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BCC Minutes 04/02/1999 E (Cancellation of the Good Wheels Contract)April 2, 1999 TRANSCRIPT OF THE EMERGENCY MEETING OF THE BOARD OF COUNTY COMMISSIONERS Naples, Florida, April 2, 1999 LET IT BE REMEMBERED, that the Board of County Commissioners, in and for the County of Collier, and also acting as the Board of Zoning Appeals and as the governing board(s) of such special districts as have been created according to law and having conducted business herein, met on this date at 2:00 p.m. in EMERGENCY SESSION in Building "F" of the Government Complex, East Naples, Florida, with the following members present: CHAIRWOMAN: ABSENT: Pamela S. Mac'Kie Barbara B. Berry Timothy J. Constantine John C. Norris James D. Carter ALSO PRESENT: Robert Fernandez, County Administrator David Weigel, County Attorney Page 1 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA EMERGENCY MEETING FRIDAY, APRIL 2, 1999 2:30 P.M. NOTICE: ALL PERSONS WISHING TO SPEAK ON ANY AGENDA ITEM MUST REGISTER PRIOR TO SPEAKING. SPEAKERS MUST I~GISTER WITH THE COUNTY ADMINISTRATOR PRIOR TO THE PRESENTATION OF THE AGENDA ITEM TO BE ADDRESSED. REQUESTS TO ADDRESS THE BOARI) ON SUIUECTS WHICH ARE NOT ON THIS AGENDA MUST BE SUBMITTED IN WRITING WITH EXPLANATION TO THE COUNTY ADMINISTRATOR AT LEAST 13 DAYS PRIOR TO THE DATE OF THE MEETING AND WILL BE HEARD UNDER "PUBLIC PETITIONS". ANY PERSON WHO DECIDES TO APPEAL A DECISION OF THIS BOARD WILL NEED A RECORD OF THE PROCEEDINGS PERTAINING THERETO, AND THEREFORE MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE, WHICH i~CORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. ALL REGISTERED PUBLIC SPEAKERS WILL BE LIMITED TO FIVE ($) MINUTES UNLESS PERMISSION FOR ADDITIONAL TIME IS GRANTED BY THE CHAIRWOMAN. ASSISTED LISTEN/NG DEVICES FOR THE HEARING IMPAIRED ARE AVAILABLE IN THE COUNTY COMMISSIONERS' OFFICE. 1. PLEDGE OF ALLEGIANCE DISCUSSION REGARDING THE CANCELLATION OF THE GOOD WHEELS CONTRACT AND THE CONTINUATION OF SERVICE OF THE TRANSPORTATION DISADVANTAGED PROGRAM. ADJOURN INOUII/IES CONCERNIN(~ CHANG]~S TO THE BOARD'S AGENDA SHOULD BE MADE THE COUNTY ADMINISTRATOR'~ OFFICE ~ 774-8353. April 2, 1999 MEMORANDUM OF AGREEMENT BETWEEN THE BCC AND THE TRANSPORTATION DISADVANTAGED - APPROVED WITH CHANGES; CONTRACT APPROVED WITH COMSIS MOBILITY/INTELITRAN ON COST PLUS BASIS; RESOLUTION 99-188 RE AUTHORIZING THE FILING OF A TRUST FUND GRANT APPLICATION FOR FISCAL YEAR BEGINNING JULY - ADOPTED; BUDGET AMENDMENT AUTHORIZED NOT TO EXCEED $100,000 - APPROVED CHAIRWOMAN MAC'KIE: Okay, we'll call the emergency meeting of the Board of County Commissioners to order here on February 2nd at o- COMMISSIONER NORRIS: April, maybe? CHAIRWOMAN MAC'KIE: February, April, pick a month. I probably would have said 1997. 1999. I'll open us with a brief word of prayer and then we'll have the pledge of allegiance to the flag. Heavenly Father, we pray for your guidance as we address difficult issues that come before this board. We pray that your hand will be on all the decisions that we make, and that you will be with us and guide us. And we pray that in your Son's holy name, amen. (Pledge of allegiance was recited in unison.) CHAIRWOMAN MAC'KIE: Okay. Mr. Constantine, I'm hoping you have something to talk to us about. COMMISSIONER CONSTANTINE: I do. Madam Chairman, we had some bad news yesterday. Not wholly surprising, but unfortunately bad news from Good Wheels, who is both the coordinator and provider for our transportation disadvantaged. And while we have bumps in the road sometimes with county services, you know, if it's parks or some of those things, it happens and you deal with it. This unfortunately has some strong consequences for some folks who really need the assistance. And to be clear on what will and won't happen from Good Wheels, Good Wheels will continue for the next 30 days to provide the Medicaid service, and that is those people who are most in need and for whom Good Wheels is reimbursed by Medicaid. But that is if you go for dialysis, that type of thing. They will continue to be served for the next 30 days. There will be a very limited schedule during that 30 days, about one-sixth of what has been provided right now, about 100 trips a week, as opposed to about 600 and some odd trips a week, to just the regular services that have been provided, people needing trips for medical purposes but didn't necessarily qualify for Medicaid. All other services have been suspended. Yesterday local coordinating board had an emergency meeting, at which Good Wheels made this announcement, and we took three actions: One, we requested that the state TD recognize this situation as an emergency; two, we asked that the county take over on an interim basis as coordinator of the service -- there is the coordinater who manages it, there's a provider who actually goes out and drives -- and then suggested that the county hire Intellitran, who operates Lee and several other counties around Florida, as well as in some other states, to serve as manager in the interim basis. In that capacity, it would be their responsibility to take the calls, schedule the calls, dispatch the calls, actually make sure that they have brokered Page 2 April 2, 1999 for proriders. And so that if Yellow Cab is the appropriate one to pick up, great. If it needs to be a van, great, and so on. We're looking at that really on a 90-day time frame. Concurrent with that, we would have an RFP go out, and by July 1, which is the beginning of the state's year, we would hope to have the new contract in place. Assuming the board ratifies today the action that the LCB took yesterday, Intellitran can have some offices open and people here by midweek next week, up and running. We can actually have within about seven to 10 days a base level of service of transportation beyond the Medicaid situation, and then within probably two to three weeks after that, so 21 to 28 days overall have full service running again. And the reason -- in short, the reason why we want the county to serve in the interim basis as the coordinator is there are a number of steps we can take procedurally and bureaucratically with the state to make all this unfold a lot quicker than if we were to go get a private entity to serve in that capacity. And, you know, we're essentially doing the same thing by taking that role on for ourselves and then hiring a manager, because we obviously don't have the staff ourselves. But just from a bureaucratic standpoint, it's going to allow us to move this on and respond to the emergency more efficiently. CHAIRWOMAN MAC'KIE: Yes, Commissioner Berry. COMMISSIONER BERRY: First question. Who's Intellitran? How do we know about them? COMMISSIONER CONSTANTINE: Intellitran manages or serves as coordinator in Lee County. Good Wheels has -- was both coordinator and prorider here. There are several counties in which they are only a prorider. There's someone in Intellitran may call and say we need you to pick up these people this week. At that end of the business, Good Wheels has done reasonably well, but the management end, as we know, we've been concerned about for months. We've talked about an MPO. But it's as bad as we had imagined, and maybe worse from a monetary standpoint. They're nearly $400,000 in the hole, so -- COMMISSIONER BERRY: Who's got the buses, Tim? COMMISSIONER CONSTANTINE: The -- it's a fleet of about 25 buses that have served Collier County. 20 or 21 -- and we may know that exact number today, but yesterday we weren't sure which it was -- are actually owned by the state, who provides this service. So part of what we do in the next few days, assuming we take this action -- this is part of where it's easier if it's the county -- is transfer title to those from Good Wheels over to the county. We -- COMMISSIONER BERRY: I see. COMMISSIONER CONSTANTINE: -- can have that done by mid-week next week. COMMISSIONER BERRY: That was one of my big questions, where do we get the vehicles? And I didn't know who owned -- how that was, you know, structured. COMMISSIONER CONSTANTINE: We'll be short by a few vehicles, but we can make that up with some other proriders. CHAIRWOMAN MAC'KIE: Commissioner Norris? COMMISSIONER NORRIS: You mentioned that they're $400,000 in the hole. What do you actually mean by that? Are they $400,000 over their projected budget? COMMISSIONER CONSTANTINE: They don't -- we don't have any Page 3 April 2, 1999 responsibility for any of that, first and foremost. They were losing money on their Collier operation each month in the vicinity of 25 to $30,000. They were spending more than we were taking in. Good Wheels runs operations of different types in here and Lee and Hendry and I think even Glades, and so that kind of got watered down as they looked at the overall picture. But when they broke that down -- we just talked about it at the MPO meeting a week ago, how successful the Immokalee route was in multi-loading and all. What no one, except apparently the management at Good Wheels realized, was they had not yet been approved for that and were being reimbursed zero dollars for that. So they were making that run every day and the demand was there every day; they were getting no reimbursement from the federal agencies for that, so they were losing a ton of money. And just a number of managerial missteps. So them as a not-for-profit corporation are in a lot of trouble financially right now. And one of the questions yesterday toward the end of our meeting at the LCB was, is there a way for us to go after Good Wheels and try -- for the service failure that will happen in the next few days. And the answer is maybe, and we can play with that. But the result of that would probably cause them more harm, and in turn those people who are using the service in Lee County or Hendry or Glades would be harmed every bit as much as our people. So we may want to look long-term at how we can do anything we need to, but -- COMMISSIONER BERRY: I'm surprised about that Immokalee route, that there was no reimbursement, because I was told on a one-on-one meeting with one of the people from Good Wheels that they had obtained a grant to be able to do that particular run. So that's rather surprising that that is the situation. I'm sorry to hear that, but -- CHAIRWOMAN MAC'KIE: The -- it sounds to me like the plan you guys have come up with is wonderful. And I'm thrilled to hear that you were able to hash something out as quickly as you did. My question is going to have to do with what can we do in the 21 to 28-day period and -- you know, to make up for the shortfall? Commissioner Carter sent us a memo. He couldn't be with us today because he's out of town, but he did raise some really good issues in this memo about what are -- are there some possibilities of using, for example, EMS, fire, police, or leased vehicles, or, you know, you guys can read these for yourselves. COMMISSIONER CONSTANTINE: Yeah, the point -- a couple of points are very good on here. And he said, you know, talking to some of our local service clubs -- CHAIRWOMAN MAC'KIE: Right. COMMISSIONER CONSTANTINE: -- Kiwanas, Shriners, American Legion and those. Our Veterans folks, for example, already do take veterans around. There may be a way to double up some of those multi-load -- some of those services. We agreed yesterday, just for the coming seven days anyway, while there's very, very limited service, to serve somewhat as a clearing house here just for volunteers. And we've got a pile of calls from people either calling in saying boy, I drive into town every day from Golden Gate anyway, I can take a couple of people, or some community response. And I think between now and Monday we need to step that up to another level with these service groups and anyone else that's appropriate. The real challenge is going to be the next seven days. I think Page 4 April 2, 1999 when -- once Intellitran -- if we choose that, once Intellitran is up and running, they'll be still a limited service, but the folks who are absolute in dire need right now will get taken care of first. Some of those other services that are important but not life-threatening, the Vo-Tech folks, for some of our special ed. and other -- CHAIRWOMAN MAC'KIE: The guy in the news room with his job, I mean, does he -- where -- for example, where does he fall into this? The next seven days he's going to be out of luck. In the 21 to 28-day period, is he the kind of situation that we need to find some help for or COMMISSIONER CONSTANTINE: May well be. CHAIRWOMAN MAC'KIE: Yeah. I mean, you know, that just seemed to be a nice little example of a non-medical -- COMMISSIONER CONSTANTINE: Right. CHAIRWOMAN MAC'KIE: -- non-indigent kind of call that we needed to -- so -- COMMISSIONER NORRIS: Are the -- if we have volunteers to drive these vehicles, are they going to need something other than a standard Florida operator's license? COMMISSIONER CONSTANTINE: Actually, the volunteers we've spoken are more in the way of using their own vehicle. They come to and from town. Intellitran will look at -- for those vehicles that are being transferred over to us, they'll have appropriate drivers for that. I suspect some of the Good Wheels folks will immediately get picked up for that. COMMISSIONER BERRY: On the personal vehicle, from that standpoint, who carries the liability for these people being transported, the people owning the cars, or does the county? COMMISSIONER CONSTANTINE: Unfortunately, people owning the car. And that question came up yesterday and, you know, the analogy I used is I've got a friend who's a physician and he said, you know, on more than one occasion people have said, "Is there a doctor around?" And the first thing that goes through his mind is gee, am I going to get sued because I helped somebody? And he still chooses to help them -- COMMISSIONER BERRY: Right. COMMISSIONER CONSTANTINE: -- but it does occur to you. And that's a real risk, but we hope one that people in the community are willing to take. CHAIRWOMAN MAC'KIE: My question I guess for staff -- I was looking around for Leo, because it's more his department -- but it is, is the suggestion of EMS -- is there any possibility of using EMS personnel or EMS transportation somehow? You know, I don't have any idea, but it's one we have access to. MR. McNEES: I hate to just immediately say no, there's no possibility. And I guess I'd need to delve a little bit deeper. I think one of the liability questions that we probably at least need to ask is when we do assume more than -- when we do assume a dispatcher type of a role -- and I think probably the volunteer coordination is a great suggestion, and we can go to work on maybe making the public aware people can call, and if we can begin to work with volunteers. But I think there is a liability where -- a little more so when we begin to be the dispatcher. And if something were to happen, they wouldn't probably just go after the driver, they would perhaps come after us. And I'm sure that can be dealt with, but we need to recognize that, I think, going in. The EMS question I think is one that we'll have to talk to those Page 5 April 2, 1999 folks. It's one item that has just come up. And, I mean, obviously some availability concerns if a unit is involved in a completely non-emergency -- not to imply not important, but a non-emergency transport, and there are -- you know, an emergency does arise. So I think we can ask that question and have some maybe better answers for you by the first of the week. CHAIRWOMAN MAC'KIE: Tim, the Intelli -- what are they? COMMISSIONER BERRY: Intellitran. CHAIRWOMAN MAC'KIE: Intellitran? They will be available to serve as dispatchers as early as when, if we select them to that? COMMISSIONER CONSTANTINE: Literally as soon as we've got vehicles available. They're -- what they're looking to do, if we go ahead with that, they're going to locate office space -- they're already working on it -- but locate office space in the county over the weekend and try to get their own computer system. They actually write their own software, they use that all over the country. But you remember one of the complaints has been gee, the software doesn't work. Probably not only do these guys have software that works, they've designed it themselves, so there's no excuse along the way. But they can have that in and up and running by next week. And, you know, the question is how fast can we get those titles transferred and make all those things happen. But they can be dispatching within that seven-day window, realistically. CHAIRWOMAN MAC'KIE: And I wonder if, could their dispatching include volunteers? Otherwise, what's going to be the coordinating agency for volunteers in the 21 to 28-days? COMMISSIONER CONSTANTINE: Yeah, I would think as soon as they're on line, they clearly become the appropriate place to do that. The question is just what we do in those days in between to make sure that the folks who absolutely need to get where they're going are still taken care of. CHAIRWOMAN MAC'KIE: For example, over the weekend. I mean, because if we -- if they even get set up, as of Monday, can they be the place where we tell volunteers to call? COMMISSIONER CONSTANTINE: If they're set up by Monday, yeah. I think as soon as they are at a location and have a number and are there, then they're fine. CHAIRWOMAN MAC'KIE: So how are we going to communicate this? That's the piece I guess we have to figure out right now is how do we communicate with the public, both those who are in need of transportation and those who are willing to provide. COMMISSIONER BERRY: I don't know, I see a lot of TV people sitting out here. Seems like a pretty logical first source. COMMISSIONER CONSTANTINE: Yeah. CHAIRWOMAN MAC'KIE: As a first start. But where do we tell them to call? COMMISSIONER CONSTANTINE: Well, for the time being we've gone ahead and told them to put the calls in to our office. And I think really that dovetails fine. If it's Monday or if it's Tuesday or if it's Wednesday, it doesn't matter what day, our staff are going to be the first ones -- our staff is going to be the first one to know when the other office is up and running. So if the calls are coming here and we can put them right through to the appropriate number, then we're fine. Doesn't matter which day it is that way. I would think through our friends in the media and also through Page 6 April 2, 1999 our own little Channel 54, letting people know to keep and eye on Channel 54 next week, we ought to be able to post that as soon as we know. CHAIRWOMAN MAC'KIE: So if we have people who have an emergency today or Monday, then they're going to contact the County Commission office and we are going to try to hook them up with a volunteer. COMMISSIONER CONSTANTINE: That is correct. CHAIRWOMAN MAC'KIE: And over the weekend, what should -- what shall we tell people, call the Sheriff's Office, call EMS, call -- got any ideas, anybody? Yeah, somebody in -- a staff person who always -- they have the best ideas. MR. DeCANDIS: I think the difficulty is -- COMMISSIONER CONSTANTINE: This is actually true of Intellitran. CHAIRWOMAN MAC'KIE: Oh, wonderful. If you'd come to the microphone, I '- MR. DeCANDIS: When we were -- CHAIRWOMAN MAC'KIE: If you'd identify yourself for the record. MR. DeCANDIS: My name is Drew DeCandis from Intellitran. THE COURT REPORTER: Would you spell that, please. THE COURT REPORTER: D-e-C-A-N-D-I-S. When I spoke with the -- when I spoke yesterday with the TD board, local TD board, we said that it would take us a while to get up and running, but let me just tell you -- update you on what happened the last day since then, if we can -- if we get started. I met with Good Wheels staff, I met with Good Wheels. We're going to take over their operation lock, stock and barrel come tomorrow, if the contract is signed. We're going to move into their offices, we're going to pay the rent, we're going to hire their staff, we're going to bring in some additional staff, we're going to use the existing computer system, we're going to use the existing software. We're going to move the driver, assuming -- this afternoon at 4:00 we have a meeting with Good Wheels in which, by the way, you guys don't know this yet, but I need some representative of the county at the meeting so we can transfer the vehicles over. Vehicles are going to -- there's a meeting at 6:00 tonight with the drivers to try to move them to two carriers within Collier County. Yellow Cab and Checker Cab. We will enter into an agreement with the drivers on Monday. We'll pick up the vehicles, but be working for two other companies. We will take all the internal staff. They will work for us. Now, I'm not going to absolutely guarantee to you that Monday we're going to run 100 percent the service. Schedules were already done by Good Wheels, which limited the trips, reduced them. I'm not sure I can recreate them for Monday. But Tuesday we're going to go -- probably have full-blown service again, okay? So if the contract gets signed, that's what's going to happen. I don't know about Monday. Monday might be a little chaotic. But it will be one day. Tuesday we should be able to put everything back to where it was. We then will then move in with our -- our staff will also be here Monday. We will also move in -- start addressing the hardware, software issues and move everything out. We actually are working an arrangement just to buy everything in their office. They're going to move out, we're going to take over the rent. Staff are going to stay there. They will almost be transparent except for the carriers running the service. CHAIRWOMAN MAC'KIE: I don't know about you guys, but my signing Page 7 April 2, 1999 hand is feeling itchy, that just sounds so good. MR. DeCANDIS: Now, I'm not -- you know, I don't want to mislead everybody and say it's going to work without flaw, okay, but we're -- it looks pretty good. COMMISSIONER CONSTANTINE: One of the things you had talked about yesterday is naming some specific management. MR. DeCANDIS: Excuse me? COMMISSIONER CONSTANTINE: Making some specific management, I don't want to say management change, because yesterday we weren't talking about having the entire same staff and so on, but bringing in a particular manager with some expertise from elsewhere. Is it safe to assume that's still part of the plan? THE WITNESS: We're still planning that, yes, to bring in a different manager. In addition, I'll be here all week. We'll have -- I'll be here starting Monday, and we'll have somebody; one of our GM from Escambia County's coming in Monday. We will have staff from Fort Myers in on Monday. There will be a lot of Intellitran people here on Monday, and we will transition the management over. We also have our ops. man, operations manager, from Fort Myers is going to come in here on Monday as well, so -- There are some issues related to funding that still is out there, still has to be resolved, but there's -- from an operational point of view, we think that we might have -- we might fall down on Monday, but Tuesday we think we'll be up and running. COMMISSIONER CONSTANTINE: That's just great. That makes our volunteer network a two-day process. MR. DeCANDIS: There is some services that will not run, though, I want to mention that, and that's those fixed routes that they weren't getting paid for. Those will be eliminated. We're not sure, there's some routes that for Boys and Girls Clubs routes, I believe, that go in and out. I'm not sure we'll run those, but we'll probably find somebody who can do it. Because they were contracted at a rate that could not be run. They were very low contract rates. CHAIRWOMAN MAC'KIE: Does that apply to both Immokalee and the Girls and Boys Club, or should we be trying to -- THE WITNESS: The Immokalee run is probably gone, okay? There's no funding for it to run it. The Boys Club and Girls Club and there's another one, it's another recreations -- I think it's park and recreation has an after school program or something like that that they're running. That one might be a problem, too. But the rest of the service, which would include Aging and everything else in there will likely run. CHAIRWOMAN MAC'KIE: So -- because that Immokalee one, I know, Barbara, is so important. That's something we might ought to still work on a volunteer effort or something while we '- MR. DeCANDIS: They will be para-transit to Immokalee, but they won't be the fixed route. It will be the one where people just go to the stops and come in. CHAIRWOMAN MAC'KIE: What does that mean, you'll be what transit? THE WITNESS: Para-transit, where you call in and schedule the ride and then the vehicles go out, as opposed to going to the bus stop and jumping on the bus. Now, the Immokalee run could be recreated if we could get funding for it and put it back together. But I think next week it's kind of a dead issue, because there really isn't any money for it. Page 8 April 2, 1999 CHAIRWOMAN MAC'KIE: And I saw Tom Olliff here before, is he still around there, to talk about -- what is this park and rec. after school run, Tom? Do you know about that? Or what we might need to do? We don't need a bunch of stranded parents with their kids not getting to their after school care either. MR. OLLIFF: No, but if it's as manageably sized as I think it is, it's probably something that we can, through the parks department, through -- we have a 12-passenger van I believe probably take care of over the course of the short term until we can try and come up with some other transportation program, hopefully through this program again, once they get back up on their feet. But we'll fill in one way or another through the short-term. CHAIRWOMAN MAC'KIE: Do you know anything about the Boys and Girls Club program? MR. OLLIFF: No, I don't. But I can at least make the call and find out, because we had the contacts there, so we can find out and see what particular gaps there are and then try and develop some options, perhaps with him. CHAIRWOMAN MAC'KIE: And maybe that would be something that could coordinate through our office for a volunteer effort in the short-term while we figure in a long-term solution. Other thoughts besides gratitude to Intellitran for getting involved and making as much progress as you have in 24 hours? You don't want to start with that, you know, because our expectation level will always be so high. MR. DeCANDIS: All I can say is we're going to give it a shot, try and do as best we can. MR. McNEES: Now that we've mentioned the financial issues, I think we probably need to quantify that for you, and there's a reason why Good Wheels is going away. Their deficit is now our deficit. They are -- from this point forward, so to speak, it will be our problem. I've asked Gavin Jones from the MPO to be able to quantify that, and I expect he's prepared to tell you how big a budget amendment we're looking at so that we can actually put the mechanics in place to move forward. COMMISSIONER CONSTANTINE: And just for clarification, when you say "that deficit," you mean any future possible -- MR. McNEES: Future fund. COMMISSIONER CONSTANTINE: -- incurred. MR. McNEES: Absolutely. I did not mean the old deficit. CHAIRWOMAN MAC'KIE: So Gavin, could you tell us what we might be looking at for a future budget amendment? MR. JONES: Madam Chairwoman, Gavin Jones with the Metropolitan Planning Organization staff. Good Wheels got into the situation that they did because the money that they could collect from agencies like Medicaid and the Commission for the Transportation Disadvantaged didn't cover all of their costs. The arrangement that we're seeking to have you sign with Intellitran today, they will be setting the rates at which they bill agencies