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#12-5856 (First Care Home Services, Inc.) REr;I: D AGREEMENTI2-5856 DEC 1 2, 2012 RISK MANAGEMEN'. for Services for Seniors THIS AGREEMENT, made and entered into on this j( day of beC,j , 2012, by and between First Care Home Services, Inc. authorized to do business in the State of Florida, whose business address is 2040 North East 163rd Street, Suite 303, North Miami Beach, Florida 33162, 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 // G 64, 2012 and shall terminate on/D Pe.t'vi tai; 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 Contract Manager or his designee, and in compliance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Page 1 of 11 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: First Care Home Services, Inc. S � r� 2040 NE 163rd Street, Suite 303, North Miami Beach, FL 33162 ∎ ►� �) Attention: Lisia McLean, President Telephone: 305-945-9025; Facsimile: 305-945-9022 E-mail: lisia©firstcareservices.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 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 Page 2 of 11 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. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Page 3of11 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 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 Page 4 of 11 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. 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 Page 5of11 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 I 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. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwi.: _tE.,Brock, Clerk of Courts • :Dated` LOW Fred W. Coyle, Chairman &i gnaturre Vt- First Care Horne Services, Inc. Vendor I" ,i By: ...ilk First Witness Signature JD , ic�r c NlCLCh TType/print witness namet �S k R ,;d Se on Witn s Typed signature and title L TType/pint witness nameT Approved as to form and legal sufficiency: Assistant untyeAttorney Pint Name Page 7 of 11 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 Se by line) Amount from to Supplier x Urvice nit 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 CA U� ...... v d, ce V i. N . 4) O C El cu A-1 b " 'o to cu 4.) .5 c,f) z v) z L. I „y U U E w co w4 w cn .0 ,��G//, •W X01 CL C•4C W 0 E 64 ,—. 0 g cu Z P4 co 411 _rnC6... cn F4 ccs .Q5 y U y'U Ca 3-, o cn C Q H • C a 0 0 o. a, ce 1-4 c c o v ed d .., E 'cl 0 ct cu 5 4J C 1:$ o O O C o e. O O ci U U 0 0 .d .zzi E c w = O ea ,0 A � U U CU W W 7ci a U U ^� cri G�J a1 ~ c°. p L "'�d o - AU co 1:1 EAU ai v ..,- aa ..-, [ a z v �+ U 0 o C� o 0 w CA 0 A CU a, u - ° 8 N p �, .. ca ca ~✓ W PC:1 4-I U UZ 4 U 1 'C bn cd •.. Q E ,.a cn .. a) .,.. En z E m A o 0 y En .u a) � COD aeZ c; C..) C = w 0 cn a) w ++ fl GJ R a a) 4. 5 b H w H ';-. t 'C = a) a) F-( 4 a) O� zs. a tu . c CU• C1:1 H HQ CU• f2o Z' �' CI) e Cr) y 4. ■ • el a) Q s U E bn O w w CU v .. b y A a) v • o w a) a Z Z .� ni vo q b E v w 1 II II 01 I • OATE(MM/ODPYYYY) AcORO CERTIFICATE OF' LIAIE;IILITY INSURANCE J 11/12/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY ANOI;ONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATI'ELY OR NEGATIVELY AMEND, EXTEND' OR ALTER THE COVERAGI AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONBITIrurE A CONTRACT BETWEEN THE ISSJING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the cortificete holder IN an ADDITIONAL INSURED, The pollcy(Illa)must be endorsed. If SUBROGATION IS WAIVED,subject to Me terms and condition of the policy,(ertain policies may require an endorsed'ant. A statement on this certlflcete does not confer rights to the eertlfIcste holder In lieu of such•ndoreamont(u). _ _ _ PRODUCER ���� _ NAME: ' DREW OGH7:NAN BENDELL INSURANCE GROUP INC