's RMN signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain RECEIVED time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 6/28/2022 and all changes made during A is not the meeting have been incorporated in the attached document. The County JUN 2 8 2� option for Attorney's Office has reviewed the changes,if applicable. f-/T4 this line. 9. Initials of attorney verifying that the attached document is the version approved by the (disk anagenitefltis not BCC,all changes directed by the BCC have been made,and the document is ready for the an option for Chairman's signature. VT//j this line. MEMORANDUM Date: March 9, 2022 To: Ryan Nelson, Purchasing Technician Procurement Services From: Martha Vergara, Sr. Deputy Clerk Minutes & Records Department Re: Contract #21-7942 "Collier Area Transit Paratransit Passenger Choice Program" Contractor: HBSS Connect Corp. Attached is an original of each document referenced above, (Agenda Item #16A17) approved by the Board of County Commissioners on Tuesday, June 28, 2022. If you have any questions, please feel free to contact me at 252-7240. Thank you. Attachment 16 A 1 7 FIXED TERM SERVICE AGREEMENT # 21-7942 for COLLIER AREA TRANSIT (CAT) PARATRANSIT PASSENGER CHOICE PROGRAM THIS AGREEMENT, made and entered into on this a,8k,V, day of J u nG 20 22 , by and between HBSS CONNECT CORP authorized to do business in the State of Florida, whose business address is 1267 Willis St, Ste. 200, Redding, CA 96001 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a one ( 1 ) year period, commencing 0 upon the date of Board approval; of-B-e r and terminating on one ( 1 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. ( ) additional ( ) ycNar(s) periods. The County shall give the the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a IN Purchase Order El . . 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of 0 Request for Proposal (RFP) ❑ Invitation to Bid (ITB) n Other ( )# 21-7942 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. ❑■ The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Agreement 2022_Ver.1 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): n ; transferred from the County to the contractor; and, as a business practice there arc no hourly or material invoices presented, rather, the contractor must perform to tho is-autheFized, n these cont ; ❑� Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 2 of 17 Fixed Term Service Agreement 2022_Ver.1 C/7: `y, I 17 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4,5 ri Travel and expenses shall be reimbursed as per Section 112.061 Fla. Stats. Mileage $0.44.6 per mile Breakfast $6700 LoRelti $-1-1.00 Dinner $a-9-00 Airfare Rental-ca r vehicles Parking 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: HBSS CONNECT CORP Address: 1267 Willis St, Ste. 200 Redding, CA 96001 Authorized Agent: Himanshu Bhatnagar Attention Name & Title: Dr.Himanshu Bahatnagar (CEO) Telephone: (978) 379-0010 E-Mail(s): aasthaC@qryde.com Page 3 of 17 Fixed Term Service Agreement 2022_Ver.I 16A17 All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Name: Public Transit& Neighborhood Enhancement Division Division Director: Michelle Edwards Arnold Address: 8300 Radio Road Naples, FL 34104 Administrative Agent/PM: Omar De Leon, Manager Telephone: (239)252-5840 E-Mail(s): omar.deleon@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during Page 4 of 17 Fixed Term Service Agreement 2022_Ver.1 CAU C I6A11 the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of the non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. (Ui Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. III Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. [I Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. D. ri this insurance. Such insurance shall have limits of not Iesv than $ each E. ❑ per. F. E minimum limits of$ per claim. Page 5of17 Fixed Term Service Agreement 2022_Ver.I i6A17 G. n minimum limits of$ per claim/Occurrence. H. E , minimum limits of$ per claim/Occurrence. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor 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 section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Page 6 of 17 Fixed Term Service Agreement 2022_Ver.I E. O. I. 6 A 1 7 Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Transit& Neighborhood Enhancement Divsion 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), (ll Exhibit A Scope of Services, Exhibit B Fee Schedule, ■ RFP/(i ITB/IJ Other #21-7942 , including Exhibits, Attachments and Addenda/Addendum, n subsequent quotes, and • Other Exhibit/Attachment: Federal Contract Provisions 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Page 7 of 17 Fixed Term Service Agreement 2022_Ver.I G�' I6A17 Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: 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 AT: Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(a�colliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency 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 public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency 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 