like Medicaid and the Commission for the Transportation Disadvantaged in a way to hopefully ensure that all of the money they collect will cover their costs. If that's not true, the way their contract is written, they will be contracting with fleet operators. Those operators will be Page 9 April 2, 1999 invoicing Intellitran. Intellitran will be billing agencies like the Commission for the Transportation Disadvantaged, and using that money to pay their operators, to pay their staff, and to cover their management fee. Now, the difference between those two numbers will be the responsibility of the county. And it is hard to quantify what that amount will be over a three-month period, given what is unknown about some of the contractual relationships that Good Wheels has already with some of the agencies they do business with. If the rates -- you know, it could be over a three-month period that there will be no fiscal impact to the county, but in discussion with Andrew DeCandis from Intellitran, it could be $100,000 over three months, and that is -- you know, that is reflective of the kind of operating deficit that Good Wheels was operating in month after month. COMMISSIONER CONSTANTINE: One of the things we've talked about, and Drew is going to help us put these numbers together in the coming days, but making the appropriate adjustments. We've got some what we charge for each of the different levels of service and just trying to get some real numbers in there. And then I think by the time we get around to, hopefully July 1, having our long-term fix on this, then we have some numbers we not only think are in place but have been in practice for three months and we know either work or are too high or too low. MR. McNEES: I would suggest perhaps that what we get today from you, to save a step in the future, is an authorization to approve a budget amendment in an amount not to exceed $100,000 from general fund reserves so that as we work through to July, if we do get into a shortfall situation, we don't have to come back and go through this again, that we'll have the ability to process the budget amendment, fund the program. Until that time, and then when we get the long-term pieces in place, we can identify all that. Gavin is suggesting the upside is 100,000. We certainly wouldn't seek to spend that money unless it were necessary. But I think if we could get that approval today, that would maybe save us some work done CHAIRWOMAN MAC'KIE: Sounds like a logical step to an up to amount. COMMISSIONER CONSTANTINE: Can I try and craft a motion for us? CHAIRWOMAN MAC'KIE: I was hoping you would. COMMISSIONER CONSTANTINE: I'd like to make a motion that we approve a -- or sign a memorandum of agreement with the Commission for Transportation Disadvantaged, making us the coordinator for the service; that we enter into a cost plus fixed fee contract with Intellitran to provide coordination of management service for us until our permanent coordinator is chosen; that we go ahead and put in an application to request the TD trust funds from the CDD beginning -- CTT -- for the fiscal year beginning this coming July; and also do the budget resolution that was just outlined by our acting county manager. CHAIRWOMAN MAC'KIE: That's a good motion. Do I have a second? COMMISSIONER NORRIS: Second. CHAIRWOMAN MAC'KIE: Any discussion on the motion? MR. WEIGEL: Yes. CHAIRWOMAN MAC'KIE: If not, all in favor -- COMMISSIONER NORRIS: Yes, there's -- CHAIRWOMAN MAC'KIE: Whoops. Discussion by the county attorney. MR. WEIGEL: Okay. I think there may be a little more that you Page 10 April 2, 1999 need to put on the record, along with the motions that you have there. And none of us have had a lot of time to spend with the agreement, but there are some places in the agreement that are yet to be filled in. I also had brief opportunity to meet with Risk Management concerning the insurance indemnification clause that is in the agreement provided by COMSIS Intellitran. And if I can walk through very briefly, I think part and parcel of a motion or of your actions to take today would be to go on the record and declare an emergency, waiving the purchasing policy as you look to enter into this short-term agreement with Intellitran. On the agreement itself, there is -- there's a -- on page three of the service and -- well, what's called page three, attachment one of the service and payment agreement are some blanks to be filled in of county project manager and county contracting officer, and we do need an indication of whom that will be or what that will be, whether it's the same person or multiple persons, to have that so that the agreement can be fleshed out and eligible for sign-off. COMMISSIONER CONSTANTINE: Would you be the appropriate person for that, Mr. Weigel? MR. WEIGEL: Well, I think maybe Mr. Jones might be. Obviously our office is going to work very closely with all members of staff in that regard. Okay? And attached immediately thereafter on what's page four, what's called attachment to general provisions, we'll note that it's kind of in a standard agreement language provided by Intellitran. There is a termination without cause which probably operates more typically in longer term agreements. 90 days is the term there, and this is a 90-day agreement, if my understanding is correct. That may be fine and it may be that that's not an ability that the county is looking forward to exercise, obviously hoping not to exercise during the term of the agreement. The termination for default does have what would appear to be adequate relation to the needs that the county may have, based on a lack of performance that were to occur. Under vehicle insurance, on the same page, paragraph six, the Risk Management director has indicated that since this is an agreement with COMSIS, we should require proof of coverage from COMSIS, and that the coverage should be a million dollars, rather than $500,000, as shown on, I think, line seven of that paragraph. I would suggest that it be bumped to a million dollars and that COMSIS, my understanding is, is not operating vehicles themselves, that they very simply, as the county does in its own procedures, have itself added as an additional insured on the insurance policy that the subcontractors get. Now, the county always gets that with no additional cost. I would hope that COMSIS would have that same ability, particularly since they can tell the insurers that they're not driving the vehicles themselves. Moving on a little bit, there are actually three exhibits called Exhibits A, C and D, each of which look to the authorization of the Chairwoman to sign off on. And I would like that to be included in the motion of the board. I think it's important to have as complete a record as we can today for potential and ultimate review by the commission in Tallahassee with whom we're working here. Exhibit C is actually a resolution. It's almost toward the end of the agenda packet that you have. It has a paragraph five that is Page 11 April 2, 1999 looking to have a blank filled in with the board, authorizing someone to assign assurrances, reimbursement invoices, warranties and certifications. Again, it may be appropriate for Mr. Jones to be signed into that blank, and it would be my thought that the county attorney would assist in that review, as -- in any way that we could. Last, Exhibit D is an exhibit of standard assurances that apply to the county, and that's another authorization I think that if we go on the record specifically for the Chairwoman to sign it, it's to our credit. COMMISSIONER CONSTANTINE: Help me amend my motion to include recognizing an emergency and waiving the purchasing procedures as necessary to designate Mr. Jones to represent the county in the appropriate capacities and to include the exhibits as outlined by our county attorney, David Weigel. MR. WEIGEL: And Madam Chairwoman? CHAIRWOMAN MAC'KIE: Yes. MR. WEIGEL: I have one last question, and that is Mr. DeCandis, could you tell us for the record what your relation is to the company that you're representing here today? CHAIRWOMAN MAC'KIE: If you'd come to the microphone to do that, I'd appreciate that. COMMISSIONER NORRIS: Second amends, by the way. MR. DeCANDIS: I am the regional vice president for Intellitran. MR. WEIGEL: Okay. And you have corporate authority to sign off on the agreement? THE WITNESS: I have been given corporate authority to sign off on this agreement, yes. MR. WEIGEL: Okay, fine. We'll assist in making sure that it is properly witnessed in the county format that we have. Thank you. CHAIRWOMAN MAC'KIE: Thank you very much. We have a motion, an amended motion and a second. All in favor of those amended -- that amended motion, please say aye. Opposed. (No response.) CHAIRWOMAN MAC'KIE: Passes unanimously. Thank you to you, Commissioner Constantine, and to our new prorider. And hopefully the emergency will be short-lived. COMMISSIONER CONSTANTINE: Yeah, just a quick thanks to our staff and to Drew, because the last 36 hours, they've put together an awful lot in an awful short period of time. They've really done a good job. CHAIRWOMAN MAC'KIE: It's wonderful. Okay, we're done. Page 12 · ' - - Contract # "~Attachment D Collier LCB 04101199 . APR- 2 1999 Effective: to STAT'IE OF FLORIDA COMMISSION FOR THE TRANSPORTATION DISADVANTAGED MEMORANDUM OF AGREEMENT This Memorandum of Agreement is between the COMMISSION FOR THE TRANSPORTATION DISADVANTAGED, hereby referred to as the "Commission, ' and I the COMMUNITY TRANSPORTATION COORDINATOR, designated pursuant to Chapter 427, F.S., to serve the transportation disadvantaged for the community that includes the entire area of Collier county(ies), and hereafter referred to as the 'Coordinator." This AFeement is made in consideration of the mutual benefits to both parties;. said consideration acknowledged hereto by the parties as good and valuable consideration. The Parties Agree: I. The Coordinator Shall: A. Become and remain totally apprised of all of the Transportation DisadVantaged resources available or 'planned in their designated service area. This knowledge will be used to plan, coordinate, and implement the most cost effective transportation disadvantaged transit system possible'under the economic and Other conditions that exist i~. the designated service area. B. Plan and work with Community Transportation Coordinators in adjacent and other areas of the state to coordinate the provision of community trips that might be handled at a lower overall cost to the community by another Coordinator. This includes honoring any Commission-approved statewide certification program that allows for intercounty transportation opportunities. C. Arrange for all services in accordance with Chapter 427, Florida Statutes. and Rule 41-2. FAC, and as further required by the Cordmission and the local Coordinating Board approved Transportation Disadvantaged Service Plan. D. Return any acquired profits or surplus funds originating through the course of business ~s the Coordifiator that are beyond the amounts(s) specifically identified and approved in the accompanying Transportation Disadvantaged Service Plan. Such erOfLts or funds shall be' returned to the Coordinator's transportation system or to any subsequent Coordinator, as a total transportation system subsidy, to be applied to the immediate following operational year. The Coordinator will include similar language in all coordination contracts to assure that transportation disadvantaged related revenues are put back into transportation disadvantaged services. ..~ ~..-." APR- 2 1999 E. Accomplish this Project by: Z. Deve)oping a Transportation Disadvantaged Service Plan for approval by the ~ Coordinating Board and the Commission. Coordinators who are newly designated to a parzicular service area shall submit a local Coordina~g Board approved Transportation Disadvantaged Service Zalan, wit-bin ]20 calendar days following the execution of the Coordh~ator's izzitial memorandum of a~eement wiffi the Commission, for approval by the Commission. ~] subsequent Trampormtion Disadvantaged Serv~,e Plans shall be subn'dtted and approved with the corresponding memorandum of agreement. The approved Tramportadon Disadvantaged Service Plan wi]l be implemented and moxzitored to provide for commuxziL'y-wide trampormdon services for purchase by non-sponsored t~a4~pormdon disadvantaged persons. contracting social service agencies, and other entities that use local. state, or f~era] government ~nds for the p~chase of =ansportation for the transportation disadvantaged. 2. Mayjmizing the use of available public school E'ansporzadon resources and public fixed route or fixed schedule transit services and assuring that private or public u'ansit, paratransit operators, and school boards have been afforded a fair opporturd~ to pa_,-ticipate to the mgximum extent feasible in the p]a_q.,'dng process and in the deve]opment of the provisions of the Tramporta~ion Disadvantaged Service Plan for the ~anspormtion disadvantaged. 3. Providing or a.rranging 24--h0~, ?-day per week trampoz'mdoa disadvantaged service as required in the designated service area by ~y Federal. State or Local Government agency sponsoring such services. The provision of said services shall be furnished in accorda~Lce with the prior xzod~cadon requirements ideadried in the local Coordinating Board 9rid Commission approved Tramportadoa Disadvantaged Service Plan. 4. Complying with all local. state, and fede~ laws ~d regular. ions r. ba~ apply m the provision of ffansportadon disadvantaged services. 5. Submitting to the Commission an .ad. mual C)pex'adng geport detai]~g demographic, operational, and financial data regarding coordination activities in the designated service area. The repor~ shall be prepared on forms provided by the Commission and according to the insm.xctions of said forms. 2 " ' .... F. Comply with Audit and Record Keeping Requirements by: APR - 2 1999 ' 1. Utilizing the Commission recognized Chart of Accounts defined in the Transports:to, r, Accounting Consortlure Model Uniform Accounting System for Rural and Spectali:ed Transportation Providers (uniform accounting system) for all transportation ' disadvantaged accounting and reporting purposes. Community Transportation Coordinators with existimz and equivalent accounting systems are not required to adopt the Chart of Accounts in i"ieu..O.~l~ their existing Chart of Accounts but shall prepare all reports, invoices, and fiscal documents relating to the transportation disadvantaged. functions and activities using the chart of accounts and accounting definitions as outlined in the above referenced manual. " 2. Assuming the responsibility of invoicing for any transportation services arranged. unless otherwise stipulated by a purchase of service contract or coordination contract. 3. Maintaining and filing with the Commission, local Coordinating Board, and all purchasing agencies/entities such progress, fiscal, inventory, and other reports as those entities may require during the period of this Agreement. 4. Providing copies of finance and compliance audits to the Commission and Coordinating Board as requested by the Commission or Coordinating Board. G. Retain all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for a period of five (5) years after termination of this Agreet'nent. If an audit has been initiated and audit findings have not been resolved at the end of five (5) years, the records shall be retained until resolution of the audit findings. The Coordinator shall assure that these records shall be subject to inspection, review, or audit at all reasonable times by persons duly authorized by the Commission or this Agreement. They shall have full access to and the right to examine any of the said records and documents during the retention period. H. Comply with Safety Requirements by: $, 1. Complying with Section 341.061, F.S., and Rule 14--90, FAC, concerning System Safety; or complying with Chapter 234.05 1, F.S., regarding school bus safety requirements for those services provided through a school board; and 2. Assuring compliance with local, state, and federal laws, ahd Commission policies relating to drug testing. Conduct drug and alcohol testing for safety sensitive job positions within the coordinated system regarding pre-employment, randomization, post-accident, and reasonable suspicion as required by the Federal Highway Administration and the Federal Transit Administntion. I. Comply with Commission insurance require.ments by maintaining at least minimum liability insurance coverage in the amount of $100,000 for any one person and $200,000 per occurrence at all times dui'ing the existence of this Agreement. Upon the execution of this Agreement, the Coordinator shall add the Commission as an ad~!itional onmed hts'ured to all insurance policies covering vehicles transporting the transportation disadvantaged. In 'the event of any cancellation or changes in the limits of liability in the insurance policy. the insurance agent or broker shall notify the Commission. The Coordinator shall insure that contracting Transportation Operators also maintain the same minimum liability insurance. or an-equal governmental insurance program. School board vehicle insurance coverage shall be in accordance with Section 234.03, F.S., and 234.211, F.S. Insurance coverage in excess of Sl million. per occurrence must be approved by the Commission and the local Coordinating Board before inclusion in the Trans~p6rtation Disadvantaged Service Plan or in the justification of rates and fare structures. APR - 2 1999 J. Safeguard information by not using or disclosing any information concerning a user of services under this Agreement for any purpose not in conformity with the local, state and federal regulations (45 CFR, Part 205.50), except f, pon order of a court, written consent of the recipient, or his/her responsible parent or guardian when authorized by law. K. Protect Civil Rights by: 1. Complying with Title VI of the Civil Rights Act of 1964 and Section 504 of the Rehabilitation Act of 1973, as amended. The Coordinator gives this assurance in consideration of and for the purpose of obtaining federal grants, loans, contracts (except contracts of insurance or guaranty), property, discounts, or other feder~tl financial assistance to programs or activities receiving or benefiting from federitl financial assistance and agreeing to complete a Civil Rights Compliance Questionnaire if so requested by the Commission. Coordinator shall also assure compliance with: a. Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000d et seq., which prohibits discrimination on the basis of race, color, or national origin in programs and activities receiving or benefit/rig from federal financial assistance. b. Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. 794. which prohibits discrimination on the basis of handicap in programs and activities receiving or benefit/rig from federal financial assistance. c. T/fie IX of the Education Amendments of 1972, as amended, 20 U.S.C. 1681 et seq., which prohibits discrimination on the basis of sex in education programs and activities receiving or benefit/rig from federal financial assistance. d. The Age Discrimination Act of 197:5, as amended, 42 U.S.C. 6101 et seq., which prohibits discrimination on the basis of age in programs or activities receiving or benefiting from federal financial assistance. e. The Omnibus Budget Reconciliation Act of 1981, P.L. 97-33, which prohibits discrimination on the basis of sex and religion in programs ind activities receiving or benefitrag from federal financial assistance. f. All regulatibns, guidelines, and standards lawfully adopted under the above statutes. " g. The Americans with Disabilities Act of 1990. as at may be amended t'rora time to time. APR - 2 1999 2. Agreeing that compliance with this assurance constitutes a condition of continued receipt of or benefit from federal financial assistance. and that it is binding upon the Coordinator, its successors, subcontractors, transferee, and assignees for the period during which such assistance is provided. Assuring that all operators, subcontractors. subgrantee, or others with whOin the Coordinator arramzes to 'provide services or benefits to participants or employees in connection with any of its programs and activities are not discriminating against those participants or employees in violation of the above statutes, regulations, guidelines, and standards. In the event of failure to comply, the Coordinator agrees that the Commission may, at its discretion. seek: a court order requiring compliance with the terms of this assurance or seek other appropriate judicial or administrative relief, to include assistance being terminated and further assistance being denied. L. Indemnify and hold harmless the Commission and all of the Commission's members, officers. agents, and employees; purchasing agency/entity officers, agents, and employees; and the local, state, and federal governments from any claim, loss, damage, cost, charge or expense arising out of any act, action, neglect or omission by the Coordinator during the performance of this Agreement, whether direct or indirect, and whether to any person or property to which the Commission or said parties may be subject, except that neither the Coordinator not any of its sub-contractors will be liable under this section for damages arising out of injury or damage to persons or property directly caused or resulting from the sole negligence of the Commission or any of its members, officers. agents or employees; purchasing agency/entity, officers, agents. and employees: and local, state, or federal governments. Nothing herein is intended to serve as a waiver of sovereign immunity by any agency/entity or Coordinator to which sovereign immunity may be applicable. Nothing herein shall be construed as consent by a state agency/entity or political subdivision of the State of Florida or the federal government to be sued by third parties in any matter arising out of any Agreement or contract. Notwithstanding the foregoing, pursunnt to Section '768.28, Florida Statutes. no agency or subdivision of the state shall be required to indemnify, insure, or assume any liability for the Commission's negligence. - M. Comply wi~h standards and performance requirements of the Commission, the Coordinating Board approved Transportation Disadvantaged Service Plan, and any purchase of service contracting agencies/entities. Failure to meet the requirements or obligations set forth in this MOA. and performance requirements established and monitored by the Coordinating Board in the approved Transportation Disadvantaged Service Plan, shall be due cause for non-payment of reimbursement invoices until such deficiencies have been addressed or corrected to the satisfaction of the Commission. N. Comply with subcontracting requirements by executing or negotiating contracts for transportation services with Transportation Operators, and assuring that the conditions of such contracts are maintained. The requirements of Pan 1, Paragraph E.5. through M are to be included in all contracts,-subcontracts, coordination contracts, and assignments made by the Coordinator for services under this Agreement. Said contracts, subcontracts, coordination 5 contracts, and assignments will be reviewed .anCl approved :annually bv the Coordinator and local Coordinating Board for conformance .with .the requirements of this Agreement. O. Comply with the following requirements concerning drivers and vehicles: j~Pi~ - 2 1~199 1. Drivers for paratransit services, including coordination contractors, shall be required to announce and identify themselves by name and company in a manner that is conducive to communicatio~.;.~With the specific passenger, upon piclcup of each rider, group of riders, or representative, guardian, or associate of the rider, except in situations where the driver regularly transports the rider on a recurring basis. Each driver must have photo identification that is in view of the passenger. Name patches, inscriptions or badges that affix to driver clothing are acceptable. For transit services, the driver photoidentification shall be in a conspicuous location in the vehicle. 2. The paratransit driver shall provide the passenger with boarding assistance, if necessary or requested, to the seating portion of the vehicle. The boarding assistance shall include opening the vehicle door, fastening the seat belt or utilization of wheelchair securement devices, storage of mobility assistlye devices, and closing the vehicle door. In certain paratransit service categories, the driver may also be required to open and close doors to buildings, except in situations in which assistance in opening/closing building doors would not be safe for passengers remaining on the vehicle. Assisted access must be in a dignified manner, Drivers may not assist wheelchair up or down more than one step, unless it can be performed safely as determined by 'the passenger, guardian, and driver, 3. All vehicles ordered or put into service after adoption of this section of the Rule, and providing service within the coordinated system, shall be equipped with two-way communications in good working order and be audible to the driver at all times to the base. All vehicles that are not equipped with two=way communications shall have two years to be in compliance as specified in Rule ,~1-2. 4. All vehicles ordered or put into service after the adoption of this section of the Rule, and providing service within the coordinated system, shall have working air conditioners and heaters in each vehicle. Vehicles that do not have a working air conditioner or heater will be scheduled for-repair or r~placement as soon as possible. All vehicles that are not equipped with an air conditioner and/or heater shall have two years to be in compliance as specified in Rule ,~1-2, P, Comply with other requirements as follows: · 1. Transport an escort of a passenger and dependent children as locally negotiated and identified in the local Transportation Disadvantaged Service Plan, 2. Determine locally in the Transportation Disadvantaged Service Plan, the use, responsibility, and cost of child restraint devices, 9. i ransport with the passenger at no addtuonal charge, passenger propert).' that can be carried by the passenger and/or driver in one trip and can be safely stowed on the .,. vehicle. Additional requirements may be negotiated for carrying and loading rider property beyond this amount. Passenger property does not include wheelchairs. child seats, stretchers, secured oxygen, personal assistlye devices, or intravenous devices. APR- ~ 1999 4. Provide shelter, security, and safew. of passengers at vehicle transfer poinLs. 5. Post a local or other toll-fre~Jmber for complaints or grievances inside each vehicle. The local complaint process shall be outlined as a section in the Iota] Transportation Disadvanm~d Service Plan includin,~ advising the dissatisfied person about the Commission's Ombudsman Program as a step within d~e process as approved by the ' local Coordinating Board, 6. Provide out-of-service-area trips, when determined locally and approved by the local Goordinadng Board, except in instances where local ordinances prohibit such trips. 7. Keep interior of all vehicles free from din, grime, oil, trash, torn upholstery, damaged or broken seats, protruding metal or other objects or materials which could soil items placed in the vehicle or provide discomfort for the passenger. 