#09-5227 (Dial-A-Nurse)
A G R EEMENT09-S227
for
Services for Seniors
THIS AGREEMENT, made and entered into on this 23rd day of June~ 2009, by and between
Dial-A-Nurse, Inc., authorized to do business in the State of Florida, whose business address
is 599 Ninth Street North" Naples, Florida 34102, hereinafter called the 'Vendor" and Collier
County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter
called the "CountyI1:
WITNESSETH:
1. COMMENCEMENT. This Agreement shall commence on July I, 2009 and shall
terminate on June 30" 2012.
2. ST A TEMENT OF WORK. The Contractor shall provide Services for Seniors in
accordance with the terms and conditions of ITQ *09-5227 and the Vendor's proposal
referred to herein and made an integral part of this agreement. This Agreement contains
the entire understanding between the parties and any modifications to this Agreement
shall be mutually agreed upon in writing by the Vendor and the County Contract
Manager or his designee, in compliance with the County Purchasing Policy and
Administrative Procedures in effect at the time such services are authorized.
3. COMPENSATION. The COWlty shall pay the Vendor for the performance of this
Agreement the aggregate of the units actually ordered and furnished at the unit price,
together with the cost of any other charges/ fees submitted in the proposal as set forth
in Appendix I, Contract Rate Caps, attached hereto and made an integral part hereof.
Payment will be made upon receipt of a proper invoice and upon approval by the
Contract Manager or his designee, and in compliance with Section 218.70, Fla. Slats.,
otherwise known as the "Local Government Prompt Payment Act".
4. SALES TAX. Vendor 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.
5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if
mailed or faxed to the Vendor at the following Address:
Page 1 of7
Dial-A-Nurse, Inc.
S99 Ninth Street North
Naples, FL 34102
Attention: Ted Wolfendale
Telephone: 239-434-8000
Facsimile: 239-434-6795
All Notices from the Vendor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department - Purchasing Building
3301 Tamiami Trail" East
Naples" Florida 34112
Attention: Steve Carnell, Purchasing/GS Director
Telephone: 239-252-8371
Facsimile: 239-252-6584
The Vendor 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.
6. NO P ARTNERSIDP. Nothing herein contained shall create or be construed as creating
a parblership between the County and the Vendor or to constitute the Vendor as an
agent of the County.
7. 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 Vendor. 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 Vendor. The Vendor shall also be solely responsible for payment of any
and all taxes levied on the Vendor. In addition, the Vendor 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 Vendor agrees to comply with all laws
governing the responsibility of an employer with respect to persons employed by the
Vendor.
8. NO IMPROPER USE. The Vendor will not use" nor suffer or pennit 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 Vendor or if
the County or its authorized representative shall deem any conduct on the part of the
Vendor to be objectionable or improper~ the County shall have the right to suspend the
Page 2 of7
contract of the Vendor. Should the Vendor 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 Vendor further agrees not to commence operation during the
suspension period until the violation has been corrected to the satisfaction of the
County .
9. TERMlNATION. Should the Vendor 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
non-performance.
10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to
race, sex, color~ creed or national origin.
11. INSURANCE. The Vendor shall provide insurance as follows:
A. Commercial General 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 Premises and Operations; Independent
Vendors; Products and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per
Occurrence, Combined Single Umit for Bodily Injury Liability and Property
Damage Liability. This shall include: Owned Vehicles" Hired and Non-Owned
Vehicles and Employee Non-Ownership.
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
Special Requirements: Collier County Government shall be listed as the
Certificate Holder and included as an Additional Insured on the Comprehensive
General Liability Policy.
Current, valid insurance policies meeting the requirement herein identified shall
be maintained by Vendor during the duration of this Agreement. Renewal
certificates shall be sent to the County thirty (30) days prior to any expiration date.
There shall be a thirty (30) day notification to the County in the event of
cancellation or modification of any stipulated insurance coverage.
Vendor shall insure that all subVendors comply with the same insurance
requirements that he is required to meet. The same Vendor shall provide County
with certificates of insurance meeting the required insurance provisions.