public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. Page 8 of 17 Fixed Term Service Agreement 2022_Ver.I CN° 1 6 A 1 7 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County,whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. E i , 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. E WARRANTY. Page 9 of 17 Fixed Term Service Agreement 2022_Ver.I CA 4,E+U 16A17 • • • Doc ents. • • ed as a result These warranties arc in addition to those implied 26. requires any po4ien of the Work 4e be specifically inspected, tested or approved, 27. n to the Work, or other work or materials of the County or County's separate • • to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, Page 10 of 17 Fixed Term Service Agreement 2022 Ver.I CA 16A17 or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. met: (1) Proposed replacements have substantially the same or better qualifications personnel. Page 11 of 17 Fixed Term Service Agreement 2022_Ver.1 et° 16A17 n AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 35. (-1 and/or th tak pr efi nee.. IC ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier Page 12 of 17 Fixed Term Service Agreement 2022_Ver.I CAC) �AU I 6 A I 7 County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. 38. • SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank-signature page to follow) Page 13 of 17 Fixed Term Service Agreement 2022_Ver. tip. C teA17 IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel, Clerk of the Circuit COLLIER COUNTY, FLORIDA Court and Comptrofter ,• if; *frAilli°..�� BY61) Willi., L. McDaniels, Jr. , airman Dated: / - '�-26Z (SEAL);a @Sf .lirmanna R'S SI nly. HBSS CONNECT CORP Contractor's Witnesses: Contractor r (---)_ ,uT— By: C ntr ct is First Witness t , Sig ature ma V.5 hC al-4- c Ea gp. at/x..10_0,6_ .r TType/print signature and titl�T TType/prin witness name \J lG � ntractor's Second itness .J-74-e /-•f LZL TType/print witness name Ap roved as topa Le ality: Count Attorney c Print Name Page 14 of 17 I Fixed Term Service Agreement 2022_Ve. CA() Exhibit A Scope of Services 0 following this page (containing 6 pages) El this exhibit is not applicable Page 15 of 17 Fixed Term Service Agreement 2022 Ver.I Request for Proposal#21-7942 "Collier Area Transit(CAT) Paratransit Passenger Choice Program" Exhibit A Scope of Services The terms"Agreement"and"Contract"may be used interchangeably. 1. Description The Agreement engages a Contractor to provide trips for the CATConnect Paratransit Passenger Choice Program, which offers alternative transportation for passengers with disabilities. Eligible, prequalified passengers have some form of physical, cognitive, emotional, and/or visual disabilities that prevent them from using CAT fixed route bus system. The County shall reimburse the Contractor a fixed value for one-way trips taken by passengers of its CATConnect service who choose to utilize the Contractor. Approximately 13,179 trips are to be provided through the Paratransit Passenger Choice Program. Currently 20%of completed trips are for passengers utilizing a wheelchair or similar mobility device. The Paratransit Passenger Choice Program is intended to provide numerous benefits to CATConnect passengers including: • The ability to book a same day trip,whereas CATConnect requires a 24-hour advance reservation, if not on subscription. • The ability to travel anywhere within the CATConnect service area(Collier County). • Maintaining the ability to bring along one Personal Care Assistant(PCA)and one guest(space permitting). The Contractor will be able to provide the following services: • A reservation/dispatch booking call center with the capability to schedule same day transportation service. The Contractor may also submit options for Mobile Application that could be used by passengers to reserve a trip. • Transportation for CATConnect ADA passengers and their mobility devices, including but not limited to, wheelchairs and scooters. • Passenger assistance from vehicle to door and door to vehicle. • Response to request within 30 Minutes. • Documentation of trip and fare information including passenger name,trip origin,trip destination,reservation requested time,pickup time and drop off time. • Meet requirement established by FDDC Collier's Transportation Voucher Replication Project Work Plan and FDDC Incorporated Provisions Contract#1045TRP20. The program is intended to serve passengers of all ages and with a wide range of special needs. Passengers' disabilities may include but are not limited to,visual impairment,wheelchair users(motorized and nonmotorized),frail,slow moving elderly,and persons with cognitive and developmental disabilities.Varying needs may include but are not limited to-door to door assistance, waiting for slow moving passengers, pushing wheelchairs, folding wheelchairs,and placing them in the vehicle,and driving slowly and cautiously. Eligible passengers also include Personal Care Assistants,guests and service animals as authorized in the CAT Paratransit Policies and Procedures at no additional cost. Paratransit Passenger Choice Program services are to be provided to all addresses within Collier County. The passenger will book