#09-5227 (Always There)
16 E 10
A G R E E MEN T 09-5227
for
Services for Seniors
THIS AGREEMENT, made and entered into on this 23rd day of June, 2009, by and between
Always There Home Health Care, Inc., authorized to do business in the State of Florida,
whose business address is 317 North Collier Boulevard, Suite 201, Marco Island, Florida
34145, hereinafter called the "Vendor" and Collier County, a political subdivision of the State
of Florida, Collier County, Naples, hereinafter called the "County":
WIT N E SSE T H:
1. COMMENCEMENT. This Agreement shall commence on July 1, 2009 and shall
terminate on June 30, 2012.
2. STATEMENT 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 County 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. Stats.,
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.
Page 1 00
16El0 "
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:
Always There Home Health Care
317 N. Collier Blvd., Suite 201
Marco Island, FL 34145
Attention: Janel Hanna Sine, Administrator
Telephone: 239-389-0170
Facsimile: 239-389-0164
All Notices from the Vendor to the County shaIl be deemed duly served if mailed or
faxed to the County to:
CoIIier County Government Center
Purchasing Department - Purchasing Building
3301 Tamiami Trail, East
Naples, Florida 34112
Attention: Steve Carnell, PurchasingfGS 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 PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership 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. AIl
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 shaIl 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 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
Page 2 00
16 E 10
effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if
the County or its authorized representative shaIl deem any conduct on the part of the
Vendor to be objectionable or improper, the County shaIl have the right to suspend the
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.
TERMINATION. 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 shaIl 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:
~
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.
o?
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.
~~
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 lrtsured 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 a!1Y expiration date.
There shall be a thirty (30) day notification to the County in the event of
canceIlation or modification of any stipulated insurance coverage.
Page 3 of7
16 E 10 1
Vendor shaIl insure that all sub Vendors 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 permitted by Florida law, the Vendor
shall 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, 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. CONFLICT 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 THIS CONTRACT. 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 rTQ #09-5227 Specifi-
cations/Scope of Services.
16. 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.
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 III, 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 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 contract held by the individual and/ or firm 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
Page 4 of7
16 E 10 i
responsible for complying with the provisions of the Immigration Reform and Control
Act of 1986 as located at 8 U.s.e. 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.
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 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 Vendor 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.
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 5 of7
16 E 10
1
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.
ATTEST: '..
Dwi ht R Broek, Clerk of Courts
BOARD OF COUNTY COMMISSIONERS
::LLII)='FJ~
Donna Fiala, Chairman
By:
Dated: (
(SEAL)
~tttst,. '._
,1 "'It.... '.1 '"
Always There Home Health Care, Inc.
Vendor
~1#C;~JPr12-
first Witness
L\ (\ ~,c:" D.L U- 0"
tTypejprint witness namet
(~ B'f?
Second itness{J'
~ n~ ~
BY; 'l1LfMiJ /1vYJt
( Signature
~e \ ~fi.V1~Q ~~f
yped signature and title
I
( I-kij r ,(/ ? ~fyJ
iTypej print witness namei
Approved as to form and
lega fficiency:
W
. ounty Attorney
\),e P ...."1
.s c..o*---1l/~eL
-
Print Name
Page 6 of7
16EI0'~
APPENDIX 1
CONTRACT RATE CAPS
MAXIMUM FEE/UNIT OF SERVICE
SERVICE
Total Cost Reimbursement
Adult Day Care (CCE) $10.00 per Hour $ 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
Personal 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 Nursing $38.89 per Hour $35.00
Specialized Med Equipment 100% cost 90% of cost
Facility Respite (24 Hours) $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
From: Michael Koehne
Fax: (866) 792-8009
To: +12392526597
Fax: +12392526597
1
ACORO_
CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDDIYYYY)
ALWAY-3 01 07 09
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCEIt
Chapel Insurance Assoc.. Inc.
Box ~010
Haddonfield NJ 08033
Phone: 856-795-7500 Fax:856-795-9877
INSURED
INSURERS AFFORDING COVERAGE
NAIC#
Always There Home Health
Care Inc.
317 North Collier Blvd
Marco Island FL 34145
INSU RER A:
INSURER B:
INSURER C:
: INSlJ~.E_~ D:
~ INSURER E:
Amaric~ Alternative Xn.uraA~.
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTAIiDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER OOCUIltENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY 8E ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THEe TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CtAIMS.
- I '6*~~MMlDD/Y j' DATI! (M~~N --....'.-
LTR INSR[ TYPE OF INSURANCE POLICY NUIUlllER UMlTS
GENERAL LIABILITY ! EACH OCCURRENCE ;$1,0~0,~
I---
A ~ COMMERCIAL GENERAL L1ABILrTY HG305188002 03/04/09 : 03/04/10 PREMISES {Ea o"",!,~ncel $1.000.000
I--- [!J CtAlMS MADE D OCCUR MEO EXP (Anyone person) $ 50 . 00 Q. n_
--
PERSONAL & ADV INJURY _Sl.000.000
,. . ~.'~
, I I GENERAL AGGREGATE $3,000,000
-- -
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS. COMPJOP AGG ' 5 3,000.000
II ,Ii PRO. 1----, - --~f--'-"---- --. ..---
POliCY JECT i LOC
AlITOMOBlLE LIABILITY COMBINED SINGLE liMIT
1- $
ANY AUTO (Ea accldenl)
I-- -~ -~,..
t= ALL OWNED AUTOS BOOll Y INJURY
$
SCHEDULED AUTOS (Per personl
-.........-...--- --
HIRED AUTOS I ' BODILY INJURY
- 5
NON-OWNED AUTOS (Per accident)
- .".
! - -- PROPERTY DAMAGE S
I (Per aCCident)
GARAGE LIABILITY AUTO ONL Y - EA ACCIDENT $
=1 ANY AUTI! -.---....-- ~ -, -
OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESSlUMeRELLA LIABILITY ' EACH OCCURRENCE $1.000.000
A o OCCUR ~ CLAIMS MAOE , HU50S043302 03/04/09 03/04/J.0 ~",~C;RE.GA lE 51.000,000
._u
R DEDUCTIBLE -----. $
-"
$
REeTENTION $ $
WORKERS COMl'ENSA TION AND I TORY LIMITS I IUJt
EMPLOYERS' LIABILITY ER . -
ANY PROPflIETORlPARTNERiEXECUTlVE E.l. EACH ACCIDENT $
.-
OFFICERlMEMBER EXCLUDED? EL, DISEASE - EA EMPLOYEE $
If yes. describe under ------ ..
SPECIAL PROVISIONS below E.l. DISEASE - POLICY LIMIT 5
OTHER
A professional HG305188001 03/04/09 03/04/10 Occur.nce 1,000.000
Liabilitv I Aqqrecrate 3,000.000
DESCRIPTION OF OPERATIONS I lOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORsEMENT I SPECIAL PROVISIONS
The Certificate Holder :Is Named As An Additional :Insured On The General
Liability policy
COVERAGES
COLLI-1
CANCELLATION
SHOULD ANY Of' THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATlO
DATE THEREOF, THE ISSUING INSURER WI~L ENDEAVOR TO MAIL !L DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEn, BUT FAILURE TO DO so SHALL
IMPOSE NO OBLIGATION OR LIAElILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
CERTIFICATE HOLDER
Collier County CCC
Diana De Leon
3301 Tamdami Trail East Bldg G
Naples FL 34112
Mi.chael Koehne
ACORD 25 (2001/08)
JUN 29 2009 11:16 FR
TO 12392526597
P.01/01
16 E 1 O~
CERTIFICATE OF LIABILITY INSURANCE I (;ER."PtCAT~ NO. {OATil
ACDRQ,. F\1;O~.lfl~Hlin:;Cl ACJ7f1.1":'
(./;:f,io:l009 :0 i !i7 = .1.1\.'1'>1
PRODUCER THIS.CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
R~gnpQ~nt a~.k s.rv~~.. LLC ONL V AND CONFERS NO RIGHTS UPON THE CERTIFICATe
141'0 Call.. P&~kway *500 ~?.:~:A, THIS CERTIFICATE DOES NOT AMEND, EX~~~ ~~
Call.., TX 75254
(800) 632-5096 (9'12) '115-0959 INSURERS AFFORDING COVERAGE
i!'ax: (972) 404-4450 1~."r~~,..., c' ~v
INSURED: Equity GroLlp L~a",:i.ng I, In" l/,~/ f: INSUFt!A A; "'--- ; ,~ ",--,,"'_.... "~'"'
IILl'h't!: nUl:RE IIOM~ ;IEAL!': CAR~ INSI.lFlI!Fl B: ..
317 NQR!H GOLLIER tlLVD ~Ul'rE 201 INSURER C:
M.:t..RGO I:'JLAND, ~[, H145
TZ391 H9-0170 Fa.x: IIIlSURER 0:
IN$\JFiEA Ii:
l7J;1
THill POI.ICIES OF INSURANCll LI!ifIll) IICLOW HAVE BE"N ISSUEll TO THE INSURED NAilED ABOVE FOR THE POLICY PI!II10D INDlCATI!D. NOTWlTH$TANDING
ANY RSQUIRE_I\IT, TERM OR CQHl)ITION OF >>IY CONTRACT OR OTHER COClIIENT WITH RESPECT TO WHICH THIS CEFlTlFlCATE MAY BE ISSUED 011
r.lAY PEATAIN, THE INSUIlANC~ Al"f'ORDED BY 11'11; POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONIlITJONS OF Sl,lCH
POLICIE5. AGtlR"GATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS-
I!NT5..R TYPE OF IN$IJI'IANCE PO LIeY NUMBER PO~leY I!!FPI! TillE II'OLICY eltPIFll\TIO LIMITS
~NERAL LIAElLLITY .ACH Q(;CI,IRRENCE $
~ t:Jf>1M.R(;IP.I. ...NfRAL LIABILITY FIRe 0,10""-"",, (A,W 000 F;'tl $
~ CLAIMS ....06 0 O'::'::UR MED EXP IA,v on. por.onl $
I- P.R5ONAL.. ADI/INJURY $
~ GeN;f'A!. AOOflEGATE S
r=t AGGRn LIMIT APPl.leS P.RI PRODUCTS - COMPIOP AGG $
F'OLlCY p'~Rr 11 ~OC
~UTDMOBll.E LIABIUTY COMBINED SINaLE LllIl:T S
- ANY AUTO IE" ...idunl)
- ALL OWN~D AuTOS BODIL Y INJURV
SCHEDULED AUTOS (P&I p.t.~I\l $
l-
I- HIRED AUT05 60DIL Y INVR Y
$
I- NON.OWNE D AUTOS {P~tfl.C:t::ll:!OI"lJ
>- PRopeAn' DA....GE $
\Fel aCClllenli
RACE LIABILITY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EA ACe s
AlITa ONl.V: Alia $
~CESS UABILITY EACH OCCURRENCE ..
~ OCCuR Do..A1Mli rMCE A"'GRe,"'Te S
- S
- DEOuCTIBI.E $
RET"'1T10N S S
WO!lKERS COMPENSATION AND WC77779990001 04/01/?OI)$I 04/l11/2010 x I we, <lTAlIL I IO!,t<.
EMPLOYER9' LIAIlILITY :1 (J{)OO[1lj
e.L. E"OH A~Clr;lENT $
A o.L. DISEASE, eA EMJ'LOYEE t 1000000
Sol. OIS~A$e ' POLICY LIMT $ lOOUUDO
~HEA LIMITS $
~IMIT$ S
~_ Thi~ certifica~e remains in effect, provided the dio:nt.:.I ,Jccount is in ?,OCd ''';"n<:linq wl"h E:cjui ty
Group Leasing,r, Ioc. Cove~age is nct pfl~V i.ljl"J for an~ employee for wr,ic,:l\ "I'I~' "lir~nt is not reportl.n..
wages ~o E:q.~~tr Grou~ LeaSl.nikI 11"1<:. ,1I.~tliQ~ t':> 100, of the elnf>lo~..,c::; of Equitl( GrOLl)? r."'''~ill~ I
II'lC lC.I::;cd to A WAYS !i!l:l'J:: liO HEALlli CA -, eEfectlve 04/01/2009. __ Projec.:c Tnl0r~~t10n:. c'sa:
ceRTIFICATe HOLDER I I ADDITIonAL INSURED: INSl,l!l~!l LiTTER: CANCELI..A TION
w
P,U& TH"IlfO'. TtIE ISSUING INSURER WILL ENDEAVOR TO "AIL ., il DAYS WRITTF."l
COlli"', Bee NOTICE TO THI!. QIlRTlFICATE HOI.D&R NAMED TO THI!. U'1rT. BUT FAILURE TO DO SO SHALL
Att~ DrANA O~L~ON IMPOSe NO llllUQATION OR LlAfIILrry OF ANY I(INf) l,IPON THIIH!lUIll!A, ml A4;;ENTS OR
:;:l01 TIlm.i..mi.. 1r"n F.ot't:Jt REPRE~NTATlVES,
~"p1",o. t"L 34llZ
..UTHClRlZED FlI!.PIIESEN'TAT'''''' ,~
- . ;.,..'
A'COAD 25-5 (7/97) (t) ACORD CORPORATION 1988
/.
** TOTAL PAGE.01 **