pp. M, (305 249-5055 Ne)•(305)249-5057 PO Box 164235 ADDRESS biggroup @balls ouch.net _ Miami, FL 33116-4235 INIURI NM Cosmos NAICs __ INSURER A PROASSURAN:E SPECIALTY INS CO INSURED FIRST CARE HOW, SERVICES,INC INSURER e INSURER C T^ 2040 NE 163RD ST#3'03 INSURER 0 N.MIAMI, FL 33162 INSURER E. 305-945-9025 INSURER I . _ COVERAGES C ERTIFICATE NUMBI:.R: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF IN.5URANCE LI fEG BELOW HOVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM DR CONDITION')F ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORC ED BY THE POLICIES DLSCRIEED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICES,LIMITS SHOWN MAY HAVE IIEEN REDUCED BY PAID CLAIMS noir .• —--""— —_ C[r-PpLILY EFF f' — LTR TYPE OF INSURANCE _ Nen mi. I Ol IGY NUMBE7. IMMIDD1YYY MM/DD/Y'71'Y) LIMITS GENERAL LIABILITY t A C H OCCURRENCE S 1,000,000 X COMMERCIAL GENERAL LIABILITY ' REM s It (E ED P PREMISES{Ea oc currene!)1 5 50,000 CLAIMB•MADE X OCCUR ►ED EXP(Any one person) s 5,000 A AFC9265212 10/12/12 10/12,°13 PERSONAL&ADVINJURY S 1,000,000 GENERAL AGGREGATE s 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG S INCLUDED PDLICYn JEST I 1 LOC .. S AUTOMOBILE LIABILITY J:e eco eel S 1 r 000,000 ANYAUTD IIODILY INJURY(Per person) S ALL OWNED — SCHEDULED hODILY INJURY(Per eedoenq S A AUTOS NON OWNED AFC9265212 10/12/12 10/12'13 '"PREPERTY DAMAGE S x HIRED AUTOS x AUTOS _Ter sodden() 6 UMBRELLA LIAB _ OCCUR NA rACH OCCURRENCE S EXCESS LIAB _ CLAIMS-WADE AGGREGATE 5 DED j RETENTIONS _ S WORKgRS COMeENSAYION y •r• v TORY 4 LIMITS 1 OTR AND EMPLOYERS'LIABILITY rN — ANY PROPRIETORIPARTNERIEXECUTNE r L EACH ACCIDENT S O/PICHRIM[M!!R OCCLUDED? ��-J� NrA IMenssrery In NN) NA 1:L.DISEASE-EA EMPLOYEE S If yea,nescribe under ` DESCRIPTION OF OPERATIONS below -- __. I„L DISEASE•POLICY LIMIT S •PROFESSIONAL $1 ,000,000/3,000,000 A LIABILITY AFC9265212 10/12/12 10/12,113 RETRO DATE FOR BOTH CL&PL _10/12/2011 _ DESCRIPTION OF OPERATIONS/LOCATIONS)vEHICLES ,welch ACORD 101,Aoddlonel Rem.o Schedule,II more specs Is re.wired) COLLIER COUNTY IS INCLUDED AS ADDITIONAL INSURED ON THE GENERAL LIABILITY. CERTIFICATE HOLDER _ _ CANCELLATION COLLIER COUNTY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE PURCHASING DEPARTMENT THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3327 TAMIAMI TRAIL EAST ACCORDANCE WITH THE POLICY PROVISION NAPLES,FL 34112-4901 ' AUTHORIZED REPRESENTATIV k 1.1144=11 .y ©1988-2010 ACO •CO--•RATION, All rights reserved. ACORD 25(2010/05) l e ACORD ndrne and logo tPIs registered marks of ACORD LOO/LOOP 1130N38 2.909617Z90E XVd 6S:ZL ZLOZ/ZL/LL FIRST CARE HOME SERVICES, INC. WORKERS' COMPENSATION AFFIDAVIT CERTIFICATION OF NUMBER OF EMPLOYEES First Care Home Services, Inc. hereby certifies and affirms that the entity named herein has less than four (4) employees nor uses any subcontractor(s)with one (1) or more employees and will not have four (4) or more employees during the term of this agreement. I further certify that,if during the period covered by this affidavit the entity named herein becomes an employer with four (4) or more employees or uses subcontractor(s) with one (1) or more employees, Certificate of Insurance shall be provided to Collier County Board of County Commissioners, Florida,within five (5) business days. With respect to the construction industry, all employment in which one or more employees are employed shall provide evidence of!Worker's, C,pmpensation coverage. j Signed C/ Print/Type Name Leal Title �,�jsl Sworn to and subscribed before me this 9 day of A.D.20 ///Notary Public:/,/�1� (Signature _ A Y 4',, MARISOL MAXFIELD cad —•,<c% Notary Public-State of Florida My Comm.Expires Jun 25,2014 M ?, Commission$DD 1000571 Bonded Through National Notary Assn.