their trip directly with the Contractor at a determined reservation/dispatch booking call center phone number provided by the Contractor. The County is open to the Contractor providing a mobile application for booking of trips as well,at no additional expense to the County. At the time of trip booking,the Contractor must identify if a passenger will require a specialized vehicle or assistance. The Contractor must transport non-ambulatory passengers in an appropriate wheelchair accessible vehicle. Page 1 of 6 Exhibit A—Scope of Services 16 * 17 Request for Proposal # 21-7942 "Collier Area Transit(CAT)Paratransit Passenger Choice Program" CATConnect passengers will be furnished Contractor's reservation/dispatch booking call center information to book directly with them. The passenger will contact the Contractor directly,identify their pick-up and drop-off locations,and receive a quote for the total cost of their trip and any passenger portion of that to be paid.It is anticipated that passengers will most frequently use the Contractor with the best quality,most responsive service which best meets their needs. 2. Terms and Definitions A. FTA-Federal Transit Administration B. FDDC-Florida Developmental Disabilities Council C. CAT-Collier Area Transit D. PCA-Personal Care Assistant E. FAC-Florida Administrative Code F. ADA-Americans with Disability Act G. CPR-Cardiopulmonary Resuscitation 3. Contractor Requirements A. The Contractor must comply with all applicable rules and regulations of Collier County or their applicable regulatory equivalent successor, and any other applicable Federal or State law, Rule or Regulation. These include: i. CATConnect Paratransit Policies and Procedures ii. Rule Chapter 14-90 Florida Administrative Code(F.A.C.) iii. All applicable Federal Transit Administration (FTA) regulations, policies, procedures, and directives including those in the FTA Master Agreement. B. Federal law in the Americans with Disabilities Act (ADA) of 1990 and all further amendments and directives.The Contractor shall serve both ambulatory and non-ambulatory passengers. C. Prior to and over the course of the contract,the County Contract Administrator or a designated agent shall periodically audit Contractor records to verify requirements are met. D. Operators shall be required to pass a level 2 background check at least annually,appropriate license,and have a safe driving record. E. Vehicles must have up-to-date inspections and insurance. F. Ensure passengers can access transportation Contractor in-app safety toolkit, community guidelines and customer service. G. Ensure program trip pricing is consistent with publicly available pricing. H. Utilize People First language in all marketing. People First Language(PFL)is a way of communicating that reflects knowledge and respect for people with disabilities by choosing words that recognize the person first and foremost as the primary reference and not his or her disability. 4. Compliance Documentation Rule or Regulation Document CATConnect Paratransit https://www.ridecat.com/wp-content/uploads/2020/1 1/rider-guide-english.pdf Page 2 of 6 Exhibit A—Scope of Services CAv Request for Proposal#21-7942 1 6 A 1 "Collier Area Transit(CAT) Paratransit Passenger Choice Program" Policies and Procedures Rule Chapter 14-90 Florida https://www.flrules.org/gateway/ChapterHome.asp?Chapter=14-90 Administrative Code Federal law in the ADA of http://www.ada.gov/pubs/ada.htm 1990 FTA Master Agreement https://www.transit.dot.gov/grantee-resources/sample-fta-agreements/fta-master- agreement-version-28-february-9-2021 FDDC Collier's Contract Transportation Voucher https://app.box.com/s/h2h9kgh80Ixo2oei8zon8b127sj2oa00 Replication Project Work Plan Amendment#1 and FDDC Incorporated Provisions Contract https://app.box.com/s/t7j8xd40u87c5hrfpougk9eed558hzxr #1045TRP20 5. Service Area/Service Hours Paratransit Passenger Choice Program services are to be provided to all addresses within Collier County. Service hours are 6:00 a.m.to 10:00 p.m.for a total of 16 hours span of service daily. 6. Training The Contractor must provide drivers that are trained for the following: A. ADA Passenger Sensitivity B. Defensive Driving C. Passenger Assistance D. First Aid E. CPR 7. Reservations A. The Contractor will receive contact directly from the passenger to schedule a trip. At the time of reservation, the Contractor must quote the one-way price to the passenger at the time the reservation is made.This will confirm with the passenger the cost of the trip,as well as any costs the passenger will be responsible to pay upon completion of the trip.Both the total trip cost and cost to be paid by the passenger will be communicated to the passenger at the time of trip booking. B. The passenger shall be responsible for the first $4.00 of the trip cost, payable either as cash or credit card, if the Contractor accepts this method of payment,and trip costs that exceeds$20.00,as the passenger is responsible for any costs in excess of$20.00. Total trip length and cost under the $20.00 limit will be paid at actual cost of trip at the contracted rate for the various trip lengths as determined by final