8. Determine locally by the local Coordinating Board and provide in the local ', Transportation Disadvantaged Service Plan the billing requirements of the Community Transportation Coordinator. All hills shall be paid to subcontractors within 15 calendar days after receipt of said payment by the Coordinator except in instances where the Coordinator is a non-governmental entity. 9. Maintain or have access to a passenger/trip database on each rider being transported within the system. 1'0. Provide each rider and escort, child, or personal care attendant adequate seating for paratransit services. No more passengers than the registered passenger seating capacity shall be scheduled or transported ia a vehicle at any time. For transit services provided by trait vehicles, adequate seating or standing spa~e will be provided to each rider and escort, child, or personal care attendant, and no more passengers than the registered passenger seating or standing capacity shall be scheduled or transported in a vehicle at any time. 11. First Aid shall be determined locally and provided in the local Transportation Disadvantaged Service Plan. 12. Cardiopulmonary Resuscitation shall be determined locally and provided in the local Transportation Disadvantaged Service Plan. II. The Commission Shall: A. Recognize the Coordinator as the entity described in Section 427.011 (5), Florida Statutes. and Rule 41-5-.002(4). F.A.C. API - ? 'lg,qg" B. Attempt to insure that all entities with transportation disadvantaged funds will purchase transportation disadvantaged services through me Coordirmtor's system. III. The Coordinator and the Commission Further Agree: A. Nothing in this Agreement shall requ.!re the Commission to observe or enforce compliance with any provision thereof, perform':~iny other act or do any other thing in contravention of any applicable state law. If any of the provisions of this Agreement is found by a court of law to violate any applicable state law, the purchasing agency/entity will at once notify the Commission in writing in order that appropriate changes and modifications may be made by the Commission and the Coordinator to the end that the Coordinator may proceed as soon as possible with the provision of transportation services. B. If any part or provision of this Agreement is-held invalid, the reminder of this Agreement shall be binding on the parties hereto. C. Termination Conditions: 1. Termination at Will - This Agreement may be terminated by either party upon no less than thirty (30) days notice, without cause. Said notice shall be delivered by cdrtified- mail, return receipt required, or in person with proof of delivery. 2. Termination for Breach - Unless the Coordinator's breach is waived by the Commission in writing, the Commission may, by written notice to the Coordinator. terminate this Agreement upon no less than twenty-four (24) hours notice. Said notice shall be delivered by 'certified mail, return receipt requested, or in person with proof of delivery. Waiver by the Commission of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement, and shall not act as a waiver or estoppel to enforcement of any provision of this Agreement. The provisions herein do not limit the Commission's right to remedies at law or to damages. D. Renegotiations or Modifications of this Agreement shall only be valid when they have been reduced to writing, duly approved by the Commission, and signed by both parties hereto. :.. Notice and Contact: The name and address of the contnct manager for the Commission for this Agreement is: Executive Director, 605 Suwannee Street, MS49, Tallahnssee, FL 32399.0450. The representative/position of the Coordinator responsible for administntion of the program under this Agreement is: 8 In the event that different representatives are designated by either party after execution ot thL< A~,reement. notice of the name and address of the new representative will be rendered in writing to the other party, and said notification attached to originals of this Agreement. This document has been reviewed in its entirety and approved by the local Coordinating Board at i~ _ .- '~ ' ~. ~ e 0° WITNESS WHEREOF, the parties hereto have caused these presents to be executed. COMMUNITY TRANSPORTATION STATE OF FLORIDA, COMMISSION FOR 'COORDINATOR: THE TRANSPORTATION DISADVANTAGED: c'/o l { ?e.r' (o dG / Agency Name of Authorized Individual Typed Name o Authorized Individual Signature ne~~~Y,'~"5~- ' Title:. e,'ee-t,t/c-,'~,,- - · - _ / Title: An~~"'~'~/<5~SEAL) : ,,,,. ... '.. ".' ,,,, ...... E .-~_t,. : :"-""'"~- ~ .../. ~ ' ' .... ~~r6~.'m~~ Staff Attorney, If Applicable --,. County .A,~,(n*ney o Subscribed and sworn bezore me this day of 19 Personally known Produced Identification Type 9 PURCHASE OF SERVICE AGREEMENT APR - ~ 1999 Agreement between Collier County, Flodda, a political subdivision of the State of Florida (hereinafter COUNTY) and COMSIS Mobility Services, Inc. also doing business as intelitran (hereinafter COMSIS Mobility / intelitran) Within this contract, the term "Parties" shall mean COUNTY and COMSIS Mobility / intelitran The term "Funding Entity" shall mean: COUNTY. This contract includes this contract signature sheet, together with the following Attachments and any Exhibits thereto, all of which are incorporated into the contract and shall be construed together to form the agreement between the Parties; I. Services and Payment II. General Provisions III Federal Provisions In consideration of the mutual promises, covenants and the payment terms set forth in this page and the Attachments and Exhibits, COMSIS Mobility / intelitran agrees that it shall deliver services for COUNTY accordance with the terms and standards of this contract. Notices under this agreement should be delivered to: For: COUNTY For COMSIS Mobility / intelitran: Pamela S. Mac'Kie Andrew T. DeCandis, Project Manager Chairwoman 2000 Oxford Drive Collier County Board of County Commissioners Suite 430 3301 East Tamiami Trail Bethel Park, Pa 15102 Naples, FL 34112 (412) 854 6940 (941)774-8097 Agreed and entered into this 2"d day of April, 1999. ;Collier Cour).tyZ) · . A. TTEST:, ~: ~, .:':,.. ~ COLLIER COUNTY BOARD OF COUNTY _ DWIGHT E2 BROCK~ ~,L. ERK COMMISSIONERS ~By!:~(~ BY"PAI{IELA S. MAC'KIEYCm~/RW~MA~ Attis:t'as' "to" cha'.!~;s $ fgllihllc~lllii~a.,TO FORM AND LEGAL SUFFICIENCY: COMSIS Mobility Services, Inc, Da;id C. Weigil, Coun/y' Attorn~i) iii~t: ~[ridrew T. DeCandis, Vice President Witness Witness APR- 1999 Collier CounW Attachment l SERVICE AND PAYMENT 1. Purpose The purpose of this Agreement is to provide community transportation services in accordance with Florida Transportation Disabled Commission statutes and regulations and the statutes and regulations applicable to Medicaid transportation services delivered in the State of Florida; and such other transportation services as COMSIS Mobility / intelitran shall be directed to provide. 2. Agreement term The term of this agreement shall be April 1, 1999 through June 30, 1999, unless terminated earlier in accordance with this agreement. 3. Services to be Provided by COMSIS Mobility / intelitran COMSIS Mobility / intelitran shall provide Community Transportation management services. Service shall include all customary management services associated with the operation of a Florida Community Transportation Coordinator (CTC) including but not limited to; establishing and operating a reservation center for receipt and processing of calls from riders to reserve trips using the service, routing and scheduling of community transportation trips, including assignment of trips to carriers using carriers under contract to COUNTY (if any) or under contract to COMSIS Mobility / intelitran., monitoring service provided by carriers, review, and verification of invoices from carriers and approval of carrier invoices for payment, and requiring carrier compliance with all state, federal and local statutes and regulations goveming their services. 4. Obligation of COUNTY for Equipment COUNTY agrees that all capital equipment purchased by COMSIS / intelitran for the provision of services under this agreement (including but not limited to telephone system, computer hardware and office software, fumiture, and office machines) will be purchased by the successor to COMSIS / intelitran, or, if the successor does not purchase said equipment, by the COUNTY at the residual value thereof immediately upon termination or expiration of this agreement. The intent of this provision is that COMSIS Mobility / intelitran shall be made whole for all equipment purchased under this agreement. 5. Payment / Invoices COMSIS Mobility / intelitran shall invoice COUNTY monthly on a cost plus fixed fee basis according to actual expenses incurred. COUNTY will be billed the actual cost of service provision plus a 15% fee. Said fee will be calculated by multiplying the total personnel costs and associated overhead expenses by 15%. A budget is attached to this contract to as an estimate of the maximum cost of management services. The budget does not include payments to carriers. Revenues received from agency billings for services provided will be used to offset these charges to the COUNTY. COUNTY will remit payment in full within thirty (30) days of receipt of the invoice to COMSIS Mobility / intelitran. COUNTY shall reimburse COMSIS Mobility / intelitran on a monthly basis for all carrier costs incurred by COMSIS / intelitran in the delivery of service under this agreement. Reimbursement for said carrier costs shall be made within thirty APR- 2 1999 ([30) days of COUNTY receipt of the COM SIS Mobility / intelitran invoice for said services. 6. COUNTY Proicct Manager COM SIS Mobility / intclitran shall render services under this agreement at the direction of the COUNTY project manager: Gavin ]ones Said project manager shall be responsible for all technical direction under the contract, including supervision, inspection, review of all work, deliverables, repo.s, invoices, payments, schedule and similar matters. The Project manager is not authorized to direct changes in the telIllS and conditions of this contract. Such changes may only be directed by the contracting officer. 6. COUNTY Contracting Officer The contracting officer shall be Gavin ]ones . The contracting officer shall be responsible for all contract administration, including approval of payment requests, contract amendment, contract interpretation, claims, auditing, insurance, tenuination or suspension and administrative matters. 7. Title to Equipment, Risk of Loss Title to all equipment acquired and paid for in full with funds provided by COUNTY as cost reimbursements shall vest in COUNTY upon receipt and acceptance by COMSIS Mobility / intelitran and full reimbursement by the COUNTY. The party having custody of any equipment shall bear the risk of loss and said equipment during the term of this agreement. Collier County APR - 2 1999 ATTACHMENT II. GENERAL PROVISIONS 1. Independent Contractor 5. Assignment COMSIS Mobility / intelitran at all timcs shall bc an indcpcndcnt Neither this agrecmcnt, nor any part of this agreement may be contractor. COMSIS Mobility / intelitran shall bc fully assigned by either party to another entity without the prior, responsible for all acts and omissions of its employees, written conscnt ofthc othcr party. subcontractors, and thcir suppliers, and shall bc specifically responsible for sufficient supervision and inspection to ensure 6. Vehicle Insurance compliance in every respect with the contract requirements. COMSIS Mobility / intelimm shall require its subcontractors COMSIS Mobility / intelitran shall hire and pay those employees operating vehicles to purchase and maintain vehicle insurance on necessary to carry out COMSIS Mobility / intelitran's obligations all vehicles used to provide services under this contract regardless under this agreement and COMSIS Mobility / intelitran shall of whether said vehicles are owned by subcontractor or supplied make all necessary payroll deductions and payments to federal, to subcontractor by COUNTY, the Funding entity or some other state, and local governments. No contractual relationship shall be party. Vehicle insurance shall be "hired, owned and non-owned" established between COUNTY and any subcontractor or supplier coverage providing minimum limits of $1,000,000 per accident of COMSIS Mobility / intelitran by virtue of this contract. combined single limit for bodily injury liability and property COMSIS Mobility / intelitran represents and warrants the it is a damage liability including liability to passengers. For vehicles private corporation, partnership, or sole proprietorship, duly not owned by subconWactor(s), additional insurance coverage organized, validly existing and in good standing under the law of shall be maintained for physical damage to the vehicles including the state where organized and of the state where services are to be comprehensive and collision coverage equal to the cash value of performed under this agreement. This contract is solely for the the vehicles with a maximum deductible of $500. Subcontractors benefit of COUNTy and COMSIS Mobility / intelitran. shall be responsible for the payment of any deductible amount. COMSIS Mobility / intelitran shall require its subcontractors 2. Amendments provide to it, prior to beginning service under this agreement, a This contract may be amended by the parties. No amendment to certificate of insurance, specifying coverages as required in this this contract shall be effective until and unless it is reduced to paragraph, undenvfitten by a eartier acceptable to COUNTY (and writing and signed by both parties. having a most recent published rating by A. M. Best Company of "A" or better) that indicates that COMSIS Mobility / intelitran, 3. Termination without cause COUNTY, the Funding Entity and any subcontractor or agent of Either Party may terminate this agreement without cause upon subcontractor engaged in any work under this agreement are ninety (90) days written notice to the other party. Upon such named as additional insureds on the policy. The certificate of termination without eanse, COMSIS Mobility / intelitran shall be insurance shall contain an endorsement providing that COMSIS paid such amount as will compensate it for work performed prior Mobility / intelitran shall be given thirty (30) days notice before to and up to the date of termination and reasonable termination cancellation of the policy and an endorsement that such insurance expenses including: (a) costs incurred by COMSIS Mobility / is primary and no insurance of COMSIS Mobility / intelitran, intelitran or its subcontractors in preparing to perform and COUNTY, the Funding entity, or subcontractor will be looked performing the terminated wok plus a fair and reasonable profit upon to contribute to any loss. COMSIS Mobility / intelitran and on such portion of the work, less amounts already paid or to be COUNTY shall be listed as additional insureds on all paid for accepted supplies or services (b) costs of settling and subcontractors' insurance. paying claims arising out of the termination of subcontracts entered into by COMSIS Mobility / intelitran to deliver the 7. General liability insurance services under this agreement (not including any costs included in COMSIS Mobility / intelitran shall obtain Comprehensive (a) above) (c) the reasonable settlement costs of COMSIS General Liability insurance in thcamountof$1,000,000. P~orto Mobility / intelitran including accounting, legal, clerical and other the start of service under this agreement, COMSIS Mobility / expenses of preparing the settlement claims and supporting data. intelitran shall provide COUNTY a certificate of insurance, specifying coverages as required in this paragraph, underwritten 4. Termination for Default by a carrier acceptable to COUNTY (and having a most recent COUNTY may terminate this contract for default, in accordance published rating by A. M. Best Company of "A" or better) indicating that COUNTY, and the Funding Entity, are included as with this paragraph, if COMSIS Mobility / intelitran falls to additional insureds on said policy. Said policy shall contain a perform the services in a timely manner and in accordance with the standards or ifCOMSIS Mobility / intelitran fails in any other provision that COUNTY shall be given thirty (30) days written notice before the cancellation of the policy and an endorsement way to conform to the terms of this agreement. Prior to that such insurance is primary and no insurance of COUNTY, or termination for default, COUNTY shall give COMSIS Mobility / intelitran a Notice of Default setting forth the circumstances of the Funding entity will be called upon to contribute to any loss. COMSIS Mobility / intelitran's default. COMSIS Mobility / COMSIS Mobility / intelitran shall require all subcontractors to intelitran shall have thirty(30) days to cure such default (measured obtain Comprehensive General Liability insurance in the amount from COMSIS Mobility / intelitran's receipt of the Notice of of $1,000,000. Said coverage shall be "broad form" and shall Default). IfCOMSIS Mobility / intelitran fails to cure the default before the expiration of the thirty (30) day cure period, the specifically cover contractual liabilities including the hold harmless provisions of this contract. Prior to the start of service contract shall be terminated upon the expiration of the cure period under this agreement, COMSIS Mobility / intelitran shall require and COUNTY shall be entitled to equity under the law. COMSIS its subcontractors to provide it with a certificate of insurance, Mobility / intelitran shall not be found in default for events arising due to Acts of God, war, insurrections, strikes and specifying coverages as required in this paragraph, underwritten by a carrier acceptable to COUNTY (and having a most recent unusually severe weather. published rating by A. M. Best Company of "A" or better) indicating that COMSIS Mobility/in~litran, COUNTY, me Funding Entity, and any subcontractor or agent of subcontractor 11. Records engaged in any work under this agreement are included as COMSIS Mobility / intelitran shall maintain (in accordance with additional insureds on said policy. Said policy shall contain a generally accepted accounting procedures) and make available for provision that COMSIS Mobility / intelitran shall be given thirty inspection, andit and/or reproduction by any authorized (30) days written notice before the cancellation of the policy and representative of COUNTY, the Funding entity, or any other an endorsement that such insurance is primary and no insurance authorized governmental agency; adequate books, documents and of COMSIS Mobility / intelitran, COUNTY, or the Funding other evidence pertinent to the costs and expenses of this contra~t. entity, will be called upon to contribute to any loss. This shall include direct and indirect costs of labor, material, equipment, supplies, services and all other costs and expenses of 8. Worker's Compensation Insurance whatever nature for which reimbursement is claimed under or COMSIS Mobility / intelitran shall maintain and COMSIS which is included in the calculation of overhead under the Mobility / intelitran shall require all its subcontractors to maintain provisions of this Contract. All records required by this Contract a policy of insurance covering Wonkers Compensation risks in or by law shall be maintained until an andit is completed and all such mounts and with such coverage as required by the laws of questions arising therefrom are resolved or five (5) years after the state. Prior to the start of service under this agreement, completion of this contract, whichever occurs first; except that subcontractors shall be required to provide COMSIS Mobility / records will be retained beyond the fifth year if an audit is in intelitran a Certificate of Insurance, specifying coverages as progress and/or the findings of a completed audit have not been required in this paragraph, underwritten by a carrier acceptable to resolved satisfactorily. COMSIS Mobility / intelitran (and having a most recent published rating by A. M. Best Company of "A" or better) 12. Notices indicating that COMSIS Mobility / intelitran, COUNTY, and the Notices in connection with this agreement shall be in writing and Funding Entity are included as additional insureds on said policy. delivered by regular, registered, or certified mail or hand carried Said policy shall contain a provision that COMSIS Mobility / to the individual designated on the signature page to receive such intelitran shall be given thirty (30) days written notice before the notice. Telephone calls and facsimile machines may be used to cancellation of the policy, that such insurance is primary and no expedite communications, but shall not be official communication insurance of COMSIS Mobility / intelitran, COUNTY, the unless confirmed in writing and delivered in accordance with this Funding Entity, or subcontractor will be called upon to contribute paragraph. The parties designated to receive notice and/or to any loss. addresses for delivery of notices may be changed from time to time by written notice. 9. Indemnification and liability COMSIS Mobility/intelitran shal indemnify, protect and hold 13. Federal State and Local Taxes COUNTY and the Funding Entity (referred to collectively and All prices set forth in the payment provisions of this agreement individually in this sentence as "indemnitees") harmless fxom and are inclusive of all applicable taxes and COUNTY shall not be against all claims, actions, suits, proceedings, costs, expenses and liable to COMSIS Mobility / intelitran for any taxes, including attorney's fees, incurred by or asserted against indemnitees by any payroll taxes and sales taxes not included within said prices. person, persons or entity arising out of COMSIS Mobility / intelitran's action or failure to act, provided, however, that this 14. Licenses and permits indemnification shall not extend to liability arising out of the sole negligence of indemnitee(s). COMSIS Mobility / intelitran shall be responsible for obtaining any necessary licenses, permits, and approvals necessary for At no time will either party, its officers, directors, employees or complying with any federal, state, county, municipal or other law, code or regulation applicable to the performance of the services to agents be liable in contract or tort to the other party for special, be provided under this agreement. indirect, incidental, consequential or punitive damages resulting from the other party's performance, nonperformance, or delay in performance of its obligations under this agreement. The 15. Compliance with Law limitation of liability set forth in the preceding sentence shall not COMSIS Mobility / intelitran shall perform all services required apply to intentional tort or fraud. by this contract in accordance with all applicable federal, state and local laws and regulations. COMSIS Mobility / intelitran shall use only licensed personnel to perform work required by law 10. Disputes Any dispute concerning a question of fact or law arising under or or regulation to be performed by such personnel. related to this contract which is not disposed of by agreement shall be submitted by COMSIS Mobility / intelitran in writing and 16. Privacy of data shall be decided by the Contracting Officer, who shall provide a COMSIS Mobility / intelitran shall comply with all federal state written decision and mail or otherwise furnish a copy of the and local data privacy laws, regulations, and requirements decision to COMSIS Mobility/intelitran. The decision shall be applicable to data collected or used by COMSIS Mobility / final and conclusive, unless COMSIS Mobility / intelitran, within intelitran in the provision of services under this agreement. two weeks after receipt of the decision, files a written appeal with COUNTY, stating in detail the basis of the appeal. COUNTY 17. Interest of Provider shall consider the appeal and notify COMSIS Mobility / intelitran No Board member, owner or employee of COMSIS Mobility / of its decision. COUNTY's decision of the appeal shall be the intelitran shall have any interest in COUNTY or become an final decision under the contract, and shall be final and conclusive employee of COUNTY or member or employee of the Funding as to questions of fact unless determined by a court of competent entity. jurisdiction to have been fraudulent, capricious, arbitrary, so grossly erroneous as necessarily to imply bad faith or not 18. Governing Law supported by substantial evidence. The decision of COUNTY This contract and the rights, obligations and remedies of the shall not be final and conclusive as to questions of law. Not parties under it shall be governed by the laws of the State of withstanding any disagreement, COMSIS Mobility / intelitran Florida. shall proceed during the pendency of any appeal or subsequent litigation with the services in accordance with the COUNTY 19. Notice of Labor Disputes decision If COMSIS Mobility / intelitran has knowledge of any actual or threatened labor dispute ~at is delaying or threatens to delay ~e APR - 2 1.q99 timely or proper performance of this contract, COMSIS Mobility / :22. Complete A~eernent~ Savings Clause, Waiver intelitran shall immediately give COUNTY notice of the dispute, This agreement together with all allachmcnts and exhibits is the including all relevant information. complete agreement between the parties. If any provision of the contract is found to bc invalid or uncnforccablc, the remaining 20. Publicity Releases provisions shall not be impaired. Failure or delay of either All publicity releases or releases of reports, papers, articles, maps COMSIS Mobility / intelitran or COUNTY (a) to insist in any one or other documents in any way connected with this contract or the or more instances upon performance of any of the terms and work under this contract which Provider desires to make shall be conditions of this conU'act or (b) to exercise any rights or subject to the prior approval of COUNTY. COMSIS Mobility / remedies, or (c) to approve the services, shall not release the other intelitran shall promptly notify COUNTY of all inquiries it party from any obligations under this contract and shall not be receives from members of the media regarding the performance of construed as a waiver or relinquishment of the other party's rights the work under this contract. COUNTY shall have unrestricted (a) to require strict performance of the other party's obligations or authority to reproduce, distribute, or use in whole or in part, (b) to require the future performance of any terms and conditions, without payment of any kind, photos of COMSIS Mobility / but eah party's with respect to such performance shall continue in intclitran's employees and vehicles and any reports, data or full force and effect. materials submitted by Providcr associated with any services provided under this Contract. 