12. INDEMNIFICATION. To the maximum extent pennitted by Florida law, the Vendor
shall indemnify and hold harmless Collier County" its officers and employees from any
Page 3 of7
and all liabilities, damages, losses and costs, including, but not limited to~ reasonable
attorneys' fees and paralegals' fees" to the extent caused by the negligence, recklessness,
or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the
Vendor 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. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf
of the County by the Housing and Human Services Department.
14. CONFLICf OF INTEREST: Vendor 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. Vendor further represents that no
persons having any such interest shall be employed to perform those services.
15. COMPONENT PARTS OF nus CONTRAC!'. This Contract consists of the attached
component parts" all of which are as fully a part of the contract as if herein set out
verbatim: Vendor's Proposal, Insurance Certificate, and ITQ #09-5227 Specifi-
cations/Scope of Services.
16. SUBIECf 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.
17. 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 Ill, Florida
Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative
Procedure 5311. Violation of this provision may result in one or more of the following
consequences: a.) Prohibition by the individua1~ finn, 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 tennination of any contract held by the individual and/ or finn for cause.
18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement,
the Vendor is formally acknowledging without exception or stipulation that it is fully
responsible for complying with the provisions of the Immigration Reform and Control
Act of 1986 as located at 8 D.S.C. 1324" et seq. and regulations relating thereto~ as either
may be amended. Failure by the Vendor 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 4 of7
19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
20. 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.
21. ADDITIONAL ITEMS/SERVICES. Additional items and/ or services may be added to
this contract upon satisfactory negotiation of price by the Contract Manager and
Vendor.
22. 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 Vendor 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 resolutio~ 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 Vendor with full decision-making authority and
by Countis 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.
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.
Page 50f7
APPENDIX 1
CONTRACT RATE CAPS
SERVICE
MAXIMUM FEFJUNIT OF SERVICE
Total Cost Reimbursemeot
Adult Day Care (CCE) $10.00 per Hour S 9.00
CHORE $20.00 per Hour $18.00
Enhanced CHORE* $30.00 per Hour $27.00
Emergency Alert Response System $ 1.11 per Day $ 1.00
Homemaker $20.00 per Hour $18.00
PersGDaJ Care $22.22 per Hour $20.00
Respite (In-Home) $20.00 per Hour $18.00
Respite (In- Facility)ADI $10.00 per Hour $ 10.00
Skilled NursiDg $38.89 per Hour $35.00
Specialized Med Equipment t 00% cost 9()O1O of cost
F acUity Respite (24 HOlln) $138.90 per 24hr. $125.00 per 24hr.
* Enhanced Chore requires two (2) or more workers performing multiple tasks at the same time.
Page 7 of7
IN WITNESS WHEREOF, the Vendor and the County, have each" respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first above
written.
."
AITFST- , ,""A "1""
. . .. {', .'., '~\ ," ;') ,--,
Owight ~,iJjock~ ae~;f?fCourts
.~, .". ..,':'<~"
,
~ J
iJ.Q JJ h\tiU ilL
First Witness
1:J ts O\~G ,SELL
TYReiprint witness met
uJn
, ec.ond Witness , /..
'-J01Jche/6 3/ rr7 (j/lO)?
fTypejprintwimess~f
Approved as to form and
legal sufficiency:
~~ i?)~L
-A!51Slant County Attorney
~~
< tf)71 R ~A..d
Print Name
Page 6 of?
BOARD OF COUNTY COMMISSIONERS
COLLlER~W1_ /J
By: I:&.. ~
Donna Fialal Chairman
Dial-A-Nurse, Inc.
Vendor
By: 7) ~
' Si
.