contractual terms. C. Additional trip cost over$20.00 shall be relayed to the passenger at the time of booking. D. The Contractor's trip reservation/dispatch booking call center must educate the passenger of trip booking procedures at time of reservation. The County will furnish the Contractor a passenger list of those eligible to receive trips from this service. E. An active passenger list will be provided to the Contractor as service launches and updates to that list will be provided throughout the duration of the contract. Page 3 of 6 Exhibit A—Scope of Services Request for Proposal#21-7942 1 4 * I I "Collier Area Transit(CAT) Paratransit Passenger Choice Program" 8. Personal Care Assistants(PCA)and Guests A. The Contractor will allow a PCA to ride free of charge per CATConnect passenger. If it is determined that a PCA is necessary for an individual to travel within the system,the County will note this on the individual's permanent record. There is no charge for a PCA as this is not a batched service,but the PCA must have the same pick-up and drop-off location as the CATConnect passenger for each trip. B. Each passenger may have at least one guest who would travel at the same fare as the CATConnect passengers. The PCA and guests of a passenger must have the same origin and destination as the passenger. 9. Record Keeping All the following information must be provided to the County Contract Administrator in order to receive reimbursement for the value for the performance of the trip: A. Date of passenger trip B. Time reservation call is received C. Time of passenger pick up D. Name of passenger E. CATConnect Passengers ID number(to be provided by the passenger) F. Number of companions-PCA G. Full pickup address H. Full destination address I. Total Trip Mileage J. Total money collected from passenger K. Total cost of trip 10. Door-to-Door Service Contractor shall always provide a door-to-door service when picking up and dropping off passenger.The Contractor shall under no circumstances enter any residence,building or facility as part of the passenger trip. 11. Pick-up Window The pick-up window is the timeframe when a vehicle may arrive and be considered on-time for a trip. The pick-up window shall be no later than 30 minutes after the scheduled pick-up time. 12. Late Trips After a reservation for a trip is accepted, all efforts must be made to provide the trip within the pick-up window. A late trip is defined as a trip taken outside the pick-up window. If a trip is going to be or in fact becomes late,the dispatcher must notify the passenger of the delay. Should the Contractor arrive outside of the Pick-up Window,the passenger is under no obligation to utilize the Contractor's service and there will be no payment due unless the passenger agrees to accept the late trip. These events must be documented by the Contractor and included in the monthly data reports along with invoicing. 13. Missed Trips Missed trips are those mutually agreed upon,reserved but not provided. Should a trip be missed,a backup vehicle must be provided to perform the trip. Missed trips without documentation of efforts to contact the passenger and no documentation of other circumstance beyond control of the driver are not eligible to be reimbursed. Three(3)verified missed trips over a rolling 30-day period will result in a$60.00 penalty to the Contractor.Additional groups of three(3) missed trips will incur additional penalty of$60.00 for each occurrence. Contractor shall identify a means to measure Page 4 of 6 Exhibit A—Scope of Services Request for Proposal # 21-7942 t 6 A 1 P "Collier Area Transit(CAT) Paratransit Passenger Choice Program" missed trips. 14. Required Documentation Complaint Log:The Contractor shall direct complaints received regarding their service to 239-252-5840.The Contractor must contact the passenger within three(3)days of receipt of the complaint. Final resolution must be completed within five(5)days.Final documented resolutions will be supplied to Collier County-as completed. 15. Contract Violations and Penalties A. Due to the nature of the service, timeliness and quality of service is of high importance. A pattern of complaints received by the County regarding Contractors timeliness or quality of service may result in termination of the Contract and/or procurement of service from another Contractor. B. Contractor must have resources(driver and vehicle)to respond to an On-Demand service request within 30-minutes from the time of the trip request is received. C. Falsely reporting a trip as completed which was not actually performed is a direct violation of the contract agreement between the County and the Contractor,and as such is grounds for termination of the contract. D. In the event of quality-of-service problems with any driver of the Contractor,the County reserves the right to prohibit specific drivers from transporting CATConnect passengers for services covered by this Contract. 