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Agenda 09/15/2009 Item #16B20 Agenda Item No. 16820 September 15, 2009 Page 1 of 8 EXECUTIVE SUMMARY Recommendation to approve a coordination agreement between Collier County, as Community Transportation Coordinator (CTC), and Eden Institute, Inc. for the provision of community transportation services to transportation disadvantaged clients. OBJECTIVE: To acquire the Board approval to execute a coordination agreement between Collier Count y, as Communi ty Transportation Coordinator, and Eden Institute, Inc. for the provision of community transportation services to transportation disadvantaged clients. CONSIDERA TION: Eden Institute, Inc., a New Jersey Corporation doing business in the State ofF]orida under the fictitious name Eden Florida, is dedicated to serving the lifespan needs of people with autism. They also educate the individual's families and the community at large about autism. Eden is requesting that Collier County, in its role as the Community Transportation Coordinator (CTC), enter into a coordination agreement to allow the agency to provide community transportation service using its own vehicles to transport its transportation disadvantaged clients, provided such services comply with F]orida Statues. This agreement will not prevent the CTC from developing a proposal for any new transportation service needed. -~ FISCAL IMPACT: There will be no fiscal impact for Collier County Board of County Commissioners. LEGAL CONSIDERATIONS: This item has been reviewed for legal sufficiency and there are no outstanding legal considerations. This item is not quasi-judicia] and as such, no ex parte disclosures are required. A simple majority vote is necessary for approval. This item is legally sufficient for Board action. -JW GROWTH MANAGEMENT IMPACT: Consistent with Objectives 10 and 12 of the Transportation E]ement of the Growth Management Plan. RECOMMENDA TION: That the Board of County Commissioners approves the coordination agreement between Co]lier County and Eden Institute (a.k.a. Eden Florida). Prepared by: Y ousi Cardeso, Administrative Assistant, Alternative Transportation Modes Attachment: (1) Collier County and Eden Institute, Inc. Agreement, (2) Signature authorization letter. - .J u5"" ~ V..L k Agenda Item No. 16820 September 15, 2009 Page 2 of 8 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Item Number: Item Summary: 16B20 Recommendation to approve a coordination agreement between Collier County, as Community Transportation Coordinator (CTC), and Eden Institute, Inc, for the provision of community transportation services to transportation disadvantaged clients, Meeting Date: 9/151200990000 AM Prepared By Yousi Cardeso Administrative Secretary Date Alternate Transportation Modes 8/24/2009 4:27:53 PM Approved By Barbara LaPierre Management/Budget Analyst Date Transportation Services Traffic Operations 8124/20094:42 PM Approved By Gloria Herrera Management/Budget Analyst Date Transportation Services Stormwater Management 8/2412009 4:44 PM Approved By Glama Carter Operations Analyst Date Transportation Services Transportation Administration 8/24/20095:10 PM Approved By Michelle Edwards Arnold Alternative Transportation Modes Director Date Transportation Services Alternative Transportation Modes 8/26/200910:15 AM Approved By Therese Stanley Grants Coordinator Date Transportation Transportation Administration 8/26/2009 4:07 PM Approved By Norm E. Feder, AICP Transportation Division Administrator Date Transportation Services Transportation Services Admin. 8/28/2009 1 :48 PM Approved By Jeff Wright Assistant County Attorney Date County Attorney County Attorney Office 9/1/2009 11 :28 AM Approved By Jeff Klatzkow County Attorney Date County Attorney County Attorney Office 911/20093:12 PM ..c"!.1_./lr'1.\A 1_rr' J\T"' ,\.. ""l" n ^ / '"' ^ -1 ,.. n /....... r........,...,... r.\ ... ".. "J __ r. ................, ....-.-.,...........- .........-..... ,- ,..., .I. a5'" .:.. V.l .:.. Agenda Item No. 16820 September 15, 2009 Page 3 of 8 Approved By Pat Lehnhard Executive Secretary Date Transportation Services Transportation Services Admin 9/1/20094:05 PM Approved By OMB Coordinator OMB Coordinator Date County Manager's Office Office of Management & Budget 9/2/2009 10:03 AM Approved By Laura Davisson Management & Budget Analyst Date County Manager's Office Office of Management & Budget 9/2/2009 11: 19 AM Approved By Leo E. Ochs, Jr. Deputy County Manager Date Board of County Commissioners County Manager's Office 9/2/20096:14 PM ~1__ /In.