23. Drug and Alcohol Testing COMSIS Mobility / intelitran shall require all applicable 21. Equal OpportuniW subcontractors to comply with all requirements of the Federal During the performance of this contract, COMSIS Mobility / Transit Administration regarding the testing of safety sensitive intelitran agrees that it will, in good faith, afford equal employees for drug and alcohol use. COMSIS Mobility / opportunity required by applicable fedcral, state, or local law to intelitnm's attention is directed to 49 CFR Part 653 (Drug testing all employees and applicants for employment without regard to requirements and 49 CFR Part 654 (alcohol testing requirements). race, color , religion, sex, age, disability or national origin. COMSIS Mobility / intelitran shall be responsible for requiring COMSIS Mobility / intclitran further agrees to afford equal compliance with the regulations including, but not limited to, opportunity required by applicable federal, state, or local law to adoption of required policies, testing, record keeping and subcontnctors and vendors which arc "disadvantaged business reporting as more fully detailed in the above referenced enterprises" or "women owned enterprises" (both as defined by regulations. The cost of compliance with the regulations shall bc federal law or regulation in effect on the date of this contract). the sole responsibility of the subcontractors. COUNTY and the COMSIS Mobility / intclitran agrees to insert the substance of this Funding Entity shall have the right to inspect the drug and alcohol clause in all subcontracts and purchase orders. testing program and all records maintained thereunder. Collier County API - 9 oqq ATTACHMENT III FEDERAL PROVISIONS The federally required contract clauses and provisions in this Attachment apply to all Federally-assisted contracts. These provisions supersede and take precedence over any other conflicting clause or provision of the contract. 1. Equal Opportunity In the event of any violation of the provisions set forth in During the performance of this contract, the COMSIS Mobility / paragraph (a) of this clause, COMSIS Mobility / intelitran and intelitran agrees that it shall not discriminate against any any subcontractor responsible therefor shall be liable for the employee or applicant for employment because of race color, unpaid wages. In addition, COMSIS Mobility / intelitran and creed, sex, disability, age or national origin. COMSIS Mobility / subcontractor shall be liable to the United States (in the case of intelitran shall take affirmative action to ensure that applicants are work done under contract for the District of Columbia or a employed and the employees are treated during employment territory to such District or to such territory), for liquidated without regard to their race, color, creed, sex, disability, age, or damages. Such liquidated damages shall be computed with national origin. This shall include, but not be limited to: respect to each individual laborer or mechanic, including employment; upgrading; demotion or transfer; recruitment or watchmen and guards, employed in violation of the provisions set forth in paragraph (a) of this clause in the sum of $10 for each recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including calendar day on which such individual was required or permitted apprenticeship. COMSIS Mobility / intelitran shall include the to work in excess of the standard workweek or forty (40) hours provision of this section in every subcontract or purchase order without payment of the overtime wages required by the provision except for standard commercial supplies or raw material and set forth in paragraph (a)of this clause. construction. (c) Withholding for Unpaid Wages and Liquidated Damages. COUNTY shall upon its own action or upon written request of an 2. Disadvantaged Business Enterprise Program authorized representative of the Department of Labor withhold or ' cause to be withheld, from any moneys payable on account of It is the policy of the Department of Transportation that work performed by COMSIS Mobility / intelitran or subcontractor Disadvantaged Business Enterprises (DBEs) as defined in 49 CFR under any such contract or any other Federal Contract with the Part 23 shall have the maximum opportunity to participate in the same COMSIS Mobility / intelitrau or any other Federally - performance of contracts financed in whole or part with Federal assisted contract subject to the Contract Work Hours and Safety funds. Consequently, the DBE requirements of 49 CFR Part 23 Standards Act which is held by the same COMSIS Mobility / apply to this contract. COMSIS Mobility / intelitran shall not intelitrau, such sums as may be determined to be necessary to discriminate on the basis or race, color, national origin, or sex in satisfy any liabilities of such COMSIS Mobility / intelitran or the performance of this contract. The requirements of 49 CFR subcontractor for unpaid wages and liquidated damages as Part 23 are incorporated in this contract by reference. Failure by provided in the provision set forth in paragraph (b) of the clause. COMSIS Mobility / intelitran to carry out these requirements is a material breach of the contract which may result in termination or (d) Payrolls and Basic Records (1) COMSIS Mobility / intelitran or subcontractor shall maintain other appropriate remedy. payrolls and basic payroll records during the course of contract work and shall preserve them for a period of three (3) years from the completion of the contract for all laborers and mechanics working on the contract. Such records shall contain the name and 3. Interests of Members of Congress address of each such employee, social security number, correct No member of or delegate to Congress or resident commissioner classification, hourly rates of wages paid, daily and weekly shall be admired to any share or part of this contract or to any number of hours worked, deductions made, and actual wages benefit arising from it. However, this clause does not apply to paid. Nothing is this paragraph shall require the duplication of this contract to the extent that this contract is made with a records required to be maintained for construction work by corporation for thecorporation'sgeneralbene~t. Department of Labor regulations at 29 CFR 5.5 (a)(3) implementing the Davis-Bacon Act. 4. Restrictions on Lobbying (2) The records to be maintained under paragraph (d) (1) of this COMSIS Mobility / intelitran shall timely comply with the clause shall be made available by COMSIS Mobility / intelitran or requirements of the lobbying restrictions set forth in Section 301 subcontractor for inspection, copying, or transcription by of Public Law 101-121 as implemented by the Department of authorized representatives of COUNTY or the Department of Transportation in 49 CFR Part 20, and as those authorities may be Labor. COMSIS Mobility / intelitran or subcontractor shall hereafter amended. permit such representatives to interview employees during working hours on the job. 5. Contract Work Hours and Safety Standards Act- (e) Subcontracts. COMS1S Mobility/intelitran or subcontractor Overtime Compensation shall insert in any subcontracts the provisions set forth in paragraphs (a) through (e) of this clause and also a provision (a) Overtime requirements. No COMSIS Mobility / intelitran requiring the subcontractors to include these clauses in any lower contracting for any part of the contract work which may require or tier subcontracts. COMSIS Mobility / intelitran shall be involve the employment of laborers or mechanics shall require or permit any such labors or mechanics in any workweek in which responsible for compliance by any subcontractor or lower tier the individual is employed on such work to work in excess for subcontractor with the provisions set forth in paragraphs (a) forty (40) hours in such workweek unless such laborer or through(e)ofthisclause. mechanic receives compensation at a rate not less than one and one-half(l-I/2) times the basic rate of pay for all hours worked in 6. Title VI Civil Rights Act of 1964 excess of forth (40) hours in such workweek. During the performance of this contract, COMSIS Mobility / (b) Violation; Liability for Unpaid Wages; Liquidated Damages. intelitrau, for itself, its assignees and successors in interest (hereinafter referred to as "COMSIS Mobility / intcliUan"), agrees (2) "Clean Air Standards" as used in this clause means: as follows: (i) Any enforceable rule, regulations, guidelines, standards, (a)Compliancc with Regulations. COMSIS Mobility / intelitran limitations, orders, controls, prohibitions, work practices, or other shall comply with the Regulations relative to nondiscrimination in requirements contained in, issued under, or otherwise adopted Fcdcraily-assistcd programs of the Dcparuncnt of Transportation under the Air Act or Executive Order 11738. (hereina~cr "DOT") Ti~c 49 Code of Federal Regulations, Part (ii) An applicable implementation plan as described in Section 21, as they may be amended from time to time (hcreinaRer l10(d)ofthcAirAct(42USC 7410(d)) referred to as the Regulations), which arc bercin incorporated by (iii) an approved implementation procedure or plan under Section reference and made a part of this contract. 110(c) or Section 11 l(d) of the Air Act (42 USC 741 l(c) or (d)); (b) Nondiscrimination. COMSIS Mobility / intelitran, with regard or to the work performed by it during the contract, shall not (iv) An approved implementation procedure under Section 112 (d) discriminate on the grounds of race, color, or national origin in of the Air Act (42 USC 7412 (d)). the selection and retention of subcontractors, including (3) "Clean water standards' as used in this clause, means any procuremerit of materials and leases of equipment. COMSIS enforceable limitation, control, condition, prohibition, standard, Mobility / intelitran shall not participate either direcfiy or or other requirement promulgated under the Water Act or indirectly in discrimination prohibited by Section 21.5 of the contained in a permit issued to a discharger by the Environmental Regulations, including employment practices when the contract Protection Agency or by a State under an approved program as covers a program set forth in Appendix B of the Regulations. authorized by Section 402 of the Water Act (33 USC 1342) or by (c)Solicitations for Subcontracts, Including Procuremerit of local govemment to ensure compliance with pre-treatment Materials and Equipment. In all solicitations either by regulations as required by Section 307 ofthe Water Act (33 USC competitive bidding or negotiation made by COMSIS Mobility / 1371). intelimm for work to be performed under a subcontract, including (4) "Compliance" as used in this clause, means compliance with: procuremerit of materials or leases of equipment, each potential (i) Clean air or water standard; or subcontractor or supplier shall be notified by COMSIS Mobility/ (ii) A schedule or plan ordered or approved by a court of intelitran of COMSIS Mobility / intelitran's obligations under this competent jurisdiction, the Environmental Protection Agency or contract and the Regulations relative to nondiscrimination on ~e an air or water pollution control agency under ~e requirements of grounds of race, disability, religion, color, sex, age, or national the Air Act or Water Act and related regulations. origin. (5) "Facility" as used in this clause, means any building plant, (d) Information and Reports. COMSIS Mobility / intelitran shall installation, structure, mine, vessel or offier floating craft, provide all information and reports required by the Regulations or location, or site of operations, owned, leased, or supervised, by a directire issued pursuant ~ereto and shall permit access to its Contractor or subcontractor used in the performance of a contract books, records, accounts, other sources of information and its or subcontract. When a location or site of operations includes facilities as may be determined by COUNTY, the Funding entity, more ~an one building, plant, installation or structure, ~e entire or the Federal Transit Administration (FTA)to be pertinent to location or site shall be deem a facility except when ~e ascertain compliance with such Regulations, orders, and Administrator, or a designce of ~e Environmental Protection instructions. Where any information is required and the Agency, determines that independent facilities are co-located in information is in the exclusive possession of another who fails to one geographical area. or refuses to furnish this information, COMSIS Mobility / (6) "Water Act" as used in this clause, means Clean Water Act (33 inteljtran shall so certify to COUNTY, the Funding entity or the USC 1251 et. seq. ). FTA, as appropriate, and shall set forth what efforts it has made to (b) COMSIS Mobility / intelitran agrees: obtain the information. (1) To comply with all the requirements of Section 114 of the (e) Sanctions for Noncompliance. In the event of COMSIS Clean Air Act (42 USC 7417) and Section 308 of the Clean Water Mobility / intelitran's noncompliance with the nondiscrimination Act (33 USC 1318) relating to inspection, monitoring, entry, provision of this contract, COUNTY shall impose such contract reports, and information, as well as other requirements specified sanctions as it or the Funding entity or FTA may determine to be in Section 114 and Section 308 of the Air Act and the Water Act, appropriate, including, but not limited to: and all regulations and guidelines issued to implement those acts (1) Withholding of payment to COMSIS Mobility / intelitran before the award of this contract: under the contract until COMSIS Mobility / intelitran complies; (2) Than no pertion of the work required by this contract will be and/or performed in a facility listed on the Environmental Protection (2) Cancellation, termination or suspension of the contract, in Agency list of Violating Facilities on the date when this contract whole or in part. was awarded unless and until the EPA eliminates the name of the (0 Incorporation of Provision. COMSIS Mobility / intelitran shall facility from the listing; include the provision of paragraphs (a) through(t) offfiis clause in (3) To use best effort to comply with Clean Air standards and every subcontract, including procuremcnts of materials and leases clean water standards at ~e facility in which the contract is being of equipment, unless exempt by the Regulations, or directires performed; and issued pursuant thereto., COMSIS Mobility / intelitran shall take (4) To insert the substance of this clause into any nonexempt such action with respect to any subcontract or procurement as subcontract, including this paragraph (b)(4). COUNTY, the Funding Entity or FTA may direct as a means of enforcing such provisions, including sanctions for 8. Energy Policy and Conservation Act noncompliance: provided, however, that, in the event COMSIS COMSIS Mobility / intelitran shall recognize mandatory Mobility / intelitran becomes involved in, or is threatened with standards and policies relating to energy efficiency contained in litigation with a subcontractor or supplier as a result of such the State Energy Conservation Plan issued in compliance with the direction, COMSIS Mobility / intelitran may request ~e Funding Energy Policy and Conservation Act (42 USC Section 6321 el. Entity to enter into such litigation to protect the interests of the seq.) Funding entity and, in addition, may request the Attorney General of the United States to enter into such litigation to protect the 9. Access Requirements for Individuals with interests of the United States. Disabilities 7. Clean Air and Water Acts COMSIS Mobility / intelitran shall comply with all applicable requirements of the Americans with Disabilities Act of 1990 (a) Definitions: (ADA), 42 USC 12101 eL seq. and 49 USC 322; Section 504 of (1) "Air Act" as used in this clause means the Clean Air Act (42 the Rehabilitation Act of 1973, as amended, 29 USC 794; Section USC 7401 et. seq.). 8 16 of the Federal Transit Act, as amended, 49 USC app 1612; and party contractors and any of their employees ar~ considered to be the regulations thereto. an employee of the Funding Entity with respect to the Funding Entity ftmetion. Failure to comply with the provisions of the Act 10. Audits and Inspection of Records or this clause will make this Contract subject to termination. (a) This clause is applicable if this contract was entered into by (e) The terms used in this clause have the following meaning: means of negotiation and shall become operative with respect to (1) "Operation of a system of records" means performance of any any modification to this contract whether this contract was of the activities associated with maintaining the system of records initially entered into by means of negotiation or by means of on behalf of the Funding Entity including the collection, use and formal advertising. dissemination of records. (b) COMSIS Mobility / intelitran shall maintain records, and (2) "Record" means any item, collection, or grouping of COUNTY, the U. S. DeparUnent of Transportation, the United information about an individual that is maintained by COMSIS States Department of Health and Human Services, and the Mobility/intelitran on behalf of the Funding Entity, including, Comptroller General of the United States or any of their duly but not limited to, his education, financial transactions, medical authorized representatives shall, until the expiration of three years history, and criminal or employment history and that contains his after final payment under this contract, have access to and the name, or the identifying number, symbol, or other identifying fight to examine any direefly pertinent books, documents, papers particular assigned to the individual, such as a finger or voice and records of COMSIS Mobility / intelitran, involving print or aphotograph. transactions related to the contract, for the purpose of making (3) "System of records" on individuals means a group of any audit, examination, excerpts and transcriptions. records under the control of COMSIS Mobility / intelitran on (c) COMSIS Mobility / intelitran further agrees to include in all behalf of the Funding Entity from which information is retrieved his subcontracts hereunder a provision to the effect that the by the name of the individual or by some identifying number, subcontractor agrees COUNTY, The United States Department of symbol or other identifying particular assigned to the individual. Transportation, the United States Department of Health and Human Services, and the Comptroller General of the United 12. Buy America Provision States or any of their duly authorized representatives shall, until This contract is subject to the Buy America provisions of the the expiration of three years after final payment under this Surface Transportation Assistance Act of 1982, as amended, and connet, have access to and the right to examine any directly the Federal Transit Administration's implementing regulations pertinent books, documents, papers, and records of such found at 49 CFR Part 661. The provisions of the Act and its subcontractor, involving transactions related to the subcontract, implementing regulations are hereby incorporated by reference for the purpose of making audit, examination, excerpts and into this contract. transcriptions. 11. Privacy Should COMSIS Mobility / intelitran or its subcontractors or employees administer any system of records on behalf of the Funding Entity or the Federal Government, the following terms and conditions are applicable: (a) COMSIS Mobility / intelitran agrees: (I)To comply with the Privacy Act of 1974, 5 USC Section 552a (the Act) and regulations thereunder, when performance under the contract involves the design, development, or operation of any system of records on individuals to be operated by COMSIS Mobility / intelitran, its subcontractors or employees to accomplish a Funding Entity function. (2) To notify COUNTY, when COMSIS Mobility / intelitran anticipates operating a system of records on behalf of the Funding Entity in order to accomplish the requirements of the Contract, if such system contains information about individuals, which information will be retrieved by the individual's name or other identifier assigned to the individual. A system of records subject to the Act may not be employed in the performance of this contract until the necessary approval and publication requirements applicable to the system have been carried out. COMSIS Mobility / intelitran agrees to correct, maintain, disseminate, and use such records in accordance with all applicable requirements of the Act; (3) To include the Privacy Act Notification contained in the Contract in every third party contract solicitation and in every third party contract when the performance of work under that proposed third party contract may involve the design, development, or operation of a system of records on individuals to be operated under the contract to accomplish a Funding Entity function; and (4) To include this clause, including this paragraph, in all third party contracts under which work for this Contract is performed or which is awarded pursuant to this Contract or which may involve the design, development, or operation of such a system of records on behalf of the Funding Entity. (b) For purposes of the Privacy Act, when the contract involves the operation of a system of records on individuals to accomplish a Funding Entity function, COMSIS Mobility / intelitran, third APR- ggg COLLIER COUTY SERVICES BUDGET (ESTIMATE) ( This is an estimate of costs for two 90 pedods, It is budgeting purposes only, and represents the maximum cost of management services will be charged at the actual cost (including overhead) plus 15% of the cost of total personnel expenses.) Local Staff # of Staff Hourel Rate 1st 90 Days 2nd 90 Days 90Days General Manager I 520 $ 24.04 $ 12,500 $ 12,500 Operations Manager 1 520 $ 15.38 $ 8,000 $ 8,000 Lead Reservation Agent 1 520 $ 10.58 $ 5,500 $ 5,500 Lead Customer Services Agent 1 520 $ 11.54 $ 6,000 $ 6,000 Reservationists 3 1560 $ 7.00 $ 10,920 $ 10,920 Customer Services Reps 2 1560 $ 7.50 $ 11,700 $ 11,700 Scheduler I 520 $ 12.02 $ 6,250 $ 6,250 Admin. Asst. 1 520 $ 11.54 $ 6,000 $ 6,000 Data Entry Billing I 520 $ 7.00 $ 3,540 $ 3,540 Total Local Staff $ 70,510 $ 70,510 Local Over head 69% $ 48,652 $ 48,652 Corporate Support Staff Regional V.P. I 320 $ 49.28 $ 15,770 $ 10,000 RegionaiManagers 2 340 $ 30.00 $ 10,200 $ 10,200 Software Support I 320 $ 22.00 $ 7,040 Total Support Staff $ 33,010 $ 20,200 Corporate Overhead 69% $ 22,777 $ 13,938 Total Personnel Plus Overhead $ 174,948 $ 153,300 Profit on Personnel 15% $ 26,242 $ 22,995 Travel And Subsistence (Corporate) $ 20,000 $ 20,000 Rent $ 12,000 $ 12,000 Utilities $ 1,500 $ 1,500 Telephone Services $ 3,000 $ 3,000 Answering Service $ 450 $ 450 Telephone Equipment And Maint. $ 10,000 $ 800 Cell and Beepere $ 600 $ 600 Copier Fax TDD $ 1,800 $ 1,800 Furniture Lease $ 3,000 $ 3,000 Postage and Delivery $ 600 $ 600 Materials and Supplies $ 5,000 $ 5,000 Advertising $ 2,000 $ 2,000 Local Travel $ 500 $ 500 Misc. $ 2,500 $ 2,500 Medfax $ 1,000 $ 1,000 Computer Hardware $ 6,000 $ 6,000 Computer Cabling and Install $ 10,000 $ 10,000 Misc. Software $ 1,500 $ 1,500 Total Other $ 81,450 $ 72,250 Total Cost of Project $ 282,540 $ 248,545 APR- 2 1999 EXHIBIT A COMMISSION FOR THE TRANSPORTATION DISADVANTAGED GRANT APPLICATION INFORMATION FORM CONCERNING THE TRIP/EQUIPMENT GRANT PROGRAM 1. DATE SUBMITrED: 4-2-99 2. LEGAL NAME OF APPLICANT: Collier County Board of County COmmissioners 3. ADDRESS: 3301 East Tamiami Trail 4. CITY AND STATE: Naples, Florida ZIP CODE: 34112 5. CONTACT PERSON FOR THIS GRANT: Gavin Jones 6. PHONE NUMBER: 941-403 -2400 FAX NUMBER: 941-643-6968 7. E-MAIL ADDRESS: gavinjones@colliergov.net 8. PROJECT LOCATION (County(ies):. Collier 9. PROPOSED START DATE: 07-01-99 ENDING DATE: 06-30-00 10a. ESTIMATED PROJECT FUNDING: 10b. PLANNING FUNDING ALLOCATION TRANSFERRED TO TRIP GRANT State $ 358,284 State $ Local $ 39,809 TOTAL $. 398,093 10c. VOLUNTARY DOLLARS REQUESTED State $ Local In-Kind TOTAL $ APR- 2 1999 11. I hereby certify that this document has been duly authorized by the governing body of the applicant, and the applicant intends to complete the project, and to comply with any attached assurances if the assistance is awarded. Pamela S. Mac'Kie, Chairwoman .,,'v'=!~ '~..- TYPED NAME OF AUTHORIZED REPRESENTATIVE AND TITLE ~.:'~!:,~ SIGNAT NTAT[VE Attest as to' $igaature Approv as to form & ' ' ~ounty' A~orne~ ........ 12. NOT REQUIRED IF ONLY TRIPS ARE PURCHASED I hereby certify that this grant has been reviewed and approved in its entirety by the County Coordinating Board. COORDINATING BOARD CHAIRPERSON'S SIGNATURE DATE APR- 2 1999 EXHIBIT B PROPOSED PROJECT AND FUNDING I. Project Description and Cost A. Non-sponsored trips $ 398,093 B. Capital equipment 1. $ 2. $ 3. $ C. Contingency $ Total Project Cost $ 398~093 II. Funding Participation A. Commission for the Transportation Disadvantaged State Funds (%) $ 358,284 B. Cash Local Match (%) $ . 38,809 C. Voluntary Dollar Contributions (%) $ D. Match for Voluntary Dollar $ (If in-kind, so state with monetary value) E. Total Project Cost $ 398,093 III. Estimated cash-flow of FY 99/00 STATE grant funds only ($ x !000) Only complete this section if desired cash flow is different than one twelfth of state funds per month. Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun FY99/00 26 26 28 30 31 31 32 34 32 31 29 28 APR- 2 1999 EXHIBIT C RESOLUTION NO. 99- A RESOLUTION OF THE COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS (APPLICANT), HEREINAFTER BOARD, AUTHORIZING THE FILING OF A TRANSPORTATION DISADVANTAGED TRUST FUND GRANT APPLICATION WITH THE FLORIDA COMMISSION FOR THE TRANSPORTATION DISADVANTAGED. Whereas, this BOARD has the authority to file a Transportation Disadvantaged Trust Fund Grant Application and to undertake a transportation disadvantaged service project as authorized by Section 427.0159, Florida Statutes, and Rule 41-2, Florida Administrative Code; NOW, THEREFORE, BE IT RESOLVED by the Collier County Board of County Commissioners that: 1. The BOARD has the authority to file this grant application. 2. The BOARD authorizes Pamela S. Mac'Kie, Chairwoman to file and execute the application on behalf of the Collier County Board of County Commissioners with the Florida Commission for the Transportation Disadvantaged. 3. The BOARD'S Registered Agent in Florida is David Weigel, County_ Attorney The Registered Agents address is 3301 East Tamiami Trail, Naples, Florida, 34112 4. The BOARD authorizes Pamela S. Mac'Kie, Chairwoman to sign any and all agreements or contracts which are required in connection with the application. 