'rE:\) WOL ~(N1J l\Lf ADhllN \ ~-rR~D ~
Typed signature and title
From:Krislen Himmel FaxlD:
Page 20f3
Date:717J2009 03:43 PM Page:2 of 3
~
~R CERTIFICA TE OF LIABILITY INSURANCE DATE (MMIDD/Y'YYY)
OP 10 HIKR I
D:tALA-1 07/07/09
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Sabrina C Dulaney Ins Agcy Inc HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
1217 Piper Blvd suite 102 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Naples FL 34110
Phone:239 254-9005 Fax:239 254-9002 INSURERS AFFORDING COVERAGE NAIC#
INSURED ~~-_.".. ---"--~--" ._...-
Ir'~URER A Nationwide Insurance 25453
IIJSURER 6
.-,-
Dial-A-Nurse Inc. INSURER C
599 9th street N #207 IlISURER D
Naples FL 34102 --- ---" -
I INSURER E
COVERAGES
TIlE POLICIES or- INSURAJi':E LISTED BELOW HAVE BEEN ISSUED TC TIlE II.ISURED t';AMED ABOVE FOR THE FOllCl FERIOD INDICATED I.JOTWITHSTAlJC'II,G
Nfr RE':JUIREM:HT TERM OR COUDITIOU OF ANY COtlTRACT C>f; OTHER D,;ocUMEI.ff WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSU=D OR
1,1';\' PERTAII, THE I/JSlJRIlJKE A"r-ORDED BY TII:;: POLICIES DESCRIBED HEREIN IS SUBJECT TO "LL Tl-E TERMS, EXCLUSIOIIS MID ':('NDITIOI.JS OF SUCH
POLICIES AGGRE':ATE LIMITS SHOWI.IM"Y H"VE BEEN REDUCED 6Y PAID CLAIMS
...~" N'SRC TYPE OF INSURANCE POLICY NUMBER DATE (MMIDDIYYYYI DATE (MMIDDIYYYY) LIMITS
LTR
GENERAL L1ABILm' EACH OCCU~RENCE f,1,000,OOO
f--- 07/03/09 07/03/10 I Ui',~t%~ I U H~r" t1.T
A X ~ COMMERCIAL GEr'JERi'.L Ui'BllITY 77B07189053001 PREMIS"S lEa occWTencel $ 50 , 000
o CLAIMS M4Di: 0 OCCUR ~--
MEe' En: [Anyone p."D"> $ 5,000
-
PERSCt-JA.L e .4Dv INJURY ~1,000,000
- - If, 2, 000,000
GEHEhAl AC-GPEGATE
- $1,000,000
GElrL AG(],REGATE liMIT APPnPER PRODUCTS - COMP/OP AGG
'I n PRO
POLICY JECT loX
AUTOMOBILE LIABlLm' COI~BINED SII-IGLE LIMIT
r-- (Ea 3!:cld-?nt> f
ANY .AUTO
'--
I'LL OWIJED AIJTOS 60JIL Y II,JJU,y
- (Per perSlJfl) $
SCHED'.A.ED AUTOS
-
HIRED ,t..l..JTOS BODIL Y ItIJURY
- (Per oCCld.eNI $
NOiJ~OV'-INED AUTOS
- I
- I PROPERT'( DAI.I"GE $
(Plo.'r OCCtdl;'fl1l
GARAGE LIABILm' I .<;UTO ON. Y - Ell ACCID8.ff I-
q MIY AUTO -
OIHER THAN EAACC I
AUTO OI-lL Y AGG $
EXCESS I UMBRELLA L1ABllm' EACH OCCURREI'ICE $
b OCCUR 0 CLA'MS ~'JIDE t.GGREGATE $
f
~ IDEDUCTlBlE $
RETENTION $ $
WORKERS COMPEUSATlOII ITok\ t:~IT~ I I<JElj
AtlD EMPLOYERS' LIABlUTY YIN
A1JY PROPRIETORiPARTN=:RtEXECIJTIVE 0 E L EACH ACCIDENT $
OFFICER,MEMBER EXCLUDED?
(Mandatory In NH) E l DISEASE - EA EMPLOYEE $
It yes, de;;cnbe unde-r E l DISEASE - POLICY LIMIT !$
SPECiAl PROVISIOtJS below
OTHER
DESCRIPTION OF OPERAllOtjS IlOCATlONS I VEHICLES I EXCLUSIO~JS ADDED BY ENDORSEMENT I SPi:CIAL PROVlSIOUS
Collier County Board of County Cormnissioners named as additional insured.