\ A _ _ _ _l_rT" . \ "1 ,.., A r'l Agenda Item No. 16820 September 15, 2009 Page 4 of 8 COORDINATION AGREEMENT BETWEEN COLLIER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, ACTING IN ITS CAPACITY AS COLLIER AREA TRANSIT ("CAT") AND EDEN INSTITUTE, INC., A NEW JERSEY CORPORATION DOING BUSINESS IN THE STATE OF FLORIDA UNDER THE FICTITIOUS NAME EDEN FLORIDA THIS AGREEMENT is made between Collier County, Florida, a political subdivision of the State of Florida (hereafter referred to as "County"), acting in its capacity as Collier Area Transit ("CAT") and Eden Institute, Inc., a New Jersey corporation doing business in the State of Florida under the fictitious name Eden Florida (hereafter referred to as "Eden"). WHEREAS, the County as the Community Transportation Coordinator C'''CTC'') has initiated a program to provide community transportation service for social service c:lients, agencies, and organizations provided such services complies with Florida Statutes, section 427 and Florida Administrative Code sections 41-2 and 14-90; and WHEREAS, Eden is a private, non-profit corporation doing business in Collier County, Florida and is eligible to receive community transportation services provided by the CTC; and WHEREAS, Eden currently provides transportation services using its own vehicles to transport its Transportation Disadvantaged clients that are unique in nature, and will provide the CTC the opportunity to develop a proposal for any new transportation services needed. NOW THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, it is agreed by and between the parties as follows: 1. All of the above RECITALS are true and correct and are hereby expressly incorporated herein by reference as if set forth fully below, and all Exhibits referenced herein are made a part of this Agreement. 2. Eden shall maintain daily records of ridership and provide such records to County on a quarterly basis. 3. Eden shall operate in compliance with the Florida Statutes, section 427 and Florida Administrative Code sections 41-2 and 14-90, and all other applicable State, local, and federal laws, as a transportation provider. 4. Eden, when acting as a transportation provider, shall furnish vehicles for its ridership that conform to all applicable State, local, and federal laws and shall maintain such vehicles in good mechanical and clean condition. 5. Eden has developed and implemented a System Safety Program Plan ("SSPP"), a copy of which is attached hereto and incorporated herein, and agrees to abide by said policy. 1 Agenda Item No, 16820 September 15, 2009 Page 5 of 8 6. Eden shall maintain insurance in the following types and limits: Business Automobile Liability with limits of $1,000,000 per occurrence; Commercial General Liability with limits of $1,000,000 per occurrence; Workers' Compensation at the statutory limits; Employers Liability with $1,000,000 limits. Collier County shall be named as additional insured for General Liability insurance. 7. Eden shall administer a Drug and Alcohol (D & A) program which meets all State and federal requirements mandated by this Agreement specifically including but not limited to Section 112.0455, Florida Statutes, Rule 14-17.012 and Chapters 59A-24 and 60L-19 of the Florida Administrative Code, and 41 U.S.c. sec. 701, 49 C.F.R., Parts 28 and 382; and 46 C.F.R., Parts 4, 5, 14, and 16. Further, Eden must have a Substance Abuse Testing Program in place which meets all State and federal criteria. Each driver must pass a pre-employment drug test prior to driving or performing any safety sensitive functions. Eden shall produce documentation necessary to establish compliance therewith and to permit any authorized representative of State, federal or Collier County government to inspect its facilities and records associated with the implementation of the required D&A testing program. Documentation of test results will be maintained in personnel files and readily available for inspection. It is understood that failure to comply with any requirement outlined herein shall be considered a material breach of contract and grounds for contract termination under the Agreement. Eden shall enforce a zero-tolerance for positive D&A tests. 8. Eden shall conduct a criminal background check of all drivers before participation as transportation providers and require that each driver pass a US DOT pre-employment physical examination certifying they are physically able to perform the essential functions of the job with or without reasonable accommodations. Each driver must have a Department of Motor Vehic1es (DMV) Report completed prior to driving any vehicle in service. Each driver must pass a background check for criminal offenses to carefully screen personnel that have direct contact with clients/riders. Any applicant for a driving position shall not have been convicted of a felony and/or a 1 st degree misdeameanor as defined in the Florida Statutes, which has a direct relationship to the performance/operation of one of Eden's vehicles. Eden shall provide regular employee training including but not limited to first aid and safety, safe vehicle operation and post accident procedures, and passenger sensitivity training in accordance with Florida Statutes Section 427 et seq. Eden shall maintain all training programs and keep records documenting course completion in each employee's personnel file. Eden shall make available a complete copy of all course outlines, instructor information, training materials, and handbooks pertaining to such to County for review and approval. 9. Each year, Eden shall submit an Annual Operation Report, Certifications of compliance report, Federal Transit Administration D&A Report, quality assurance report, as well as all other documentation requested by County evidencing Eden's compliance with State and federally mandated requirements pertaining to operating vehicles under this agreement. 