16. Vehicle Requirements A. Vehicles and drivers meet the standards of quality required to be licensed Non-Emergency Medical Transportation (NEMT)Contractor.Contractor shall provide documentation of their maintenance requirements. B. All vehicles will be required to bear program signage at the expense of the contractor, design will be provided by Collier County. Signage should be at a minimum 11"x17"in size. C. Over the course of this agreement,the County has the right to require the Contractor to bring any vehicles used in this service to the CAT maintenance facility for inspection for up to two times in a twelve(12)month period. 17, Invoice A. Invoice acceptance shall be made after receipt and validation of billing. Billing shall be supported with required documentation by the Contractor to include a spreadsheet detailing each trip with the following information: 1) Date of passenger trip 2) Name of passenger 3) CATConnect ID number 4) Number of companions/PCA 5) Time reservation call was received 6) Time of passenger pick up 7) Full pick-up address 8) Actual pick-up times 9) Full destination address 10) Actual drop-off times 11) Total trip mileage 12) Total cost of trip 13) Total amount collected from passenger 14)Name,address,phone number and contact person of the Contractor Page 5 of 6 Exhibit A—Scope of Services �' `�' Request for Proposal#21-7942 1 6 A I 1 "Collier Area Transit(CAT)Paratransit Passenger Choice Program" B. Additional spreadsheet information shall include: 1) Collected fares and trip number associated 2) Total trip cost tabulated for the day 3) Total number of eligible passengers 4) Total number of companions/PCA 5) Total number of wheelchair users 6) Total mileage performed 7) Total late trips 8) Total no-shows Page6of6 .3 Exhibit A—Scope of Services i 6A1 7 Exhibit B Fee Schedule following this page (containing 1 pages) Page 16 of 17 Fixed Term Service Agreement 2022 Ver.l C C lC'.,lC� Request for Proposal#21-7942 16A17 "Collier Area Transit(CAT) Paratransit Passenger Choice Program" EXHIBIT B FEE SCHEDULE The County shall pay the Contractor as follows: Mileage Rate Per Mile $2.50 per mile 1. The rate includes all costs that the Contractor intends to recover such as but not limited to supervision, labor, equipment, materials, vehicles licensing, vehicles titles, pick-up, financing, carrying charges, and all other such charges to accommodate the services and requirements. 2. No price modifications shall be permitted to the Mileage Rate Per Mile Fee Schedule throughout the duration of the contract term. Page 1 of 1 Exhibit B-Fee Schedule 1 6 A 1 7 ACC)IJ CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/09/2022 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 Annarita Bove H&K hsurance Agency,hc. NAME: 182 Main Street AIC. o.Extt: (617)924-5600 (a No). (617)926-0912 E-MAIL above@hkinsurance.com Watertown,MA 02472 ADDRESS: �o INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Valley Forge hsurance Corrpany 20508 INSURED HBSS Connect Corp INSURER B: Continental Casualty 20443 1075 Westford St American Casualty Company of Reading R:nns Ivania 20427 INSURER MA 01851 INSURER D: Axis hsurance Corrpany A0261 INSURER E: 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 LTR TYPE OF INSURANCE IN D SUBR POLICY NUMBER POLICY EFF POLICY EXP UMITS / (MMIDDMNY) (MMIDDIYYYY) A V COMMERCIAL GENERAL UABILITY y y 2072087708 09/19/2021 09/19/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE \/ OCCUR DAMAGE TO RENTED 300,000 PREMISES(Ea occurrence) $ MED EXP(Arty one person) $ 10,000 PERSONAL 8.ADV INJURY $ 1,000,000 GE/NL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 �/ POLICY JEf LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTFER: $ AUTOMOBILE LIABILITY Y Y 2072087708 09/19/2021 09/19/2022 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS _ _ / HIRED / NON-OWNED PROPERTY DAMAGE $ V AUTOS ONLY V AUTOS ONLY (Per accident) B V UMBRELLALIAB OCCUR 2091512230 09/19/2021 09/19/2022 EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 DED V RETENTION$ 10,000 $ c WORKERS COMPENSATION 2054635255 04/01/2022 04/01/2023 J PER ERFF AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Rofessional Liability R001-000180526-02 07/01/2021 07/01/2022 $1,000,000 D Enterprise Security R001-000180526-02 07/01/2021 07/01/2022 $1,000,000 D Rigacy Regulations R001-000180526-02 07/01/2021 07/01/2022 $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project: 21-7942 Collier Area Transit(CAT)Paratransit Passenger Choice Rogram Blanket Additional Insured on the general liabilty on a primary&non-contributory basis with a waiver of subrogation as required by written contract which the auto and umbrella shall follow. Also Blanket Waiver Of Subrogation on the workers compensation as required by written contract.END.#SB146932G and END.#CNA80103XX Included in Blanket Additional Insured is: Collier County Board of Country Corrrrissionsers,OR,Board of Country Conrrissioners in County,OR Collier County Government,OR Collier Count Notice of cancellation provision follows state mandated laws. 10 days for non-payment,30 days for all other CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Board of County Commissioners ACCORDANCE wrr THE POLICY PROVISIONS. 3295 Taniarri Trail E Naples,FL 34112 AUTHORIZED REPRESENTATIVE OnL/‘111.6)(43 ' -rle''''<— ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD