#12-5856 (NurseCore Management Services, LLC DBA NurseCore of Fort Myers) RECEIVED
AGREEMENT12-5856
for SIS MA; G NIEN7
Services for Seniors
THIS AGREEMENT, made and entered into on this // day of i e ci,ein1/Ct.¢,■ , 2012, by
and between NurseCore Management Services, LLC d/b/a NurseCore of Fort Myers
authorized to do business in the State of Florida, whose business address is 4350 Fowler
Street, Suite 4, Fort Myers, Florida 33901, hereinafter called the "Vendor" and Collier County,
a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the
"County":
WITNESSETH:
1. COMMENCEMENT. This Agreement shall commence on/1 6eei/,hM , 2012 and
shall terminate on/0 ?C4ut , 2014.
The Contract award is a two (2) year contract, with the possibility of two (2) additional
two (2) year terms pending funding from grantors and acceptable performance by the
awarded vendor. Any such renewals shall be mutually agreed upon in writing by the
parties. The maximum duration for this Contract for CCE, HCE and ADI funding will
not exceed six (6) years (through June 30, 2018). As outlined in RFP #12-5856, the
County requires the Vendor to contribute a cash or in-kind match of no less than ten
(10) percent for all services related to the Community Care for the Elderly Program
(CCE).
2. STATEMENT OF WORK. The Vendor shall provide Services for Seniors in accordance
with the terms and conditions of RFP #12-5856, the terms, conditions and requirements
of the grant, 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 Attachment A, Contract Rates, attached hereto and made an integral part hereof.
Payment will be made upon receipt of a proper invoice as per Attachment B, Invoice
and Logs, attached herein and incorporated by reference, and upon approval by the
Page 1 of 1 1
Contract Manager or his designee, and in compliance with Section 218.70, Fla. Stats.,
otherwise known as the "Local Government Prompt Payment Act".
3.1 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 contract. 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.
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:
NurseCore of Fort Myers
4350 Fowler Street, Suite 4, Ft. Myers, FL 33901
Attention: Gay Kelley, Vice President
Telephone: 239-278-3633; Facsimile: 239-278-4984
E-mail: contractdepartment @nursecore.com
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
3327 Tamiami Trail, East
Naples, Florida 34112
Attention: Joanne Markiewicz, Purchasing/GS Director
Telephone: 239-252-8407; Facsimile: 239-252-6480
The Vendor and the County may change the above contact information 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. 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
Page 2 of 11
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 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 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
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 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 Limit 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.
Page 3 of 11
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. The Vendor shall provide
County with certificates of insurance meeting the required insurance provisions.
Renewal certificates shall be sent to the County ten (10) days prior to any expiration
date. Coverage afforded under the policies will not be canceled or allowed to expire
until the greater of: ten (10) days prior written notice, or in accordance with policy
provisions. Vendor 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 Vendor from its insurer, and nothing contained
herein shall relieve Vendor of this requirement to provide notice.
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.
12.1 The duty to defend under this Article 12 is independent and separate from the
duty to indemnify, and the duty to defend exists regardless of any ultimate liability of
the Vendor, 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 Vendor. Vendor's obligation to indemnify and defend under
this Article 12 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.
13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf
of the County by the Housing, Human and Veterans 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
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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 RFP #12-5856 Specifi-
cations/Scope of Services, Attachment A Contract Rates and Attachment B Invoice and
Logs.
If a conflict arises between the documents, the order of precedence shall be: this
Contract, the County's RFP #12-5856, the terms and conditions of the grant, and the
Vendor's proposal.
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
responsible for complying with the provisions of 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. 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.
Page 5 of 11
21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to
this contract in compliance with the Purchasing Policy and Grantor Agency
Requirements.
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.
*****************Remainder of Page Intentionally Left Blank*****************************
Page 6 of 11
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.
BOARD OF COUNTY COMMISSIONERS
ATTEST: COLLIER COUNTY, FLORIDA
Dwight E. Crock,'..0 erk of Courts
By:
Dated w, Fred W. Coyle,Chairman
Aware if*
NurseCore Management Services,LLC
d/b/a NurseCore of Fort Myers
Vendor
f By: .
First Witness Signature
June Rose
TTyp, print witness et •
�' ,r L� ,� Deborah Lollar, President/CEO
Yecond itness Typed signature and title
David Guillory
tType/print witness namel'
Approved as to form and
legal sufficiency:
•
• Assistant C inty � ttorney
Mint Name
Page 7of'II
Agreement#12-5856 "Services for Seniors"
Attachment A
Contract Rates
Total Cost Per Reimbursement
Item Service Description Grant Service Unit Rate Per Unit to
Service Unit Supplier
1. Adult Day Care CCE Per Hour $11.00 $9.90
2. Chore CCE Per Hour 19.57 17.61
3. Enhanced Chore CCE Per Hour 25.21 22.69
(Requires two(2) or more
workers performing
multiple tasks at the same
time.)
4. Companion CCE Per Hour 19.60 17.64
5. Homemaker 1 (includes CCE Per Hour 18.56 16.70
Shopping Assistance
(RFP#6 Shopping
Assistance Service)
6. Shopping Assistance See Item#5
7. Personal Care(RFP#10 CCE Per Hour 21.46 - 19.31
Escort Service)
8a. Respite (In-Home) CCE Per Hour 20.00 18.00
8b. Respite(In-Home) ADI Per Hour 20.00 20.00
9. Respite(In-Facility) ADI Per Hour 11.00 11.00
10. Escort See Item#7
11. Skilled Nursing CCE Per Hour 35.26 31.73
12. Emergency Alert CCE Per Day 1.09 .98
Response System
13a. Specialized Medical CCE Per Episode Catalog in effect Catalog-ten (10)
Equipment, Services, in September percent in effect in
and Supplies 2012 September 2012
13b. Specialized Medical ADI Per Episode Catalog in effect Catalog in effect in
Equipment, Services, in September September 2012
and Supplies 2012
Notes:
1. Services for Seniors grant includes Shopping Assistance under Homemaking and Escort under
Personal Care.
2. The Total Cost per Service Unit will be used for HCE applied grants(no match is required).
Attachment B
Invoice and Logs
(Minimum Standard Invoice Information)
Vendor Name Invoice Number
Vendor Address From Date and To Date
County Purchasing Order Number
Reimbursement TOTAL
Total Rate Per Unit AMOUNT
Service Cost In Kind to Supplier (Multiply the
Description Referenced Match (Subtract In Unit Reimbursement
(identified Grant Per Amount Kind Match Quantity Rate Per Unit
Service
by line) Amount from to Supplier x
Unit Total Cost Per the Unit
Service Unit) Quantity)
I certify to the best of my knowledge and belief that this invoice, and attached service detail log,
is complete and correct and all outlay herein are for the purposes set forth in the contract, and
that services are ordered by the case manager as agreed on the Contract. Legible copies of the
dated timesheet, signed by the client and the worker supporting this invoice must be available
upon request. Collier County reserves the right to correct computation of errors to assure
proper payment amount.
Prepared by: Date:
Adjustments Reasons:
Lead Agency Authorization:
Attachments: Weekly Service Log and Weekly Client Service Time Sheet
Page 9 of 11
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AC ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY)
L../ to/1/2013 11/21/2012
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 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 Lockton Companies,LLC Denver NAMEACT
8110 E.Union Avenue - PHONE I FAX
(NC.No.Extl: (A/C,Not
Suite 700 E-MAIL
Denver CO 80237 ADDRESS:
(303)414-6000 INSURER(S)AFFORDING COVERAGE NAIC#
INSURER A:Evanston Insurance Company 35378
INSURED NurseCore Management Services,LLC INSURER B:Tower Insurance Company of New York 44300
1307814 2201 Brookhollow Plaza Drive,Suite 450 INSURER C:CastlePoint Insurance Company 17205
Arlington TX 76006 INSURER D:Fireman's Fund Insurance Company 21873
INSURER E:
INSURER F:
COVERAGES NURMA01 EI CERTIFICATE NUMBER: 11990190 REVISION NUMBER: XXXXXXX
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 ADDL SUER
LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER ,MM//DDY E/YYYY),MM/DD/YYYYL LIMITS
A GENERAL LIABILITY Y N SM889478 10/1/2012 10/1/2013 EACH OCCURRENCE $ 1-000-000
DAMAGE TO RENTED
X CQMMERCIAL GENERAriljiABILITY PREMISES(Ea occurrence) $ 50,000
CLAIMS-MADE I 1OCCUR MED EXP(Any one person) $ 5.000
PERSONAL&ADV INJURY $ 1,000,000
GENERAL AGGREGATE $ 3,000 000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 1.000.000
POLICY PRO-
JECT LOC $
A AUTOMOBILE LIABILITY N N SM889478 10/1/2012 10/1/2013 COMBINED SINGLE LIMIT
(Ea accident) $ 1.000.000
_ ANY AUTO BODILY INJURY(Per person) $ = M
ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ XXX000CX
AUTOS AUTOS
X HIRED AUTOS X NN-OWNED PROPERTY DAMAGE
AUOTOS
(Per accident) $ XXxXX� i
$
A X UMBRELLA LIAB X OCCUR N N UM800034 10/1/2012 10/1/2013 EACH OCCURRENCE $ 3.000 000
EXCESS LIAB CLAIMS-MADE AGGREGATE $ 3.000.000
DED X RETENTION$ 10,000- $ XXXrXXX
WORKERS COMPENSATION N WC STATU- OTH-
B
AND EMPLOYERS'LIABILITY WCPAV0023612-AZ/CO/NV/NY 10/1/2012 10/1/2013 X TORY LIMITS I ER
C ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N WCPAB0024412-CA/FL/TX 10/1/2012 10/1/2013 E.L.EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? N N/A 1.000.000
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000
If yes,describe under
DESCRIPTION OF OPERATIONS below - E.L.DISEASE-POLICY LIMIT $ 1.000.000
A Professional Liability N N SM889478 10/1/2012 10/1/2013 $1M ea.Wrongful Act/$3M Agg.
D Property MXI97707600 10/1/2012 10/1/2013 BPP Lmt:$935,000
DESCRIPTION OF OPERATIONS!LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required)
THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER,APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S)REFERENCED.
**See Attached Schedule of Named Insureds** For any and all work performed on behalf of Collier County.Collier County,Florida,is named as Additional
Insured as respects General Liability. If the Professional,General,and/or Umbrella policy is cancelled by the issuing company during the policy term,for
other than nonpayment of premium,30 days notice will be provided to the Certificate Holder named below.
CERTIFICATE HOLDER CANCELLATION See Attachment
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
11990190 AUTHORIZED REPRESENTATIVE
Collier County
Board of County Commissioners
3327 Tamiami Trail East
Naples FL 34112 � 1
S /(1, rde+ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD c áck
8-2010 ACORD CORP TION.All rights reserved
Schedule of Named Insureds
NurseCore Management Services, LLC DBA:
NurseCore of Albany
NurseCore of Amarillo
NurseCore of Arlington
NurseCore of Clearwater
NurseCore of Colorado Springs
NurseCore of Denver
NurseCore of Ft. Myers
NurseCore of Ft. Worth
NurseCore of Gainesville
NurseCore of Las Vegas
NurseCore of Mesa
NurseCore of Miami
NurseCore of Ocala
NurseCore of Phoenix
NurseCore of Port Charlotte
NurseCore of Rochester
NurseCore of Santa Barbara
NurseCore of Santa Maria
NurseCore of Sarasota
NurseCore of St. Petersburg
NurseCore of Syracuse
NurseCore of Tucson
NurseCore Management Services -New York, LLC DBA:
NurseCore of Albany
NurseCore of Syracuse
NurseCore, LP
NurseCore Franchising, LLC
Miscellaneous Attachment:M448979
Master ID:1307814,Certificate ID:11990190