10. To the maximum extent permitted by Florida law, Eden shall indemnify and hold harmless the County, its officers and employees from any and all claims, actions, suits, fees, fines, penalties, liabilities, damages, losses and costs, including, but not limited to, reasonable 2 Agenda Item No. 16820 September 15, 2009 Page 6 of 8 attorneys' fees, paralegals' fees, and court costs, whether incurred in negotiations, at the trial level or on appeal, to the extent caused by acts of omission, negligence, recklessness, or intentional wrongful conduct of Eden or anyone employed or utilized by Eden, including but not limited to its officers, employees, agents, volunteers, and subcontractors, if any, 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 indemnification and hold hannless provision shall survive the termination or expiration of this agreement. 11. Except as otherwise provided herein, this Agreement shall only be amended by mutual written consent of the parties hereto or by their successors in interest. In the event State or federal laws are enacted after the execution of this Agreement which are applicable to and preclude in whole or in part the parties' compliance with the terms of this Agreement, lhen in such event this Agreement shall be modified or revoked as is necessary to comply with such laws, in a manner which best reflects the intent of this Agreement. 12. Eden is an independent contractor, and is not the legal representative or agent of the County. No partnership, joint venture, agency, fiduciary, or employment relationship is intended or created by reason of this Agreement. Eden will exercise full and complete control over and have full responsibility for its contracts, daily operations, labor relations, employment practices and policies, including but not limited to the recruitment, selection, hiring, disciplining, firing, compensation, work rules and schedules of its employees. 13. Any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations including but not limited to the following safety requirements specified in Section 341.061(2)(a), Florida Statutes, and Chapter 14-90, of the Florida Administrative Code. In addition, Eden shall comply with all rules, regulations arld laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. Eden agrees to comply with all laws governing the responsibility of an employer with respect to persons it employs, and agrees that there shall be no discrimination as to race, sex, color, or national origin. 14. This agreement may be terminated by either party by providing five (5) days written notice to the other party. This agreement shall be for a period commencing ~[ay 26, 2009, and terminating on May 26, 2010, unless terminated by either party at an earlier date. 15. Eden shall not be allowed to assign its rights, duties, and obligations pursuant to this Agreement to any entity without the prior written consent of the County, except that Eden may assign the Agreement to a controlled subsidiary of Eden or a purchaser of all or substantially all of Eden's assets used in connection with performing this Agreement, provided the assigning party guarantees the performance of and causes the assignee to assume in writing all obligations of the assignor under this Agreement. The rights and obligations of this Agreement shall bind and benefit any successors or assigns of the parties. 3 ~ Agenda Item No. 16820 September 15, 2009 Page 7 of 8 16. All notices and other communications required or permitted hereunder shall be in writing and shall be sent by Certified Mail, return receipt quested, or by a nationally recognized overnight delivery service, and addressed as follows: Eden Florida 24680 Burnt Pine Drive Building 6, Suite 3 Bonita Springs, FL 34134 Collier County Transportation Division 2885 Horseshoe Drive South Naples, FL 34104 Eden and County may change the above mailing address at any time upon giving the other party written notification. 17. This Agreement shall be deemed to be made in Collier County, Florida, and shall be governed by the laws of the State of Florida. In the event of a dispute under this Agreement, either party may file an action for appropriate relief in the State Courts of Collier County, Florida said courts being the sole agreed upon venue with respect to any action arising from this Agreement. ATTEST: DWIGHT E. BROCK, Clerk By: By: Deputy Clerk EDEN INSTITUTE, INC., D/BI A EDEN FLORIDA BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA DONNA FIALA, Chairman lClency: By: right, Assistant County Attorney 4 EtO --;en Autism Services TO: Whom it May Concern FROM: Thomas P. McCool, Ed.D. President and CEO Eden Florida RE: Armando Galella DATE: August 20, 2009 Please accept this letter as authorization for Armando Galella to sign all agreements regarding the ability of Collier County Public Transit (CATS) to transport our participants located at 2101 County Barn Road (Spanbauer House) to and from normal destinations. ~? ~~.~ f p-- ~w ~! .~~~I/ ~,#~ Thomas P. McCool, Ed.D. President and CEO Eden Florida V~1.-{j~\.slf~ ~I~J . Notary Public of New Jersey Mv Commission Expires July 30, 2014