5. The BOARD authorizes Gavin Jones to sign any and all assurances, reimbursement invoices, warranties, certifications and any other documents which may be required in connection with the application or subsequent agreements. DULY PASSED AND ADOPTED THIS 2nd DAY OF April ,1999 LEGAL SUFFICIENCY: David C. Weigel, C~ty EXHIBIT D APR - 2 1999 STANDARD ASSURANCES The recipient hereby assures and certifies that: (1) The recipient will comply with the federal, state, and local statutes, regulations, executive orders, and administrative requirements which relate to discrimination on the basis of race, color, creed, religion, sex, age, and handicap with respect to employment, service provision, and procurement. (2) Public and private for-profit, transit and paratransit operators have been or will be afforded a fair and timely opportunity by the local recipient to participate to the maximum extent feasible in the planning and provision of the proposed transportation planning services. (3) The recipient has the requisite fiscal, managerial, and legal capacity to carry out the Transportation Disadvantaged Program and to receive and disburse State funds. (4) The recipient intends to accomplish all tasks as identified in this grant application. (5) Transportation Disadvantaged Trust Funds will not be used to supplant or replace existing federal, state, or local government funds. (6) Capital equipment purchased through this grant meets or exceeds the criteria set forth in the Florida Department of Transportation' s equipment specifications, "Guidelines for Acquiring Vehicles" dated October 1993 (or as updated), "Part, Bid Documents", dated July 1995 (or as updated), and "Part 2, Specification Guidelines for Specialized Vehicles", dated July 1993 (or as updated), or criteria set forth by any other federal, state, or local government agency. (7) Capital equipment or consultant services purchased through this grant comply with the competitive procurement requirements of Chapter 287 and Chapter 427, Florida Statutes. (8) If capital equipment is purchased through this grant, the demand responsive service offered to individuals with disabilities, including individuals who use wheelchairs, is equivalent to the level and quality of service offered to individuals without disabilities. Such service, when viewed in its entirely, is provided in the most integrated setting feasible and is equivalent with respect to: (a) response time, (b) fares, (c) geographic service area, (d) hours and days of service, (e) restrictions on trip purpose, (f) availability of information and reservation capability, and (g) contracts on capacity or service availability. APR - 2 1999 In accordance with 49 CFR Part 37, public entities operating demand responsive systems for the general public which receive financial assistance under Sections 5310 or 5311 of the Federal Transit Administration (FTA) have filed a certification with the appropriate state program office before procuring any inaccessible vehicle. Such public entities not receiving FTA funds have also filed a certification with the appropriate program office. Such public entities receiving FTA funds under any other section of the FTA have filed a certification with the appropriate FTA regional This certification is valid for no longer than the for Date: Signature: Name: Pamela S. Mac'Kie Title: Chairwoman, Collier County Board of County Cofrimissioners SAMAS Approp: 088846 Fund: TDTF FM_/Job No(s).: 20724618401 SAMAS Obj.: 790056 Function: 035 Org Code: 55 12 00 00 952 Contract No.: AH039 Vendor No.: 596000558107 FLORIDA COMMISSION FOR THE TRANSPORTATION DISADVANTAGED TRIP & EQUIPMENT GRANT AGREEMENT THIS AGREEMENT, made and entered into this __ day of. 19 , by and between the STATE OF FLORIDA COMMISSION FOR THE TRANSPORTATION DISADVANTAGED, created pursuant to Chapter 427, Florida Statutes, hereinaf~er called the Commission and Collier Courlty Board of Co~tnty Commissioners, 3301 Tamiami Trail East, Naples. Florida 34112 hereinafter called the Grantee. WITNESSETH: WHEREAS, the Grantee has the authority to enter into this Agreement and to undertake the Project hereinafter described, and the Commission has been granted the authority to use Transportation Disadvantaged Trust Fund moneys to subsidize a portion of a transportation disadvantaged person's transportation costs which is not sponsored by an agency, and/or capital equipment purchased for the provision &non-sponsored transportation services and other responsibilities identified in Chapter 427, Florida Statutes or rules thereof; NOW, THEREFORE, in consideration of the mutual covenants, promises and representations herein, the parties agree as follows: 1.00 Purpose of Agreement: The purpose of this Agreement is to: Provide non-sponsored transportation trips and/or capital equipment to the non-sponsored transportation disadvantaged in accordance with the Transportation Disadvantaged Trust Fund in Chapter 427, Florida Statutes, Rule 41-2, Florida Administrative Code, Commission policies, the Application and Policy Manual for the Trip & Equipment Grant for non-sponsored trips and/or capital equipment as revised on April 20, 1998; and as further described in Exhibit(s)./L.B_._C. attached hereto and by this reference made a part hereof, hereinafier called the Project; and, to provide Commission non-sponsored financial assistance to the Grantee and state the terms and conditions upon which such non-sponsored financial assistance will bd provided and the understandings as to the manner in which the Project will be undertaken and completed. Form Rev. 7/1/98 Page I of 17 Pages 2.00 Accomplishment of the Project: 2.10 General Requirements: The Grantee shall commence, and complete the Project as described in Exhibit "A" with all practical dispatch, in a sound, economical, and efficient manner, and in accordance with the provisions herein, and all applicable laws. 2.20 Pursuant to Federal, State, and Local Law: In the event that any election, referendum, approval, permit, notice, or other proceeding or authorization is requisite under applicable law to enable the Grantee to enter into this Agreement or to undertake the Project hereunder, or to observe, assume or carry out any of the provisions of the Agreement, the Grantee will initiate and consummate, as provided by law, all actions necessary with respect to any such matters so requisite. 2.30 Funds of the Grantee: The Grantee shall initiate and prosecute to completion all proceedings necessary to enable the Grantee to provide the necessary funds for completion of the Project. 2.40 Submission of Proceedings, Contracts and Other Documents and Products: The Grantee shall submit to the Commission such data, reports, records, contracts, certifications and other financial or operational documents or products relating to the Project as the Commission may require under this agreement including those listed in Exhibit "C". Failure by the Grantee to provide such documents, or provide other documents or products required by previous agreements between the Commission and the Grantee, may, at the Commission's discretion, result in refusal to reimburse project funds. 2.50 Incorporation by Reference: The Grantee and Commission agree that by entering into this Agreement, the parties explicitly incorporate by reference into this Agreement the law and provisions of Chapter 427, Florida Statutes, Rule 41-2, Florida Administrative Code, and the Application and Policy Manual for the Trip & Equipment Grant, as revised on April 20, 1998. 3.00 Total Project Cost: The total estimated cost of the Project is $93;060,00 . This amount is based upon the estimate summarized in Exhibit "B" and by this reference made a part hereof. The Grantee agrees to bear all expenses in excess of the total estimated cost of the Project and any deficits involved, including any deficits revealed by an audit performed in accordance with Article 11.00 hereof after completion of the project. 4.00 Commission Participation: The Commission agrees to maximum participation, including contingencies, in the Project in the mount of $103.400.00 as detailed in Exhibit "B", or in an amount equal to the percentage(s) of total actual project cost shown in Exhibit "B", whichever is less. 4.10 Eligible Costs: Trip and Equipment Grant Funds, derived exclusively from the Transportation Disadvantaged Trust Fund, may only be used by the Commission and the Grantee to subsidize a portion of a transportation disadvantaged person's transportation costs which is not sponsored by any other agency, and then only ifa match, as specified in the Application and Policy Manual for the Trip and Equipment Grant, is provided by the Grantee. 4.2{l Eligible Project Expenditures: Project costs eligible for State participation will be allowed only from the date of this Agreement. It is understood that State participation in eligible project costs is subject to: a) The understanding that disbursement of funds will be made in accordance with the Commission's cash forecast; Form Rev. 7/1/98 Page 2 of 17 Pages b) Availability of funds as stated in Article 17.00 of this Agreement; c) Commission approval of the project scope and budget (Exhibits A & B) at the time appropriation authority becomes available. d) Submission of all certifications, invoices, detailed supporting documentation, or other obligating documents and all other terms of this agreement; 4.30 Front End Funding: Front end funding is not applicable. 5.00 Retainage: Retainage is not applicable. 6.00 Project Budget and Disbursement Schedule: 6.10 The Project Budget: The Grantee shall maintain the Commission approved Project Budget, as set forth in Exhibit "B", carry out the Project, and shall incur obligations against and make disbursements of Project funds only in conformity with the latest approved budget for the Project. The budget may be revised periodically, but no budget revision shall be effective unless it complies with fund participation requirements established in Article 4.00 of this Agreement and is approved in writing by the Commission. Any budget revision which changes the fund participation requirements established in Article 4.00 of this agreement shall not be effective unless approved in writing by the Commission and the Florida Department of Transportation Comptroller. 6.20 Schedule of Disbursements: The Grantee shall abide by the Commission approved disbursements schedule, contained in Exhibit "B". This schedule shall show estimated disbursement of Commission funds for the entire term of the Project by month or quarter of the fiscal year in accordance with Commission fiscal policy. The schedule may be divided by Project phase where such division is determined to be appropriate by the Commission. Any significant deviation from the approved schedule in Exhibit "B" requires advance submission of a supplemental schedule by the agency and advance approval by the Commission. Reimbursement for the Commission's share of the project shall not be made for an amount greater than the cumulative total up to any given month as indicated in the disbursement schedule in Exhibit "B". 7.00 Accounting Records, Audits and Insurance: 7.10 Establishment and Maintenance of Accounting Records: The Grantee shall establish for the Project, in conformity with the latest current uniform requirements established by the Commission to facilitate the administration of the non-sponsored financing program, either separate accounts to be maintained within its existing accounting system, or establish independent accounts. Such non-sponsored financing accounts are referred to herein collectively as the "Project Account". The Project Account, and detailed documentation supporting the Project Account, must be made available upon request, without cost, to the Commission any time during the period of the Agreement and for five years after final payment is made or if any audit has been initiated and audit findings have not been resolved at the end of five years, the records shall be retained until resolution of the audit findings. 7.20 Funds Received Or Made Available for The Project: The Grantee shall appropriately record in the Project Ac, r, ou~t, and deposit in a bank or trust company which is a member of the Federal Deposit Insurance Corporal/on, all non-sponsored transportation payments received by it from the Commission pursuant to this Form Rev. 7/1/98 Page 3 of 17 Pages Agreement and all other funds provided for, accruing to, or otherwise received on account of the Project, which Commission payments and other funds are herein collectively referred to as "Project Funds". The Grantee shall require depositories of Project Funds to secure continuously and fully all Project Funds in excess of the amounts insured under Federal plans, or under State plans which have been approved for the deposit of Project funds by the Commission, by the deposit or setting aside of collateral of the types and in the manner as prescribed by State law for the security of public funds, or as approved by the Commission. 7.30 Costs Incurred for the Project: The Grantee shall charge to the Project Account only eligible costs of the Project. Costs in excess of the latest approved budget, costs which are not within the statutory criteria for the Transportation Disadvantaged Trust Fund, or attributable to actions which have not met the other requirements of this Agreement, shall not be considered eligible costs. 7.40 Documentation of Project Costs: All costs charged to the Project, including any approved services contributed by the Grantee or others, shall be supported by properly executed payrolls, time records, invoices, contracts, driver's manifests, vouchers, vehicle titles, and detailed supporting documentation evidencing in proper detail the nature and propriety of the charges. Records must be kept to show how the value placed on third party transactions was derived. ' 7.50 Checks, Orders, and Vouchers: Any check or order drawn by the Grantee with respect to any item which is or will be chargeable against the Project Account will be drawn only in accordance with a properly signed voucher then on file in the office of the Grantee stating in proper detail the purpose for which such check or order is drawn. ,'MI checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whcle or in part to the Project shall be clearly identified, readily accessible, within the Grantee's existing accounting system, and, to the extent feasible, kept separate and apart from all other such documents. 7.60 Audit Reports: The Grantee shall provide for each of its fiscal years for which the Project Account remains open, an audit report prepared either by its official auditor or audit agency or an independent certified public accountant, reflecting the use of the non-sponsored transportation funds of the Commission, the Grantee, and those from any other source with respect to the Project. Audits shall be performed in accordance with Generally Accepted Auditing Standards and the Government Auditing Standards for financial and performance audits contained in the Standards for Audit of Governmental Organizations, Programs, Activities and Functions, issued by the U.S. General Accounting Office, and OMB Circulars A-128 or A-133 if applicable. The Grantee shall require auditors to include a schedule of assistance that will reflect the agreement Contract Number, WPI Number and/or Job Number and the amount of State funding action (receipt and disbursement of funds) and any Federal or local funding action and funding action from any other source with respect to the project. The Grantee shall also require auditors to determine compliance with Article 12.00 and Paragraph 8.26, and Exhibit "A", "Special Considerations by Grantee". 7.70 Insurance: The Grantee shall carry insurance on Project vehicles and equipment, and guarantee liability for minimum coverage as follows: 7.71 Liability: Liability coverage in an amount of $100,000 for any one (1) person, $200,000 per occurrence at all times in which Project vehicles or equipment are engaged in approved project activit/es. The Grantee shall insure that contracting Transportation Operators also maintain the same minimum liability insurance, or an equal governmental insurance program. Form Rev. 7/1/98 Page 4 of 17 Pages 7.72 Collision: Collision, fire, theR, and comprehensive coverage in any mount required to pay for any damages to the Project vehicle(s) and equipment including restoring to its then market value or replacement. 7.73 Property Insurance: The Grantee shall carry fire, theft, and comprehensive coverage property insurance, with replacement cost value, on equipment, other than vehicles, purchased with Transportation Disadvantaged Trust Funds. 7.74 Other Insurance: The above required insurance will be primary to any other insurance coverage that may be applicable. 8.00 Requisitions and Payments: 8.10 Preliminary Action by the Grantee: In order to obtain any Transportation Disadvantaged Trust Funds, the Grantee shall: 8.11 File with the Commission for the Transportation Disadvantaged, 605 Suwannee Street, Mail Station 49, Tallahassee, Florida, 32399-0450, its requisition on form or forms prescribed by the Commission, and such other detailed supporting documentation pertaining to the Project Account and the Project (as listed in Exhibit "C" hereof) as the Commission may require, to justify and support the payment requisitions, invoices, and vouchers, including, at a minimum: (1) the date the Grantee incurred project costs and equipment, vehicles or other property or services associated with the Project; (2) a statement by the Grantee certifying that the Grantee has acquired the property or services; (3) the actual consideration paid for the property; and (4) an attestation, on the form or forms prescribed by the Commission, from the head of the Grantee, under the penalties of perjury, that the Grantee has complied with the provisions of the Grant Agreement. The designated signatory of the Grantee must sign the following attestation which appears on all Commission form invoices and requisitions: I certify, under penalty of perjury, that the aforesaid listing is true and correct, and the Agency has complied with the provisions of the Agreement. 8.12 Comply with all applicable provisions of this Agreement. 8.20 The Commission's Obligations: Subject to other provisions hereof, the Commission will honor such requisitions in amounts and at times deemed by the Commission to be proper and in accordance with this Agreement to ensure the completion of the Project and payment of the eligible costs. However, notwithstanding any other provision of this Agreement, the Commission may give written notice to the Grantee that it will refuse to make a payment to the Grantee on the Project Account if: 8,.:ll Misrepresentation: The Grantee has made misrepresentations of a material nature in its application, or any supplement thereto or amendment thereof, with respect to any document or record of data or certification furnished therewith or pursuant hereto; Form Rev. 7/1/98 Page 5 of 17 Pages 8.22 Litigation: There is pending litigation with respect to the performance by the Grantee of any of its duties or obligations which may jeopardize or adversely affect the Project, the Agreement, or payments to the Project; 8.23 Required Submittals/Certifications: The Grantee has failed or refused to provide to the Commission detailed documentation of requisitions or certifications of actions taken; 8.24 Conflict of Interests: There has been any violation of the conflict of interest provisions, prohibited interests, or lobbying restrictions, contained herein; 8.25 Default: The Grantee has been determined by the Commission to be in default under any of the provisions of this or any other Agreement which the Grantee has with the Commission; or 8.26 Supplanting of Funds: The Grantee has used Transportation Disadvantaged Trust Funds to replace or supplant available and appropriate funds for the same purposes, in violation of Chapter 427, Florida Statutes. 8.30 Disallowed Costs: In determining the mount of the Grantee's payment, the Commission will exclude all costs incurred by the Grantee prior to the effective date of this Agreement, costs which are not provided for in the latest approved budget for the Project, costs which are not within the statutory criteria for the Transportation Disadvantaged Trust Fund, and costs attributable to goods, equipment, vehicles or services received under a contract or other arrangements which have not been approved in writing by the Commission or certified by the Grantee, pursuant to Exhibit "C". 8.40 Invoices for Goods or Services: Invoices for goods or services or expenses provided or incurred pursuant to this Agreement shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. Failure to submit to the Commission detailed supporting documentation with the invoice or request for project funds will be cause for the Commission to refuse to pay the amount claimed by the Grantee until the Commission is satisfied that the criteria set out in Chapter 427, Florida Statutes, Rule 41-2, Florida Administrative Code, and the Application and Policy Manual for the Trip & Equipment Grant is met. 8.50 Commission Claims: It~ after project completion, any claim is made by the Commission resulting from an audit or for work or services performed pursuant to this agreement, the Commission may offset such amount from payments due for work or services done under any grant agreement which it has with the Grantee owing such amount if, upon demand, payment of the amount is not made within (60) days to the Commission. Offsetting any amount pursuant to this section shall not be considered a breach of contract by the Commission. 9.00 Termination or Suspension of Project: 9.10 Termination or Suspension Generally: If the Grantee abandons or, before completion, finally discontinues the Project; or if, by reason of any of the events or conditions set forth in Section 8.20, or for any other reason, the commencement, prosecution, or timely completion of the Project by the Grantee is rendered improbable, infeasible, impossible, or illegal, the Commission may, by written notice to the Grantee, suspend any or all of its obligations under this Agreement until such time as the event or condition resulting Form Rev. 7/1/98 Page 6 of 17 Pages in such suspension has ceased or been corrected, or the Commission may terminate any or all of its obligations under this Agreement. 9.20 Action Subsequent to Notice of Termination or Suspension. Upon receipt of any final termination or suspension notice under this Paragraph, the Grantee shall proceed promptly to carry out the actions required therein which may include any or all of the following: (1) necessary action to terminate or suspend, as the case may be, Project activities and contracts and such other action as may be required or desirable to keep to the minimum the costs upon the basis of which the financing is to be computed; (2) furnish a statement of the project activities and contracts, and other undertakings the cost of which are otherwise includable as Project costs; and (3) remit to the Commission such portion of the financing and any advance payment previously received as is determined by the Commission to be due under the provisions of the Agreement. The termination or suspension shall be carried out in conformity with the latest schedule, plan, and budget as approved by the Commission or upon the basis of terms and conditions imposed by the Commission upon the failure of the Grantee to furnish the schedule, plan, and budget within a reasonable time. The acceptance of a remittance by the Grantee shall not constitute a waiver of any claim which the Commission may otherwise have arising out of this Agreement. 9.30 Public Access to Records: The Commission reserves the right to unilaterally cancel this agreement for refusal by the Grantee or its contractors to allow public access to all documents, papers, letters, records or other materials subject to the provisions of Chapter 119, Florida Statutes, and made or received in conjunction with this agreement. 10.00 Remission of Project Account Upon Completion of Project: Upon completion and after financial audit of the Project, and after payment, provision for payment, or reimbursement of all Project costs payable from the Project Account is made, the Grantee shall remit to the Commission its share of any unexpended balance in the Project Account. 11.00 Audit and Inspection: The Grantee shall permit, and shall require its contractors to permit, the Commission's authorized representatives to inspect all work, materials, payrolls, records; and to audit the books, records and accounts pertaining to the financing and development of the Project at all reasonable times including upon completion of the Project, and without notice. 12.00 Contracts of the Grantee: 12.10 Third Party Agreements: The Grantee shall not execute any contract or obligate itself in any manner requiring the disbursement of Transportation Disadvantaged Trust Fund moneys, including transportation operator and consultant contracts or amendments thereto, with any third party with respect to the Project without being able to provide a written certification by the Grantee that the contract or obligation was executed in accordance with the competitive procurement requirements Of Chapter 287, Florida Statutes, Chapter 427, Florida Statutes, and the rules promulgated by the Department of Management Services. Failure to provide such certification, upon the Commission's request, shall be sufficient cause for nonpayment by the Commission as provided in Paragraph 8.23. The Grantee agrees, that by entering into this Agreement, it explicitly certifies that all of its third party contacts will be executed in compliance with this section. Form Rev. 7/I/98 Page 7 of 17 Pages 12.20 Compliance with Consultants' Competitive Negotiation Act: It is understood and agreed by the parties hereto that participation by the Commission in a project with a Grantee, where the project involves a consultant contract for any service, is contingent on the Grantee complying in full with provisions of Section 287.055, Florida Statutes, Consultants Competitive Negotiation Act. The Grantee shall certify compliance with this law to the Commission for each consultant contract it enters. 12.30 Competitive Procurement: Procurement of all services, vehicles, equipment or other commodities shall comply with the provisions of Section 287.057, Florida Statutes. Upon the Commission's request, the Grantee shall certify compliance with this law. 13.00 Restrictions, Prohibitions, Controls, and Labor Provisions: 13.10 Equal Employment Opportunity: In connection with the carrying out of this Agreement, the Grantee shall not discriminate against any employee or applicant for employment because of race, age, disability, creed, color, sex or national origin. The Grantee will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, disability, creed, color, sex, or national origin. Such action shall include, but not be limited to, the following: Employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Grantee shall insert the foregoing provision modified only to show the particular contractual relationship in all its contracts in connection with the development of operation of the Project, except contracts for the standard commercial supplies or raw materials, and shall require all such contractors to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. The Grantee shall post, in conspicuous places available to employees and applicants for employment for Project work, notices setting forth the provisions of the nondiscrimination clause. 13.20 Title VI - Civil Rights Act of 1964: The Grantee must comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964 (78 Statute 252), the Regulations of the Federal Department of Transportation, the Regulations of the Federal Department of Justice and the assurance by the Grantee pursuant thereto. 13.30 Prohibited Interests: 13.31 Contracts or Purchases: Unless authorized in writing by the Commission, no officer of the Grantee, or employee acting in his or her official capacity as a purchasing agent, shall either directly or indirectly purchase, rent, or lease any realty, goods, or services for the Grantee from any business entity of which the officer or employee or the officer's or employee's business associate or spouse or child is an officer, partner, director, or proprietor or in which such officer or employee or the officer's or employee's spouse or child, or any combination of them, has a material interest. 13.32 Business Conflicts: Unless authorized in writing by the Commission, it is unlawful for an officer or employee of the Grantee, or for any company, corporation, or firm in which an officer or employee of the Grantee has a financial interest, to bid on, enter into, or be personally interested in the purchase or the furnishing of any materials, services or supplies to be used in_the work of this agreement or in the performance of any other work for which the Grantee is responsible. Form Rev. 7/1/98 Page 8 of 17 Pages 13.33 Solicitations: No officer or employee of the Grantee shall directly or indirectly solicit or accept funds from any person who has, maintains, or seeks business relations with the Grantee. 13.34 Former Employees - Contractual Services: Unless authorized in writing by the Commission, no employee of the Grantee shall, within 1 year after retirement or termination, have or hold any employment or contractual relationship with any business entity in connection with any contract for contractual services which was within his or her responsibility while an employee. 13.35 Former Employees - Consulting Services: The sum of money paid to a former employee of the Grantee during the first year after the cessation of his or her responsibilities, by the Grantee, for contractual services provided to the Grantee, shall not exceed the annual salary received on the date of cessation of his or her responsibilities. The provisions of this section may be waived by the Grantee for a particular contract if the Grantee determines, and the Commission approves, that such waiver will result in significant time or cost savings for the Grantee and the project. The Grantee shall insert in all contracts entered into in connection with this Agreement and shall require its contractors to insert in each of their subcontracts, the following provision: "No member, officer, or employee of the Grantee during his tenure or for one year thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof." The provisions of this section shall not be applicable to any agreement between the Grantee and its fiscal depositories, or to any agreement for utility services the rates for which are fixed or controlled by a Govemmental agency. 13.40 Non-discrimination of Persons With Disabilities: The Grantee and any of its contractors or their sub-contractors shall not discriminate against anyone on the basis of a handicap or disability (physical, mental or emotional impairment). The Grantee agrees that no funds shall be used to rent, lease or barter any real property that is not accessible to persons with disabilities nor shall any meeting be held in any facility unless the facility is accessible to persons with disabilities. The Grantee shall also assure compliance with The Americans with Disabilities Act of 1990, as it may be amended from time to time. 13.50 Lobbying Prohibition: No Grantee may use any funds received pursuant to this Agreement for the purpose of lobbying the Legislature, the judicial branch, or a state agency. No Grantee may employ any person or organization with funds received pursuant to this Agreement for the purpose of lobbying the Legislature, the judicial branch, or a state agency. The "purpose of lobbying" includes, but is not limited to, salaries, travel expenses and per diem, the cost for publication and distribution of each publication used in lobbying; other printing; media; advertising, including production costs; postage; entertainment; and telephone and telegraph; and association dues. 13.60 Public Entity Crimes: No Grantee shall accept any bid from, award any contract to, or transact any business with any person or affiliate on the convicted vendor list for a period of 36 months from the date that person or affiliate was placed on the convicted vendor list unless that person or affiliate has been removed from the list pursuant to section 287.133, Florida Statutes. The Grantee may not allow such a person or affiliate to perform work as a contractor, supplier, subcontractor, or consultant under a contract with the Grantee. If the Grantee was transacting business with a person at the time of the commission of a public entity Form Rev. 7/1/98 Page 9 of 17 Pages crime which resulted in that person being placed on the convicted vendor list, the Grantee may also not accept any bid from, award any contract to, or transact any business with any other person who is under the same, or substantially the same, control as the person whose name appears on the convicted vendor list so long as that person's name appears on the convicted vendor list. 14.00 Miscellaneous Provisions: 14.10 Environmental Pollution: All Proposals, Plans, and Specifications for the acquisition, reconstruction, or improvement of vehicles or equipment, shall show that such vehicles or equipment are equipped to prevent and control environmental pollution. 14.20 Commission Not Obligated to Third Parties: The Commission shall not be obligated or liable hereunder to any party other than the Grantee. 14.30 When Rights and Remedies Not Waived: In no event shall the making by the Commission of any payment to the Grantee constitute or be construed as a waiver by the Commission of any breach of covenant or any default which may then exist, on the part of the Grantee, and the making of such payment by the Commission while any such breach or default shall exist shall in no way impair or prejudice any fight or remedy available to the Commission for such breach or default. 14.40 How Contract Affected by Provisions Being Held Invalid: If any provision of this Agreement is held invalid, the provision shall be severable mad the remainder of this Agreement shall not be affected. In such an instance the remainder would then continue to conform to the terms and requirements of applicable law. 14.50 Bonus and Commissions: By execution of the Agreement the Grantee represents that it has not paid and, also, agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder. 14.60 State or Territorial Law: Nothing in the Agreement shall require the Grantee to observe or enforce compliance with any provision thereof, perform any other act or do any other thing in contravention of any applicable State or federal law: Provided, that if any of the provisions of the Agreement violate any applicable State or federal law, the Grantee will at once notify the Commission in writing in order that appropriate changes and modifications may be made by the Commission and the Grantee to the end that the Grantee may proceed as soon as possible with the Project. 14.70 Purchased Vehicles or Equipment: 14.71 Maintenance of Purchased Vehicles or Equipment: The Grantee agrees to maintain the vehicles and equipment purchased or financed in whole or in part pursuant to this Agreement in good working order for the useful life of the vehicles and equipment. The Grantee agrees not to make alterations or modifications to the equipment or vehicles without the consent of the Commission. Any lease or assignment of operational responsibility of project vehicles and equipment is not allowed unless approved in writing by the Commission. 14.72 Utilization: The Grantee agrees to assure that all Project equipment and vehicles, whether leased or purchased, are used to meet the identified transportation needs of the non-sponsored and in Form Rev. 7/1/98 Page 10 of 17 Pages support of the servic~ plan established under the provisions of Rule 41-2, Florida Administrative Code, to serve the transportation needs of the transportation disadvantaged of the area. Leased and purchased Project equipment and vehicles shall be operated to their maximum possible efficiency. Purchased vehicles and equipment will be used for the period of their useful lives in accordance with the most current Commission policies. The Commission may, after consultation with the Grantee, relocate purchased equipment and vehicles that it deems to be underutilized or that is not being operated for its intended purpose. This underutilized equipment and vehicles will be returned to the Commission at a specified location at a mutually agreeable time. Reimbursement of any equity or interest of the Grantee will be made after another party has assumed the obligations under the terms and conditions of this Agreement or disposal of said items by sale has occurred. The Commission shall make the sole determination of the Grantee's interest and reimbursement. As determined by the Commission, failure to satisfactorily utilize vehicles and equipment which are leased with Project funds shall be sufficient cause for non-payment by the Commission as provided in Paragraph 8.25. 14.73 Disposal of Purchased Project Equipment: The Grantee must request written approval from the Commission prior to disposing of any equipment purchased or financed in whole or in part pursuant to this Agreement, including vehicles, during its useful life, for any purpose. Proceeds from the sale of purchased project equipment and vehicles shall be documented in the project file(s) by the Grantee. With the approval of the Commission, these proceeds may be re-invested for any purpose which expands transportation disadvantaged services for the non-sponsored. If the Grantee does not elect to re-invest for purposes which expand transportation disadvantaged services, the gross proceeds from sale shall be refunded to the Commission in the same participation percentage ratios as were used to fund the original purchase. 14.74 Property of the Agreement: The purchase of all vehicles and equipment financed in whole or in part pursuant to this Agreement shall be undertaken by the Grantee on behalf of the Florida Commission for the Transportation Disadvantaged in accordance with State regulations and statutes. Title to any vehicle purchased with Project funds shall be in the name of the Grantee, subject to lien in favor of the Commission. The Commission will relinquish all interest in the vehicles and equipment when it has reached the end of its useful life and the vehicles or equipment are taken out of service. At this time the Commission will satisfy its lien of record provided that the proceeds from disposal are put back into providing expanded transportation disadvantaged services for the non-sponsored. 15.00 Plans and Specifications: In the event that this agreement involves the purchasing of capital equipment or major components thereof, upon the Commission's request the Grantee shall submit to the Commission, certification that all such equipment meets or exceeds the requirements as identified in Exhibit "A". Failure to abide by this requirement shall be sufficient cause for nonpayment by the Commission as provided in Paragraph 8.23. 16.00 Contractual Indemnity: To the extent permitted by law, the Grantee shall indemnify, defend, save, and hold harmless the Commission and all their officers, agents or employees from ah suits, actions, claims, demands, and liability of any nature whatsoever arising out of, because of, or due to breach of the agreement by the Grantee or its subcontractors, agents or employees or due to any negligent act, or occurrence of omission or commission of the Grantee, its subcontractors, agents or employees, Neither the Grantee nor any of its agents will be liable under this artic.2~ for damages arising out of injury or damage to persons or property directly caused or resulting from the sole neg/igen~e of the Commission or any of their officers, agents or employees. The parties agree that this clause shall not waive the benefits or provisions of Section 768.28, Florida Statutes or any similar provision Form Rev. 7/1/98 Page 11 of 17 Pages of law. Notwithstanding the foregoing, pursuant to Section 768.28, Florida Statutes, no agency or subdivision of the state shall be required to indemnify, insure, or assume any liability for the Commission's negligence. 17.00 Appropriation of Funds: 17.10 The State of Florida's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the Legislature. 17.20 Multi-Year Commitment: Whereas the Commission is created in the Florida Department of Transportation (Department) and assigned to the Secretary of the Florida Department of Transportation for administrative and fiscal accountability purposes; in the event this agreement is in excess of $25,000 and has a term for a period of more than one year, the provisions of Section 339.135(7)(a) and Section 287.058, Florida Statutes, are hereby incorporated: The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection shall be null and void, and no money may be paid on such contract. The Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding one year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years; and this paragraph shall be incorporated verbatim in all contracts of the Department which are for an mount in excess of twenty-five thousand dollars and having a term for a period of more than one year." In the event that this Agreement is for more than one year, this Agreement may be renewed on a yearly basis for a period of up to 2 years after the initial Agreement or for a period no longer than the term of the original Agreement, whichever period is longer, on the condition that renewals shall be contingent upon satisfactory performance evaluations by the Grantee and is subject to the availability of funds. The Commission's performance and obligation to pay under any multi-year Agreement is explicitly contingent upon an annual appropriation by the Legislature. 18.00 Expiration of Agreement: The Grantee agrees to complete the Project on or before June 30, 1999 . If the Grantee does not complete the Project within this time period, this agreement will expire unless an extension of the time period is granted to the Grantee in writing by the Chairperson of the Commission for the Transportation Disadvantaged or designee. Expiration of this agreement will be considered termination of the Project and the procedure established in Article 9.00 of this agreement shall be initiated. For the purpose of this Article, completion of project is defined as the latest date by which services may have been provided or equipment funds may have been expended or obligated under a purchase order, as provided in the project deicription (Exhibit "A"). Unless othenvise extended by the Commission, all reimbursement invoices must be received by the Commission no later than 90 days after the expiration date of this agreement. 19.00 Agreement Format: All words used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders. Form Rev. 7/I/98 Page 12 of 17 Pages 20.00 Execution of Agreement: This agreement may be simultaneously executed in a minimum of two counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one in the same instrument. 21.00 Vendors Rights: Vendors (in this document identified as Grantee) providing goods and services to the Commission will receive payments in accordance with section 215.422, Florida Statutes. Upon receipt, the Commission has five (5) working days to inspect and approve the goods and services unless the bid specifications, purchase order or contract specifies otherwise. The Florida Department of Transportation has 20 days to deliver a request for payment (voucher) to the Department of Banking and Finance. The 20 days are measured from the latter of the date the invoice is received or the goods or services are received, inspected, and approved. If a payment is not available within 40 days aRer receipt of the invoice and receipt, inspection and approval of goods and services, a separate interest penalty per day (as defined by Rule) will be due and payable, in addition to the invoice amount to the Grantee. The interest penalty provision applies after a 35 day time period to health care providers, as defined by rule. Interest penalties of less than one (1) dollar will not be enforced unless the Grantee requests payment. Invoices which have to be returned to a Grantee because of vendor preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Commission. A Vendor Ombudsman has been established within the Commission of Banking and Finance. The duties of this individual include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from the Commission. The Vendor Ombudsman may be contacted at (850) 488-2924 or by calling the State Comptroller's Hotline, 1-800-848-2924. Form Rev. 7/1/98 Page 13 of 17 Pages FM/JOB NO(S). 20724618401 CONTRACT NO. ..AH039 AGREEMENT DATE IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year first above written. GRANTEE Collier County Board of County Commissioners BY:PAMELA S. MAC~~~WO~N CHAIRPERSON OR DESIGNEE COMMISSION FOR THE TRANSPORTATION DISADVANTAGED ATTEST: "' :"': '::~- :!~j:~!',! .~: ~..; ATTEST (SEAL) DWIGHT E.' BROCK, tiCk NOTARY . prove as o m ~ leisl sufficiency: s;vid C. We{~ County Attorney DATE FUNDING APPROVED BY COMPTROLLER (SEE ATTACHED ENCUMBRANCE FORM DEPARTMENT OF TRANSi}ORTATION) Form Rev. 7/1/98 Page 14 of 17 Pages FM/JOBNO(S). 20724618401 CONTRACT NO. AH039 EXItlBIT "A" PROJECT DESCRIPTION AND RESPONSIBILITIES TRIP/EQUIPMENT This exhibit forms an integral part of that Grant Agreement, dated ,19 , between the State of Florida, Commission for the Transportation DisadVantaged and Collier County Board of County Commissioners. 3301 Tamiami Trail East; Naples. Florida 34112 . PROJECT LOCATION: Collier County PROJECT DESCRIPTION: To purchase passenger trips and/or capital equipment so that transportation can be provided to the non-sponsored transportation disadvantaged in accordance with Chapter 427, Florida Statutes, Rule 41-2, Florida Administrative Code, the most current Commission policies and the Application and Policy Manual for the Trip & Equipment Grant for non-sponsored trips and/or capital equipment as revised on April 20, 1998. Services shall be provided and equipment, including vehicles, will be utilized through a coordinated transportation system which has a Memorandum of Agreement in effect, as set forth in Chapter 427, Florida Statutes and Rule 41-2, Florida Administrative Code. Trips shall be purchased at the fares indicated in the approved service plan pursuant to Rule 41-2, Florida Administrative Code. Capital equipment will consist of.' None SPECIAL CONSIDERATIONS BY GRANTEE: 1. All project equipment or v~hicles shall meet or exceed the applicable criteria set forth in the Florida Department of Transportation's equipment specifications, "Guidelines for Acquiring Vehicles" dated October 1993 (or as updated), "Part 1, Bid Documents," dated July 1995 (or as updated), and "Part 2, Specification Guidelines for Specialized Vehicles," dated July 1993 (or as updated), or criteria set forth by any other federal, state, or local government agency. SPECIAL CONSIDERATIONS BY COMMISSION: Form Rev. 7/1/98 Page 15 of 17 Pages FM/JOB NO(S). 20724618401 CONTRACT NO. AH0~39 EXItIBIT "B" PROJECT BUDGET AND CASH FLOW This exhibit forms an integral part of that certain Grant Agreement between the Florida Commission for the Transportation Disadvantaged and Collier County Board of County Commissioners. 3301 Tamiami Trail East, Naples. Florida 34112 dated I. PRO JEff COST: Estimated Project Cost shall conform to those eligible Costs as indicated by Chapter 427, Florida Statutes, Rule 41-2, Florida Administrative Code, the most current Commission policies and the Application and Policy Manual for the Trip & Equipment Grant for non-sponsored trips and/or capital equipment as revised on April 20, 1998. Trips shall be purchased at the fares indicated in the approved service plan pursuant to Rule 41-2, Florida Administrative Code. Non-sponsored Trips $93,060.00 TOTAL $93,060.00 II. SOURCE OF FUNDS: Commission for the Transportation Disadvantaged State Funds (no more than 90%) $ 93.060,00 Local Cash Funds $10-340.00 Voluntary Dollar Contributions $ 0.00 Monetary Value of in.Kind Match $ 0.00 Total Project Cost $103.400,00 III. DISBURSEMENT SCHEDULE OF COMMISSION (State) FUNDS ( $ x 1000) Jut Aug Sep Oct Nov Dec Jan Feb. Mar Apr May Jun. FY 98/99 31.02 31.02 31.02 FY 99/00 Form Rev. 7/1/98 Page 16 of 17 Pages FM/JOB NO. 20724618401 CONTRACT NO. AH039 EXHIBIT "C" TRIP/EQUIPMENT This exhibit forms an integral part of that certain Grant Agreement between the Florida Commission for the Transportation Disadvantaged and COllier County Board of County Commissioners, 3301 Tamiami Trail East. Naples, Florida 34112 dated THE GRANTEE SHALL RETAIN AND/OR SUBMIT THE FOLLOWING REQUIRED DOCUMENTS AND CERTIFICATIONS: DOCUMENTS: Submit an audit report, based on the agency's records, in accordance with Section 7.60 of this Agreement. Submit invoices for goods and services, with detailed supporting documentation, in detail sufficient for a proper preaudit and postaudit thereof. Retain, and upon request, submit drivers' manifests, with supporting detailed documentation, in detail sufficient for a proper preaudit and postaudit thereof. CERTIFICATIONS: Certification of Equivalent Service in accordance with the Commission's policy on the acquisition of vehicles as it pertains to the Americans with Disabilities Act of 1990, as amended. Said certification shall accompany any reimbursement request for vehicles and shall use the Commission approved format. THIRD PARTY CONTRACTS: The Grantee must certify to all third party contracts pursuant to Section 12.10 except that written approval is hereby granted for: 1. Contracts furnishing contractual services or commodities from a valid State or inter-governmental contract including the Memorandum of Agreement and Transportation Disadvantaged Service Plan as set forth in section 287.042(2), Florida Statutes, and in Rule 41-2, Florida Administrative Code. 2. Contracts furnishing contractual services or commodities less than $15,000. 3. Contracts for consultant services less than $5,000. Form Rev. 7/1/98 Page 17 of 17 Pages VEHICLE USE AGREEMENT This agreement, entered into this 1st day of Apdl, 1999 between Collier, hereinafter referred to as "County", and Checker Cab of Collier Conunty Inc., hereinafter referred to as "Operator. WHEREAS, Collier County, Florida (herainafter "County") has acquired a certain vehicle or vehicles for the provision of paratransit services (hereinafter "Vehicle(s)") and WHEREAS, County has contracted with COMSIS Corporalion (hereinafter "COMSIS") to manage the provision of paratransit services and WHEREAS, County has entered into an agreement with COMSIS au.thorizing COMSIS to make the vehicles available for use by Operator, and WHEREAS, COMSIS has entered into a Purchase of Service Agreement with Operator for the provision of paratransit sen/ices funded, in whole or in part, by County and WHEREAS, County desires to make the Vehicle(s) available for use by Operator in paratransit operations managed for County by COMSIS, ., NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and the premises set forth herein, County makes theVehicle(s) listed on the Vehicle Schedule (Attachment A incorporated herein) available for use by Operator in.accordance with the terms set forth in this agreement. · · 1.0 Vehicle(s) Acceptance Operator assumes all dsk and responsibility for the Vehicle(s) thereafter until retumed to County. Vehicle(s) shall be returned to. County in the same condilion as originally delivered, ordinaW wear and tear excepted.' 2.0 Use of Vehicle(s) Operator shall use the Vehicle(s) solely in the delivery of service to eligible clients under the Purchase of Sen/ice Agreement between Operator and COMSIS. No other use may be made of the Vehicle(s) without the prior written permission of County. Operator will operate the Vehicle(s) in compliance w~h all applicable laws and regulations, including traffic regulations, and municipal ordinances. COUNTY AND COMSIS MAKE NO WARRANTY OR REPRESENTATION CONCERNING THE VEHICLE(S) AND EXPRESSLY DISCLAIMS ANY EXPRESS WARRANTY, IMPLIED WARRANT OR ANY RESPONSIBILITY RELATING TO THE FITNESS OR CONDITION OF ANY VEHICLE OR THE VEHICLES FITNESS FOR ANY PURPOSE PROVIDED HEREUNDER. 3.0 Term This agreement shall be for a term of 90 days, and may be renewed for succemive one year pedods thereafter. In the event that the Purchase of Service Agreement between Operator 'and' COMSIS terminates' for any reason, this agreement shall terminate on the same date. In addition, COMSIS reseeves ~e right to cancel this agreement, with or wilhout cause on thirty (30) days nolice to Operator and retake possession of the Vehicle(s) or reallocate the Veh'.mle(s) to another service provider(s). 4.0 Maintenance Operator agrees to provide at its sole cost: 1. Lubricants, tires, tubes and all other operating supplies necessary for the Vehicle(s) 2. Maintenance and repairs including all labor and parts required to keep the Vehicle(s) in good operating condffion 3. Regular exterior and intedor washing and cleaning 4. Road service for mechanical failures 5. Repair of accident damage All rapaim and maintenance shall be performed by personnel who have demonstrated the experience and skill necessary to perform the work, which shall be performed in a workmanlike manner to the generally accepted industry standard of quality. Operator will be solely responsible for the quality of all repairs and maintenance. Operator shall be responsible for negotiating and processing all vehicle warranty claims through the manufacturers warranty representatives and shall be responsible for the collection of any monies or credits as a result of warranty claims. Any monies or credits collected in excess of the costs of repairs or renewal associated with the claim shall be remitted to County. COMSIS reserves the right for itself or County to enter on the property of Operator or any location where the Vehicle(s) may be parked during planned or unannounced visits to inspect the Vehicle(s) and COilS or County may require the immediate repair thereof if the condition of the Vehicle(s) is not satisfactory. In lieu of the above, COMSIS or County may elect to perform or have performed, the services and or repairs required and offset the costs thereof against any amounts due and owing from COMSIS (or County pursuant to its contract with COMSIS) to Operator. Nothing herein shall relieve Operator of its obligation to properly maintain the. Vehicle(s). 5.0 Records. Operator shall prepare and keep vehicle files by Vehicle number documenting all Vehicle(s) maintenance including, without limitation, preventative maintenance, scheduled maintenance, inspections, parts usage, unscheduled maintenance, and accident repairs: Said files shall be keep ,current throughout the duration of this agreement and a copy thereof shall be provided to COMSIS or County upon request and upon termination of this agreement. COMSIS and County shall have unrestricted access to all vehicle maintenance records dudng planned or 'tinannounced visits or inspections. of the Operator's. fadllties for the duralion of this Agreement. ' 6.0 Maintenance program Wrdhin seven (7) days of receipt of the first Vehicle, Operator shall submit to COMSIS for review and approval, a complete and comprehensive preventative maintenance prngrem for the Vehicle(s). Failure to comply with this requirement shall be grounds for immediate termination of this Agreement and immediate repossession of the Vehicle(s). The maintenance program submitted by Operator shall meet or exceed the manufacturer's recommended or specified guidelines and shall include all add-on equipment, if 'any, supplied with the Vehicle(s). When maintenance requirements are spedlied by the manufacturer for different sendice categories (such as "normal service" and "severe service"), 'the 'most stringent and severe service guidelines shall be used. All pelts and materials, including lubricants and fuel, used in maintaining or operating the Vehicle(s) shall be in accordance with the Vehicle(s) manufacturers speci~calions for said perle and materials. 1.0 Vehicle(s) Safety Inspection Operator shall be responsible for compliance with any state or local vehicle inspection programs. The costs of said inspections and any maintenance or repairs required to comply with said inspections shall be the responsibility of Operator. 8.0 Default. Operator shall be in default of this 'agreement if any of the following events occur and ramsin uncured following thirty(30) days written notice from COMSIS or County to Operator: 1. Operator or Operator's property are the subject of a proceeding in bankruptcy, receivership or insolvency or Operator makes an assignment for the benefit of creditors. 2. Operator fails to comply with the insurance provisions of this agreement and/or the Purchase of Service Agreement between Operator and COMSIS. 3. Operator fails to comply with any material term or condition of this agreement, including without limitatioo, the maintenance and repair requirements. 4. Operator tails to answer traffic summons or pay finas when due. 5. Operator is found in default of the Purchase of Service Agreement with COMSIS. 6. Operator fails to keep the Vehicle(s) free of liens and encumbrances. 7. The Vehicle(s) is used for illegal purposes or driven by a person not in possession of the proper license. 9.0 Remedies In the event that Operator is found by COMSIS or County to be in breach or default of this agreement, COMSIS or County, in addition to the right to terminate this agreement, may at its election, enter into Operator's premises and without furlher noUce or demand take possession of some or all the Vehicles, and remove them from Operator's premises without prejudice to any other remedies COMSIS or County may have under any agreement or at law or equity. Upon such repossession, COMSIS or County shall have the right to inspect said Vehicle(s) and make any necessary repairs to said Vehicle(s) and offset the costs thereof against any amounts owing between COMSIS (or County under its contract with COMSIS) and Operator. 10.0 Indemnification Operator agrees to indemnify and hold harmless County, COMSIS and their respective officers, agents and employees from and againat any end all suits, claims. actions, losses, penalties, and damages of whatsoever kind or 'nature, Oncluding fines for traffic and parking violations) arising out of or in any way incident to or in connection with, the use, condition or operation of the Vehicle(s) hereunder, including without limitation, damage of any kind to the Vehicle(s), to third parlies, and to property during the term of this agreement. Operator further .agrees to defend County and COMSIS in all legal or claim proceedings arising out of or in connection with or' in anyway incident to the use or oparaUon of the Vehicle(s), to pay all costs of defense including attomey's fees; witness fees, and costs incurred directly or indirectly on account of said litigation or claim and to satisfy any judgement rendered in connection therewith and/or to pay the 'costs of settling said litigaUon or claim. 11.0 InsUrance'" Operator shall, at all times maintain insurance, in such 'amoUnts and as required in the Pumhase 01 'SerVice Agreement between Operator and COMSIS covedng the Vehicle(s) ani:l its operation. 12.0 Theft or. Destruction. of Vehicle(s). Operator shall be solely responsible to COM$15 and County for any and all loss associated with' the theft or destruc"don of the Vehicle(s) or the rendering of the Vehicle(s) unsuitable for use (as determined by County or COMSIS) due to fire, dot, insurrection, act of God, accident, or theft. 13.0 Assignment This. agreement may not be assigned by Operator. Vehicle(s) may be operated only by employees of the Operator. 14.0 Federal Grant Compliance In the event the Vehicle(s) are acquired with Federal assistance, Operator will comply. with all restrictions or requirements contained in the grant agreement and requirements incorporated therein. 15.0 No Property Interest in Vehicle(s) Operator shall acquire no property interest in the Vehicle(s) by virtue of, or operalion of, this agreement and they shall remain the property of County throughout the term of this agreement. Operator shall not ,disturb, remove or obstruct property tags or labels affixed to or on the Vehicle(s) by County.. IN WITNESS WHEREOF, the parlies have caused this agreement to be executed on the date and year above written. VEHICLE INVENTORY FOR CHECKER CAB Revised 04/12/99 VEHICLE I YEAR MAKE VIN NUMBER FDOT CONTRAC NO. 165 1993 Chevy 30 2gbhg3158p412198 88165 37 1995 Ply/Minivan I p4gh44rxsx50631 181037 114' .' i995 Ford/cony 1fdke30f5shb19761 92114 ~ 49 1996 Ford/cony 1fd140f3thb62054 181049 47 1996 Ford/cony 1edle40fxthb62052 181047 42. 1995 Ford/cony .1fdke30fxshb17326 18102 51 1996 Ford/cony 1fdle40fothb34809 181051 35 1995 Thomas Bus I hvdbabkxsh664404 181035 163 1993 Chevy 30 2bghg31'j3p412680 88163 49 1997 Ford/conv 1 fdle40f6vhb88716 92154 41' 1995 Ford/cony 1fdxe30f15hb17329 181041 50: 1996 Ford/conv 1fdle405thb62055 .. 181050 36 1995. ThOmas Bus 1 hvlxlabn1,sh66465 181036 I have received the attached vehicleson this date and have assumed responsibility and am maintaining insurance in the amoum of $1,000,000 single limit liability with the following as additional insured. sis Mo ' Services, Inc., ATC Vancorn, ATC intelitmn, L.L.C. Collier County, F T an ' nding agencies. / Operator; Checker Cab of Collier County Collier COunty: Attest: Dwight E. Brock, Clerk Collier County Board of County Commissioners * "' ' ~' ;' ~: mela 8 Ma '.cbe~~,~ ':'*'-_' 'By~,~,, By: Pa ,. ,; '-Attes{aS':' to-Z.Chatrmm's ,:/,.sl~aature ¢ei].yo ,,, ,...! ,..,;; .. Approved as to form an Legal 8uffidency Davd {:;: Weigel, Cohniy Al~mey VEHICLE USE AGREEMENT This agreement, entered into this 1st day of Apdl, 1999 between Collier, hereinalter referred to as "County", and Children's Services of Florida, Inc. hereinalter referred to as "Operator". WHEREAS, Collier County, Florida (hereinalter "County'~ has acquired a certain vehicle or vehicles for the provision of paratransit services (hereinalter 'Vehicle(s)") and WHEREAS, County has contracted with COMSIS Corporation (hereinalter "COMSIS") to manage the provision of paratrans'R services and WHEREAS, County has entered into an agreement with COMSIS authorizing COMSIS to make the vehicles available for use by Operator, and WHEREAS, COMSIS has entered into a Pumhase of Service Agreement with Operator for the provision of paratrensit services funded, in whole or in pert, by County and WHEREAS, County desires to make the Vehicle(s) available for use by Operator in paratransit operalions managed for County by COMSIS, NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and the premises set forth herein, County makes the Vehicle(s) listed on the Vehicle Schedule (Attachment A incorporated herein) available for use by Operator in accordance with the terms set forth in this agreement. 1.0 Vehicle(s) Acceptance Operator assumes all r'~k and responsibility for the Vehicle(s) therealter until returned to County. Vehicle(s) shall be returned to County in the same condition as originally delivered, ordinary wear and tear excepted. 2.0 Use of Vehicle(s) Operator shall use the Vehicle(s) solely in the delivery of sewice to eligible clients under the Purchase of Sewice Agreement between Operator and COMSIS. No other use may be made of the Vehicle(s) wilhout the pdor written permission of County. Operator will operate the Vehicle(s) in compliance with all applicable laws and regulations, including traffic regulations, and municipal ordinances. COUNTY AND COMSIS MAKE NO WARRANTY OR REPRESENTATION CONCERNING THE VEHICLE(S) AND EXPRESSLY DISCLAIMS ANY EXPRESS WARRANTY, IMPLIED WARRANT OR ANY RESPONSIBILITY RELATING TO THE FITNESS OR CONDITION OF ANY VEHICLE OR THE VEHICLES FITNESS FOR ANY PURPOSE PROVIDED HEREUNDER. 3.0 Term This agreement shall be for a term of 90 days, and may be renewed for successive one year periods therealter. In the event that the Purchase of Sewice Agreement between Operator and COMSIS terminates for any reason, this agreement shall terminate on the same date. In addffion, COMSIS reserves the right to cancel this agreement, with or wilhout cause on thirty (30) days notice to Operator and retake possession of the Vehicle(s) or reallocate the Vehicle(s) to another sewice provider(s). 4.0 Maintenance Operator agrees to provide at its sole cost: 1. Lubricants, tires, tubes and all other operating supplies necessary for the Vehicle(s) ' 2. Maintenance and repairs including all labor and parts rcquked to keep the Vehicle(s) in good operating condition 3. Regular exterior and intedor washing and cleaning 4. Road sewice for mechanical failures 5. Repair of accident damage All repairs and maintenance shall be performed by personnel who have demonstrated the experience and skill necessary to perform the work, which shall be performed in a workmanlike manner to the generally accepted industry standard of quality. Operator will be solely responsible for the quality of all repairs and maintenance. Operator shall be responsible for negotiating and processing all vehicle warranty claims through the manufacturer's warranty representatives and shall be responsible for the collection of any monies or credits as a result of warranty claims. Any monies or credits collected in excess of the costs of repairs or renewal associated with the claim shall be remitted to County. COMSIS reserves the right for itself or County to enter on the property of Operator or any location where the Vehicle(s) may be parked during planned or unannounced visits to inspect the Vehicle(s) and COMSIS or County may require the immediate repair thereof if the condition of the Vehicle(s) is not satisfactory. In lieu of the above, COMSIS or County may elect to perform or have performed, the services and or repairs required and offset the costs thereof against any amounts due and owing from COMSIS (or County pursuant to its contrad with COMSIS) to Operator. Nothing herain shall relieve Operator of its obligation to properly maintain the Vehicle(s). 5.0 Records, Operator shall prapara and keep vehicle files by vehicle number documenting all Vehicle(s) maintenance including, without limitation, preventative maintenance, scheduled maintenance, inspecUons, parts usage, unscheduled maintenance, and accident rapairs. Said files shall be keep current throughout the duration of this agreement and a cow thereof shall be provided to COMBIS or County upon request and upon termination of this agreement. COMBIS and County shall have unrestricted access to all vehicle maintenance records during planned or unannounced visits or inspections of the Operator's facilities for the duration of this Agreement. 6.0 Maintenance program VVithin seven (7) days of receipt of the first Vehicle, Operator shall submit to COMSIS for review and approval, a complete and comprehensive preventative maintenance program for the Vehicle(s). Failure to comply with this requirement shall be grounds for immediate termination of this Agreement and immediate repossession of the Vehicle(s). The maintenance program submitted by Operator shall meet or exceed the manufacturer's recommended or specified guidelines and shall include all add-on equipment, if any, supplied with the Vehicle(s). When maintenance requirements era spedfled by the manufacturer for differant service categories (such as "normal service" and "severe service"), the most stringent and severe sauce guidelines shall be used. All parts and materials, including lubricants and fuel, used in maintaining or operating the Vehicle(s) shall be in accordance with the Vehicle(s) manufacturer's specifications for said paris and materials. 7,0 Vehicle(s) Safety Inspection Operator shall be responsible for compliance with any state or local vehicle inspection programs. The costs of said inspections and any maintenance or repairs required to comply with said inspections shall be the responsibility of Operator. 8.0 Default Operator shall be in default of this agreement if any of the following events occur and remain uncured following thirty(30) days written notice from COMSIS or County to Operator: 1. Operator or Operator's property are the subject of a proceeding in bankruptcy, receivership or insolvency or Operator makes an assignment for the benefit of creditors. 2. Operator fails to comply with the insurance provisions of this egroement and/or the Purchase of Service Agreement between Operator and COMSIS. 3. Operator fails to comply with any material term or condition of this agreement, including without limitation, the maintenance and repair requirements. 4. Operator fails to answer traffic summons or pay fines when due. 5. Operator is found in default of the Purchase of Service Agreement with COMSIS. 6. Operator fails to keep the Vehicle(s) free of liens and encumbrances. 7. The Vehicle(s) is used for illegal purposes or driven by a person not in possession of the proper license. 9,0 Remedies In the event that Operator is found by COMSIS or County to be in breach or default of this agreement, COMSIS or County, in addition to the right to terminate this agreement, may at its election, enter into Operator's premises and without further notice or demand take posse=_sion of some or all the Vehicles, and remove them from Operators premises without prejudice to any other remedies COMSIS or County may have under any agreement or at law or equity. Upon such repossession, COMSIS or County shall have the right to inspect said Vehicle(s) and make any necessary repairs to said Vehicle(s) and offset the costs thereof against any amounts owing between COMSIS (or County under its contract with COMSIS) and Operator. 10.0 Indemnification Operator agrees to indemnify and hold harmless County, COMSIS and their respective officers, agents and employees from and against any and all suits, claims, actions, losses, penalties, and damages of whatsoever kind or nature, (including fines for traffic and parking violations) arising out of or in any way incident to or in connection with, the use, condition or operation of the Vehicle(s) hereunder, including without limitation, damage of any kind to the Vehicle(s), to third parties, and to property dudng the term of this agreement. Operator further agrees to defend County and COMSIS in all legal or claim proceedings arising out of or in connection with or in anyway incident to the use or operation of the Vehicle(s), to pay all costs of defense including attorney's fees, witness fees, and costs incurred directly or indirectly on account of said litigation or claim and to satisfy any judgement rendered in connection therewith and/or to pay the costs of settling said litigation or claim. 11.0 Insurance Operator shall, at all times maintain insurance, in such amounts and as required in the Pumhase of Service Agreement between Operator and COMSIS covering the Vehicle(s) and its operation. 12.0 Theft or Destruction of Vehicle(s). Operator shall be solely responsible to COMSIS and County for any and all loss essodated with the thel~ or destruction of the Vehicle(s) or the rendering of the Vehicle(s) unsuitable for use (as determined by County or COMSIS) due to fire, dot, insurrection, act of God, accident, or theft. 13.0 Assignment This agreement may not be assigned by Operator. Vehicle(s) may be operated only by employees of the Operator. 14,0 Federal Grant Compliance In the event the Vehicle(s) are acquired with Federal assistance, Operator will comply with all restrictions or requirements contained in the grant agreement and requirements incorporated therein. 15.0 No Property Interest in Vehicle(s) Operator shall acquire no property interest in the Vehicle(s) by virtue of, or operation of, this agreement and they shall remain the property of County throughout the term of this agreement. Operator shall not disturb, remove or obstruct property tags or labels affixed to or on the Vehicle(s) by County. OperatoF. Childrens Sewices of Florida DBA Cadng for Kids Collier CoUnty: Attest: Dwight E. Brock, Clerk Collier County Board of County Commissioners ,. "" ' '~" mela S Mac'. kie~pp ,~ ~ By~ "Attest aS to s' lgaatutei',oa~ 3. Approved as to form a Legal Sufficiency By: J!~ lzj2 ~ Da~d C.'W~igel, ~unty/l~orne~ Caring for Kids Vehicle Inventory 411 2/99 VEHICLE NO. YEAR MAKE VIN NUMBER FDOT CONTRAC NO. 164 1993 Chevy 30 2gbhg31j0p4120969 88164 61 1996 Ford/conv 1fdle40f5thb62086 181061 162 1993 Chevy 30 2gbhg31j3p4121680 88163. 48 1996 Ford/conv 1 fdle40fl thb62053 181048 468 1997 Ford/conv I fdle40f4vhb88715 92135 46 1996 Ford/conv I fdke30f2shc08686 181046 I have received the attached vehicles on this date and have assumed responsibility and am maintaining insurance in the amount of $1,000,000 single limit liability with the following as additional insured. Cornsis Mobility Services, Inc., ATC Vancorn, ATC intelitmn, L.L.C. Collier County, Flodda DOT and the funding agencies. Sign ' '~ces of Flodda (DBA Cadng for Kids) SAMAS Approp: 088846 Fund:. TDTF FM/Job No(s).: 20724618401 SAMAS Obj.: 790056 Function: 035 Ore Code: 55 12 00 00 952 Contract No.: AH039 Vendor No.: 596000558017 FLORIDA COMMISSION FOR THE TRANSPORTATION DISADVANTAGED SUPPLEMENTAL GRANT AGREEMENT THIS AGREEMENT, made and entered in th~/~' day of~ 19 GQ, by and between the STATE to , OF FLORIDA COMMISSION FOR THE TRANSPORTATION DISADVANTAGED, created pursuant to Chapter 427, F.S., hereinafter called the Commission and Collier County Board of County Commissioners, 33 01 Tamiami Trail East, Naples, F!ori~l~ 34112 hereinafter called the Agency. WITNESSETH: WHEREAS, the Commission and the Agency heretofore on the April 13. 1999 , entered into a Grant Agreement; and WHEREAS, the Commission desires to participate in all eligible items of development for this project as outlined in the attached Amended Exhibit(s) B NOW, THEREFORE, THIS INDENTURE WITNESSETH: that for and in consideration of the mutual benefits to flow from each to the other, the parties hereto agree that the above described Grant Agreement is to be amended and supplemented as follows: 1.00 Purpose of Agreement: The purpose of the agreement is not changed. 2.00 Accomplishment of the Project: The accomplishment of the project is not changed. Article 3.00 of said Agreement is increased by $__LS.,Z?,.0..d~Q__ bringing the revised estimated total cost of the project to Article 4.00 of said Agreement is increased by $.. 14.14~g.00 bringing the Commission's revised share in the project to 3.00 Exhibit(s) B of said Agreement is (are) replaced by Amended Exhibit(s) B respectively and which is (are) attached hereto and made a part hereof. EXCEPT as hereby modified, amended or changed, all other terms of the Agreement dated April l~, 1999 shall remain in full force and effect. Form Rev. 7/1/98 Page I of 3 FM/Job No(s).: 20724618401 CONTRACT NO. AHQ~ AGREEMENT DATE IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written. AGENCY: Collier County BCC COMMISSION FOR THE TRANSPORTATION DISADVANTAGED TITLE: ATYEST. .(SEAL) NOTARY ATTEST: (SEAL) TITLE:. .,. DATE FUNDING APPROVED BY COMPTROLLER .... '.L~,L C ,: ' .... ',~., (SEE ATTACHED ENCUMBRANCE FORM , ,~":~TTE ~T ':; ", .';'. ,.,' DEPARTMENT OF TRANSPORT ATION) .,': :D'IGHT' -. BROCK iLEP'K Form Rev. 711198 Page 2 of 3 FM/JOB NO(S). 23724618401 CONTRACT NO. EXHIBIT "B" PROJECT BUDGET AND CASH FLOW This exhibit forms an integral part of that cerlain Grant Agreement between the Florida Commission for the Transportation Disadvantaged and Collier County_ Board of County Commissioners; 3301 Tamiami Trail East, Naples, Florida 34112 . dated I. PROJECT COST: Eslimated Project Cost shall conform to those eligible Costs as indicated by Chapter 427, Florida Statutes, Rule 41-2, Florida Administrative Code, the most current Commission policies and the Application and Policy Manual for the Trip & Equipment Grant for non-sponsored hips and/or capital equipment as revised on April 20, 1998. Trips shall be purchased at the fares indicated in the approved service plan pursuant to Rule 41-2, Florida Administrative Code. Non-sponsored Trips $119,120.00 TOTAL $119,120.00 H. SOURCE OF FUNDS: Commission for the Transportation Disadvantaged State Funds (no more than 90%) Local Cash Funds Voluntary Dollar Contributions $ 0.130 Monetary Value of In-Kind Match $ .0.00 Total Project Cost IIl. DISBURSEMENT SCHEDULE OF COMMISSION (State) FUNDS ( $ x 1000) Jul Aug Sep Oct Nov Dec Jan Feb. Mar Apr May Jun. FY 98199 35.736 35.736 35.736 FY 99100 Form Rev. 7/1/98 Page 3 of 3 SAMAS Approp: 088846 Fund: 019 FM/Job No(s).: 20724648401 SAMAS Obj.: 790056 Function: 035 Org Code: 55 12 00 00 952 Contract No.: AH151 Vendor No.: 596000558107 FLORIDA COMMISSION FOR THE TRANSPORTATION DISADVANTAGED EMERGENCY GRANT AGREEMENT THIS AGREEMENT, made and entered into thi~/~ day of~ 19Clq., by and between the STATE OF FLORIDA COMMISSION FOR THE TRANSPORTATION DISADVANTAGED, created pursuant to Chapter 427, Florida Statutes, hereinaf[er called the Commission and Collier County Board of County Commissioners, 3301 Tamiami Trail East, Naples. Florida 34112 hereina~er called the Grantee. WITNE S SETH: WHEREAS, the Grantee has the authority to enter into this Agreement and to undertake the Project hereina~er described, and the Commission has been granted the authority to use Transportation Disadvantaged Trust Fund moneys for the provision of non-sponsored transportation services and other responsibilities identified in Chapter 427, Florida Statutes or rules thereof; NOW, THEREFORE, in consideration of the mutual covenants, promises and representations herein, the parties agree as follows: 1.00 Purpose of Agreement: The purpose of this Agreement is to: Provide assistance for non-sponsored transportation services in accordance with the Transportation Disadvantaged Trust Fund in Chapter 427, Florida Statutes, Rule 41-2, Florida Administrative Code, Commission policies, and the Emergency Fund Directives; and as further described in Exhibit(s) A, B. C and D attached hereto and by this reference made a part hereof, hereinafter called the Project; and, to provide Commission non-sponsored financial assistance to the Grantee and state the terms and conditions upon which such non-sponsored financial assistance will be provided and the understandings as to the manner in which the Project will be undertaken and completed. FormRev. 7/1/98 Page I of 17 Pages 2.00 Accomplishment of the Project: 2.10 General Requirements: The Grantee shall commence, and complete the Project as described in Exhibit "A" with all practical dispatch, in a sound, economical, and efficient manner, and in accordance with the provisions herein, and all applicable laws. 2.20 Pursuant to Federal, State, and Local Law: In the event that any election, referendum, approval, permit, notice, or other proceeding or authorization is requisite under applicable law to enable the Grantee to enter into this Agreement or to undertake the Project hereunder, or to observe, assume or carry out any of the provisions of the Agreement, the Grantee will initiate and consummate, as provided by law, all actions necessary with respect to any such matters so requisite. 2.30 Funds of the Grantee: The Grantee shall initiate and prosecute to completion all proceedings necessary to enable the Grantee to provide the necessary funds for completion of the Project. 2.40 Submission of Proceedings, Contracts and Other Documents and Products: The Grantee shall submit to .the Commission such data, reports, records, contracts, certifications and other financial or operational documents or products relating to the Project as the Commission may require under this agreement including those listed in Exhibit "C". Failure by the Grantee to provide such documents, or provide other documents or products required by previous agreements between the Commission and the Grantee, may, at the Commission's discretion, result in refusal to reimburse project funds. 2.50 Incorporation by Reference: The Grantee and Commission agree that by entering into this Agreement, the parties explicitly incorporate by reference into this Agreement the law and provisions of Chapter 427, Florida Statutes, Rule 41-2, Florida Administrative Code, the Emergency Fund Directires and the Application and Policy Manual for the Trip & Equipment Grant, as revised on April 20, 1998. 3.00 Total Project Cost: The total estimated cost of the Project is $ 39,280.00 This amount is based upon the estimate summarized in Exhibit "B" and by this reference made a part hereof. The Grantee agrees to bear all expenses in excess of the total estimated cost of the Project and any deficits involved, including any deficits revealed by an audit performed in accordance with Article 11.00 hereof after completion of the project. 4.00 Commission Participation: The Commission agrees to maximum participation, including contingencies, in the Project in the amount ors 35,352,00 as detailed in Exhibit "B", or in an amount equal to the percentage(s) of total actual project cost shown in Exhibit "B", whichever is less. 4.10 Eligible Costs: Trip and Equipment Grant Funds and Emergency Funds derived exclusively from the Transportation Disadvantaged Trust Fund, may only be used by the Commission and the Grantee to subsidize a portion of a transportation disadvantaged person's transportation costs which is not sponsored by any other agency, and then only if a match, as specified in the Application and Policy Manual for the Trip and Equipment Grant, is provided by the Grantee or is otherwise approved by the Commission. 4.20 Eligible Project Expenditures: Project costs eligible for State participation will be allowed only from the date of this Agreement. It is understood that State participation in eligible project costs is subject to: a) The understanding that disbursement of funds will be made in accordance with the Commission's cash forecast; Form Rev. 7/1/98 Page 2 of 17 Pages b) Availability of funds as stated in Article 17.00 of this Agreement; c) Commission approval of the project scope and budget (Exhibits A & B) at the time appropriation authority becomes available. d) Submission of all certifications, invoices, detailed supporting documentation, or other obligating documents and all other terms of this agreement; 4.30 Front End Funding: Front end funding is not applicable. 5.00 Retainage: Retainage is not applicable. 6.00 Project Budget and Disbursement Schedule: 6.10 The Project Budget: The Grantee shall maintain the Commission approved Project Budget, as set forth in Exhibit "B", carry out the Project, and shall incur obligations against and make disbursements of Project funds only in conformity with the latest approved budget for the Project. The budget may be revised periodically, but no budget revision shall be effective unless it complies with fund participation requirements established in Article 4.00 of this Agreement and is approved in writing by the Commission. Any budget revision which changes the fund participation requirements established in Article 4.00 of this agreement shall not be effective unless approved in writing by the Commission and the Florida Department of Transportation Comptroller. 6.20 Schedule of Disbursements: The Grantee shall abide by the Commission approved disbursements schedule, contained in Exhibit "B". This schedule shall show estimated disbursement of Commission funds for the entire term of the Project by month or quarter of the fiscal year in accordance with Commission fiscal policy. The schedule may be divided by Project phase where such division is determined to be appropriate by the Commission. Any significant deviation from the approved schedule in Exhibit "B" requires advance submission of a supplemental schedule by the agency and advance approval by the Commission. Reimbursement for the Commission's share of the project shall not be made for an amount greater than the cumulative total up to any given month as indicated in the disbursement schedule in Exhibit "B" . 7.00 Accounting Records, Audits and Insurance: 7.10 Establishment and Maintenance of Accounting Records: The Grantee shall establish for the Project, in conformity with the latest current uniform requirements established by the Commission to facilitate the administration of the non-sponsored financing program, either separate accounts to be maintained within its existing accounting system, or establish independent accounts. Such non-sponsored financing accounts are referred to herein collectively as the "Project Account". The Project Account, and detailed documentation supporting the Project Account, must be made available upon request, without cost, to the Commission any time during the period of the Agreement and for five years after final payment is made or if any audit has been initiated and audit findings have not been resolved at the end of five years, the records shall be retained until resolution of the audit findings. 