CERTIFICATE HOLDER
CANCELLATION
SHOUlD I>JIY OF THE ABOVE DESCRIBED POLICIES Bi: CANCELLED BEFORi: THE EXPIRATION
COLLI-3 DATE THEREOF, THE ISSUING INSURi:R Will ENDEAVOR TO MAil ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE Li:FT. BUT FAIlURE TO 00 SO SHALL
Collier County Board of IMPOSE NO OeLIGAllON OR L1ABILrT\' OF ANY mUD UPON THE INSURER. ITS AGENTS OR
County Commissioners Ri:PRi:SENTATlVES,
Attn: Lyn M. Wood AUTHORIZED REPRESENTAllVE
3301 Tarniami Trail East Sabrina Dulaney
Naples FL 34112
ACORD 25 (2009101)
@1988.2009ACORDCORPORATION. All rights reserved.
The ACORD name and logo are regIstered marks of ACORD
From:Kristen Himmel FaxlD:
Page 30f3
Date:717J2009 03:43 PM Page;3 of 3
IMPORTANT
If the certificate holder is an ADDITIONAL IhISURED. the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
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).
DISCLAIMER
This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized
representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the policies listed thereon
ACORD 2S (2009/01)
~ 1
~RD~
PRODUCER
CERTIFICATE OF LIABILITY INSURANCE
OP 10 GF
DIALA-2
A
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW
DATE (MM/DDIYYYY)
07/09/09
Bouchard-Fort MYers
8191 College Pkwy Suite 202
Fort MYers FL 33919
Phone:239-489-3232 Fax:239-489-1084
INSURED
INSURERS AFFORDING COVERAGE
Florida Retail Federation SIF
NAIC#
10700
35378
Dial-A-Nurse, Inc.
DeeMae Sell
599 9th Street North Suite 207
Naples FL 34102
COVERAGES
INSURER A:
INSURER B:
INSURER C:
INSURER D:
INSURER E:
Evanston Insurance Com an
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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR NSR[ TYPE OF INSURANCE POLICY NUMBER cl'iPT~~~,jfJ&~ DATE(MM/g~~ LIMITS
GENERAL LIABILITY EACH OCCURRENCE $
- '-''''YO::::'.''-
COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurence) $
- :=J CLAIMS MADE D OCCUR
MED EXP (Anyone person) $
-
PERSONAL & ADV INJURY $
-
GENERAL AGGREGATE $
f--
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $
II nPRO- n
POLICY JECT LOG
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
r--- (Ea accident) $
ANY AUTO
f--
ALL OWNED AUTOS BODILY INJURY
r--- (Per person) $
SCHEDULED AUTOS
r---
HIRED AUTOS BODILY INJURY
f-- (Par accident) $
NON-OWNED AUTOS
-
- PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
~ ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE $
tJ OCCUR D CLAIMS MADE AGGREGATE $
$
R DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION . X ITOvRYl.IMITS- I IUIH-
AND EMPLOYERS' LIABILITY ER
YIN
A ANY PROPRIETORIPARTNER/EXECUTIVED 052032524 01/01/09 01/01/10 E.L EACH ACCIDENT $ 100000
OFFICER/MEMBER EXCLUDED? E.L DISEASE - EA EMPLOYEE $ 100000
(Mandatory In NH)
~~~Mts~~~Jj~?ONS below E.L. DISEASE - POLICY LIMIT $ 500000
OTHER
B PROFESSIONAL LIAB SM858989 07/07/09 07/07/10 PER CLAIM 1,000,000
AGGREGATE 3,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
*TEN DAYS WRITTEN CANCELLATION FOR NON PAYMENT* RE: CONTRACT #09-5227
COLLIER COUNTY SERVICES FOR SENIORS
CERTIFICATE HOLDER
CANCELLATION
COLLIER COUNTY
BOCC
PURCHASING DEPT
3301 E TAMIAMI TRL
NAPLES FL 34112
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
COLLIER DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AU 0
ACORD 25 (2009/01)
988- 09 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
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).
DISCLAIMER
This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized
representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2009/01)
~__, ti__fa----K_lI