Backup Documents 09/15/2009 Item #16B20
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ORIGINAL DOCUMENTS CHECKLIST & ROUTING su.l6 B 20
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original
documents are to be forwarded to the Board Office only after the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines #1 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the
exce tion of the Chairman's si ature, draw a line throu h routin lines # I throu #4, com lete the checklist, and forward to Sue Filson (line #5 .
Route to Addressee(s) Office Initials Date
(List in routin order
l.
2.
3.
4. Jeff Wright County Attorney's Office q / ' ?o{ IJ,
5. 8lfe Fil&o.n, Executive Manager Board of County Commissioners ~/lflb'
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6. Minutes and Records Clerk of Court's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive
summary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact staff for additional or missing
information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the
item.)
Name of Primary Staff Y ousi Cardeso Phone Number (239) 252-5886
Contact
Agenda Date Item was September 15,2009 Agenda Item Number 16B20
Approved by the BCC
Type of Document Agreement Number of Original I
Attached Documents Attached
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is appropriate.
1. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the
Chairman, with the exception of most letters, must be reviewed and signed by the Office of the
County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the
County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully
executed by all parties except the BCC Chairman and Clerk to the Board and possibly State
Officials.
2. All handwritten strike-through and revisions have been initialed by the County Attorney's Office and N/A
all other arties exce t the BCC Chairman and the Clerk to the Board
3. The Chairman's signature line date has been entered as the date of BCC approval of the document or YC
the final ne otiated contract date whichever is a licable.
4. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's signature and YC
initials are re uired.
5. In most cases (some contracts are an exception), the original document and this routing slip should be ,
provided to Sue Filson in the BCC office within 24 hours ofBCC approval. Some documents are
time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions
are nullified. Be aware of our deadlines!
6. The document was approved by the BCC on September 15.2009 and all changes made during YC
the meeting have been incorporated in the attached document. The County Attorney's Office
has reviewed the chan es, if a Iicable.
I: Forms/ County Forms/ BeC Forms! Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05
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MEMORANDUM
Date: September 18,2009
To: Y ousi Cardeso, Administrative Assistant
Alt. Trans. Modes
From: Teresa Polaski, Deputy Clerk
Minutes & Records Department
Re: Agreement between Collier County and Eden Institute, Inc.
Enclosed please find one original document as referenced above, (Agenda Item
#16B20), approved by the Board on Tuesday September 15,2009.
The Minutes and Records Department has retained the original agreement for
the Board's Official Records.
If you should have any questions, please contact our department at 252-8411.
Thank you.
EfO
Eden Autism Services
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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.
Thomas P. McCool, Ed.D.
President and CEO
Eden Florida
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~PubIIc rI New JefMy
My C'h.".niIIIon ExpRa July 30. 2014
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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 ("CTC") has
initiated a program to provide community transportation service for social service clients,
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.
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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 Vehicles
(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 1st 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
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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 harmless
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, then 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 and 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 May 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.
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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 Collier County Transportation Division
24680 Burnt Pine Drive 2885 Horseshoe Drive South
Building 6, Suite 3 Naples, FL 34104
Bonita Springs, FL 34134
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: " ,. BOARD OF COUNTY COMMISSIONERS
DWIGI"!:r(,ft~2Jifi~~ C~~ COLLIER COU TY, FLORIDA
.: ..... 'h /'&. By: d4
DONNA FIALA, Chairman
EDEN INSTITUTE, INC., D/B/A ficiency:
EDEN FLORIDA
By:
right, Assistant County Attorney
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:4' Item # J bPJLo
Agenda ~ff1
J\ Date
Date ~ G51
Rec~
Deputy Clerk
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