7.20 Funds Received Or Made Available for The Project: The Grantee shall appropriately record in the Project Account, and deposit in a bank or trust company which is a member of the Federal Deposit Insurance Corporation, all non-sponsored transportation payments received by it from the Commission pursuant to this Form Rev. 7/1/98 Page 3 of 17 Pages Agreement and all other funds provided for, accruing to, or otherwise received on account of the Project, which Commission payments and other funds are herein collectively referred to as "Project Funds". The Grantee shall require depositories of Project Funds to secure continuously and fully all Project Funds in excess of the amounts insured under Federal plans, or under State plans which have been approved for the deposit of Project funds by the Commission, by the deposit or setting aside of collateral of the types and in the manner as prescribed by State law for the security of public funds, or as approved by the Commission. 7.30 Costs Incurred for the Project: The Grantee shall charge to the Project Account only eligible costs of the Project. Costs in excess of the latest approved budget, costs which are not within the statutory criteria for the Transportation Disadvantaged Trust Fund, or attributable to actions which have not met the other requirements of this Agreement, shall not be considered eligible costs. 7.40 Documentation of Project Costs: All costs charged to the Project, including any approved services contributed by the Grantee or others, shall be supported by prope~y executed payrolls, time records, invoices, contracts, driver's manifests, vouchers, vehicle titles, and detailed supporting documentation evidencing in proper detail the nature and propriety of the charges. Records must be kept to show how the value placed on third party transactions was derived. 7.50 Checks, Orders, and Vouchers: Any check or order drawn by the Grantee with respect to any item which is or will be chargeable against the Project Account will be drawn only in accordance with a properly signed voucher then on file in the office of the Grantee stating in proper detail the purpose for which such check or order is drawn. All checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the Project shall be clearly identified, readily accessible, within the Grantee's existing accounting system, and, to the extent feasible, kept separate and apart from all other such documents. 7.60 Audit Reports: The Grantee shall provide for each of its fiscal years for which the Project Account remains open, an audit report prepared either by its official auditor or audit agency or an independent certified public accountant, reflecting the use of the non-sponsored transportation funds of the Commission, the Grantee, and those from any other source with respect to the Project. Audits shall be performed in accordance with Generally Accepted Auditing Standards and the Gevemment Auditing Standards for financial and performance audits contained in the Standards for Audit of Governmental Organizations, Programs, Activities and Functions, issued by the U.S. General Accounting Office, and OMB Circulars A-128 or A-133 if applicable. The Grantee shall require auditors to include a schedule of assistance that will reflect the agreement Contract Number, WPI Number and/or Job Number and the amount of State funding action (receipt and disbursement of funds) and any Federal or local funding action and funding action from any other source with respect to the project. The Grantee shall also require auditors to determine compliance with Article 12.00 and Paragraph 8.26, and Exhibit "A", "Special Considerations by Grantee". 7.70 Insurance: The Grantee shall carry insurance on Project vehicles and equipment, and guarantee liability for minimum coverage as follows: 7.71 Liability: Liability coverage in an amount of $100,000 for any one (1) person, $200,000 per occurrence at all times in which Project vehicles or equipment are engaged in approved project activities. The Grantee shall insure that contracting Transportation Operators also maintain the same minimum liability insurance, or an equal governmental insurance program. Form Rev. 7/1/98 Page 4 of 17 Pages 7.72 Collision: Collision, fire, theft, and comprehensive coverage in any amount required to pay for any damages to the Project vehicle(s) and equipment including restoring to its then market value or replacement. 7.73 Property Insurance: The Grantee shall carry fire, theft, and comprehensive coverage property insurance, with replacement cost value, on equipment, other than vehicles, purchased with Transportation Disadvantaged Trust Funds. 7.74 Other Insurance: The above required insurance will be primary to any other insurance coverage that may be applicable. 8.00 Requisitions and Payments: 8.10 Preliminary Action by the Grantee: In order to obtain any Transportation Disadvantaged Trust Funds, the Grantee shall: 8.11 .File with the Commission for the Transportation Disadvantaged, 605 Suwannee Street, Mail Station 49, Tallahassee, Florida, 32399-0450, its requisition on form or forms prescribed by the Commission, and such other detailed supporting documentation pertaining to the Project Account and the Project (as listed in Exhibit "C" hereof) as the Commission may require, to justify and support the payment requisitions, invoices, and vouchers, including, at a minimum: (1) the date the Grantee incurred project costs and equipment, vehicles or other property or services associated with the Project; (2) a statement by the Grantee certifying that the Grantee has acquired the property or services; (3) the actual consideration paid for the property; and (4) an attestation, on the form or forms prescribed by the Commission, from the head of the Grantee, under the penalties of perjury, that the Grantee has complied with the provisions of the Grant Agreement. The designated signatory of the Grantee must sign the following attestation which appears on all Commission form invoices and requisitions: I certify, under penalty of perjury, that the aforesaid listing is true and correct, and the Agency has complied with the provisions of the Agreement. 8.12 Comply with all applicable provisions of this Agreement. 8.20 The Commission's Obligations: Subject to other provisions hereof, the Commission will honor such requisitions in amounts and at times deemed by the Commission to be proper and in accordance with this Agreement to ensure the completion of the Project and payment of the eligible costs. However, notwithstanding any other provision of this Agreement, the Commission may give written notice to the Grantee that it will refuse to make a payment to the Grantee on the Project Account if: 8.21 Misrepresentation: The Grantee has made misrepresentations of a material nature in its application, or any supplement thereto or amendment thereof, with respect to any document or record of data or certification furnished therewith or pursuant hereto; Form Rev. 7/I/98 Page 5 of 17 Pages 8.22 Litigation: There is pending litigation with respect to the performance by the Grantee of any of its duties or obligations which may jeopardize or adversely affect the Project, the Agreement, or payments to the Project; 8.23 Required Submittals/Certifications: The Grantee has failed or refused to provide to the Commission detailed documentation of requisitions or certifications of actions taken; 8.24 Conflict of Interests: There has been any violation of the conflict of interest provisions, prohibited interests, or lobbying restrictions, contained herein; 8.25 Default: The Grantee has been determined by the Commission to be in default under any of the provisions of this or any other Agreement which the Grantee has with the Commission; or 8.26 Supplanting of Funds: The Grantee has used Transportation Disadvantaged Trust Funds to replace or supplant available and appropriate funds for the same purposes, in violation of Chapter 427, Florida Statutes. 8.30 Disa!10wed Costs: In determining the amount of the Grantee's payment, the Commission will exclude all costs incurred by the Grantee prior to the effective date of this Agreement, costs which are not provided for in the latest approved budget for the Project, costs which are not within the statutory criteria for the Transportation Disadvantaged Trust Fund, and costs attributable to goods, equipment, vehicles or services received under a contract or other arrangements which have not been approved in writing by the Commission or certified by the Grantee, pursuant to Exhibit "C". 8.40 Invoices for Goods or Services: Invoices for goods or services or expenses provided or incurred pursuant to this Agreement shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. Failure to submit to the Commission detailed supporting documentation with the invoice or request for project funds will be cause for the Commission to refuse to pay the amount claimed by the Grantee until the Commission is satisfied that the criteria set out in Chapter 427, Florida Statutes, Rule 41-2, Florida Administrative Code, and the Application and Policy Manual for the Trip & Equipment Grant is met. 8.50 Commission Claims: If, after project completion, any claim is made by the Commission resulting from an audit or for work or services performed pursuant to this agreement, the Commission may offset such amount from payments due for work or services done under any grant agreement which it has with the Grantee owing such amount if, upon demand, payment of the amount is not made within (60) days to the Commission. Offsetting any amount pursuant to this section shall not be considered a breach of contract by the Commission. 9.00 Termination or Suspension of Project: 9.10 Termination or Suspension Generally: If the Grantee abandons or, before completion, finally discontinues the Project; or if, by reason of any of the events or conditions set forth in Section 8.20, or for any other reason, the commencement, prosecution, or timely completion of the Project by the Grantee is rendered improbable, infeasible, impossible, or illegal, the Commission may, by written notice to the Grantee, suspend any or all of its obligations under this Agreement until such time as the event or condition resulting Form Rev. 7/1/98 Page 6 of 17 Pages in such suspension has ceased or been corrected, or the Commission may terminate any or all of its obligations under this Agreement. 9.20 Action Subsequent to Notice of Termination or Suspension. Upon receipt of any final termination or suspension notice under this Paragraph, the Grantee shall proceed promptly to carry out the actions required therein which may include any or all of the following: (1) necessary action to terminate or suspend, as the case may be, Project activities and contracts and such other action as may be required or desirable to keep to the minimum the costs upon the basis of which the financing is to be computed; (2) furnish a statement of the project activities and contracts, and other undertakings the cost of which are otherwise includable as Project costs; and (3) remit to the Commission such portion of the financing and any advance payment previously ~eceived as is determined by the Commission to be due under the provisions of the Agreement. The termination or suspension shall be carried out in conformity with the latest schedule, plan, and budget as approved by the Commission or upon the basis of terms and conditions imposed by the Commission upon the failure of the Grantee to furnish the schedule, plan, and budget within a reasonable time. The acceptance of a remittance by the Grantee shall not constitute a waiver of any claim which the Commission may otherwise have arising out of this Agreement. 9.30 Public Access to Records: The Commission reserves the right to unilaterally cancel this agreement for refusal by the Grantee or its contractors to allow public access to all documents, papers, letters, records or other materials subject to the provisions of Chapter 119, Florida Statutes, and made or received in conjunction with this agreement. 10.00 Remission of Project Account Upon Completion of Project: Upon completion and at~er financial audit of the Project, and after payment, provision for payment, or reimbursement of all Project costs payable from the Project Account is made, the Grantee shall remit to the Commission its share of any unexpended balance in the Project Account. 11.00 Audit and Inspection: The Grantee shall permit, and shall require its contractors to permit, the Commission's authorized representatives to inspect all work, materials, payrolls, records; and to audit the books, records and accounts pertaining to the financing and development of the Project at all reasonable times including upon completion of the Project, and without notice. 12.00 Contracts of the Grantee: 12.10 Third Party Agreements: The Grantee shall not execute any contract or obligate itself in any manner requiring the disbursement of Transportation Disadvantaged Trust Fund moneys, including transportation operator and consultant contracts or amendments thereto, with any third party with respect to the Project without being able to provide a written certification by the Grantee that the contract or obligation was executed in accordance with the competitive procurement requirements of Chapter 287, Florida Statutes, Chapter 427, Florida Statutes, and the rules promulgated by the Department of Management Services. Failure to provide such certification, upon the Commission's request, shall be sufficient cause for nonpayment by the Commission as provided in Paragraph 8.23. The Grantee agrees, that by entering into this Agreement, it explicitly certifies that all of its third party contacts will be executed in compliance with this section. Form Rev. 7/1/98 Page 7 of 17 Pages 12.20 Compliance with Consultants' Competitive Negotiation Act: It is understood and agreed by the parties hereto that participation by the Commission in a project with a Grantee, where the project involves a consultant contract for any service, is contingent on the Grantee complying in full with provisions of Section 287.055, Florida Statutes, Consultants Competitive Negotiation Act. The Grantee shall certify compliance with this law to the Commission for each consultant contract it enters. 12.30 Competitive Procurement: Procurement of all services, vehicles, equipment or other commodities shall comply with the provisions of Section 287.057, Florida Statutes. Upon the Commission's request, the Grantee shall certify compliance with this law. 13.00 Restrictions, Prohibitions, Controls, and Labor Provisions: 13.10 Equal Employment Opportunity: In connection with the carrying out of this Agreement, the Grantee shall not discriminate against any employee or applicant for employment because of race, age, disability, creed, color, sex or national origin. The Grantee will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, disability, creed, color, sex, or national origin. Such action shall include, but not be limited to, the following: Employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Grantee shall insert the foregoing provision modified only to show the particular contractual relationship in all its contracts in connection with the development of operation of the Project, except contracts for the standard commercial supplies or raw materials, and shall require all such contractors to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. The Grantee shall post, in conspicuous places available to employees and applicants for employment for Project work, notices setting forth the provisions of the nondiscrimination clause. 13.20 Title VI - Civil Rights Act of 1964: The Grantee must comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964 (78 Statute 252), the Regulations of the Federal Department of Transportation, the Regulations of the Federal Department of Justice and the assurance by the Grantee pursuant thereto. 13.30 Prohibited Interests: 13.31 Contracts or Purchases: Unless authorized in writing by the Commission, no officer of the Grantee, or employee acting in his or her official capacity as a purchasing agent, shall either directly or indirectly purchase, rent, or lease any realty, goods, or services for the Grantee from any business entity of which the officer or employee or the officer's or employee's business associate or spouse or child is an officer, partner, director, or proprietor or in which such officer or employee or the officer's or employee's spouse or child, or any combination of them, has a material interest. 13.32 Business Conflicts: Unless authorized in writing by the Commission, it is unlawful for an officer or employee of the Grantee, or for any company, corporation, or firm in which an officer or employee of the Grantee has a financial interest, to bid on, enter into, or be personally interested in the purchase or the furnishing of any materials, services or supplies to be used in_the work of this agreement or in the performance of any other work for which the Grantee is responsible. Form Rev. 7/!/98 Page 8 of 17 Pages 13.33 Solicitations: No officer or employee of the Grantee shall directly or indirectly solicit or accept funds from any person who has, maintains, or seeks business relations with the Grantee. 13.34 Former Employees - Contractual Services: Unless authorized in writing by the Commission, no employee of the Grantee shall, within 1 year after retirement or termination, have or hold any employment or contractual relationship with any business entity in connection with any contract for contractual services which was within his or her responsibility while an employee. 13.35 Former Employees - Consulting Services: The sum of money paid to a former employee of the Grantee during the first year after the cessation of his or her responsibilities, by the Grantee, for contractual services provided to the Grantee, shall not exceed the annual salary received on the date of cessation of his or her responsibilities. The provisions of this section may be waived by the Grantee for a particular contract if the Grantee determines, and the Commission approves, that such waiver will result in significant time or cost savings for the Grantee and the project. The Grantee shall insert in all contracts entered into in connection with this Agreement and shall require its contractors to insert in each of their subcontracts, the following provision: "No member, officer, or employee of the Grantee during his tenure or for one year thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof." The provisions of this section shall not be applicable to any agreement between the Grantee and its fiscal depositories, or to any agreement for utility services the rates for which are fixed or controlled by a Governmental agency. 13.40 Non-discrimination of Persons With Disabilities: The Grantee and any of its contractors or their sub-contractors shall not discriminate against anyone on the basis of a handicap or disability (physical, mental or emotional impairment). The Grantee agrees that no funds shall be used to rent, lease or barter any real property that is not accessible to persons with disabilities nor shall any meeting be held in any facility unless the facility is accessible to persons with disabilities. The Grantee shall also assure compliance with The Americans with Disabilities Act of 1990, as it may be amended from time to time. 13.50 Lobbying Prohibition: No Grantee may use any funds received pursuant to this Agreement for the purpose of lobbying the Legislature, the judicial branch, or a state agency. No Grantee may employ any person or organization with funds received pursuant to this Agreement for the purpose of lobbying the Legislature, the judicial branch, or a state agency. The "purpose of lobbying" includes, but is not limited to, salaries, travel expenses and per diem, the cost for publication and distribution of each publication used in lobbying; other printing; media; advertising, including production costs; postage; entertainment; and telephone and telegraph; and association dues. 13.60 Public Entity Crimes: No Grantee shall accept any bid from, award any contract to, or transact any business with any person or affiliate on the convicted vendor list for a period of 36 months from the date that person or affiliate was placed on the convicted vendor list unless that person or affiliate has been removed from the list pursuant to section 287.133, Florida Statutes. The Grantee may not allow such a person or affiliate to perform work as a contractor, supplier, subcontractor, or consultant under a contract with the Grantee. If the Grantee was transacting business with a person at the time of the commission of a public entity Form Rev. 7/1/98 Page 9 of 17 Pages crime which resulted in that person being placed on the convicted vendor list, the Grantee may also not accept any bid ~'om, award any contract to, or transact any business with any other person who is under the same, or substantially the same, control as the person whose name appears on the convicted vendor list so long as that person's name appears on the convicted vendor list. 14.00 Miscellaneous Provisions: 14.10 Environmental Pollution: All Proposals, Plans, and Specifications for the acquisition, reconstruction, or improvement of vehicles or equipment, shall show that such vehicles or equipment are equipped to prevent and control environmental pollution. 14.20 Commission Not Obligated to Third Parties: The Commission shall not be obligated or liable hereunder to any party other than the Grantee. 14.30 When Rights and Remedies Not Waived: In no event shall the making by the Commission of any payment to the Grantee constitute or be construed as a waiver by the Commission of any breach of covenant or any default which may then exist, on the part of the Grantee, and the making of such payment by the Commission while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to the Commission for such breach or default. 14.40-How Contract Affected by Provisions Being Held Invalid: If any provision of this Agreement is held invalid, the provision shall be severable and the remainder of this Agreement shall not be affected. In such an instance the remainder would then continue to conform to the terms and requirements of applicable law. 14.50 Bonus and Commissions: By execution of the Agreement the Grantee represents that it has not paid and, also, agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder. 14.60 State or Territorial Law: Nothing in the Agreement shall require the Grantee to observe or enforce compliance with any provision thereof, perform any other act or do any other thing in contravention of any applicable State or federal law: Provided, that if any of the provisions of the Agreement violate any applicable State or federal law, the Grantee will at once notify the Commission in writing in order that appropriate changes and modifications may be made by the Commission and the Grantee to the end that the Grantee may proceed as soon as possible with the Project. 14.70 Purchased Vehicles or Equipment: 14.71 Maintenance of Purchased Vehicles or Equipment: The Grantee agrees to maintain the vehicles and equipment purchased or financed in whole or in part pursuant to this Agreement in good working order for the useful life of the vehicles and equipment. The Grantee agrees not to make alterations or modifications to the equipment or vehicles without the consent of the Commission. Any lease or assignment of operational responsibility of project vehicles and equipment is not allowed unless approved in writing by the Commission. 14.72 Utilization: The Grantee agrees to assure that all Project equipment and vehicles, whether leased or purchased, are used to meet the identified transportation needs of the non-sponsored and in Form Rev. 7/I/98 Page 10 of 17 Pages support of the service plan established under the provisions of Rule 41-2, Florida Administrative Code, to serve the transportation needs of the transportation disadvantaged of the area. Leased and purchased Project equipment and vehicles shall be operated to their maximum possible efficiency. Purchased vehicles and equipment will be used for the period of their useful lives in accordance with the most current Commission policies. The Commission may, after consultation with the Grantee, relocate purchased equipment and vehicles that it deems to be underutilized or that is not being operated for its intended purpose. This underutilized equipment and vehicles will be returned to the Commission at a specified location at a mutually agreeable time. Reimbursement of any equity or interest of the Grantee will be made after another party has assumed the obligations under the terms and conditions of this Agreement or disposal of said items by sale has occurred. The Commission shall make the sole determination of the Grantee's interest and reimbursement. As determined by the Commission, failure to satisfactorily utilize vehicles and equipment which are leased with Project funds shall be sufficient cause for non-payment by the Commission as provided in Paragraph 8.25. 14.73 Disposal of Purchased Project Equipment: The Grantee must request written approval from the Commission prior to disposing of any equipment purchased or financed in whole or in part pursuant to this Agreement, including vehicles, during its useful life, for any purpose. Proceeds from the sale of purchased project equipment and vehicles shall be documented in the project file(s) by the Grantee. With the approval of the Commission, these proceeds may be re-invested for any purpose which expands transportation disadvantaged services for the non-sponsored. If the Grantee does not elect to re-invest for purposes which expand transportation disadvantaged services, the gross proceeds from sale shall be refunded to the Commission in the same participation percentage ratios as were used to fund the original purchase. 14.74 Property of the Agreement: The purchase of all vehicles and equipment financed in whole or in part pursuant to this Agreement shall be undertaken by the Grantee on behalf of the Florida Commission for the Transportation Disadvantaged in accordance with State regulations and statutes. Title to any vehicle purchased with Project funds shall be in the name of the Grantee, subject to lien in favor of the Commission. The Commission will relinquish all interest in the vehicles and equipment when it has reached the end of its useful life and the vehicles or equipment are taken out of service. At this time the Commission will satisfy its lien of record provided that the proceeds from disposal are put back into providing expanded transportation disadvantaged services for the non-sponsored. 15.00 Plans and Specifications: In the event that this agreement involves the purchasing of capital equipment or major components thereof, upon the Commission's request the Grantee shall submit to the Commission, certification that all such equipment meets or exceeds the requirements as identified in Exhibit "A" . Failure to abide by this requirement shall be sufficient cause for nonpayment by the Commission as provided in Paragraph 8.23. 16.00 Contractual Indemnity: To the extent permitted by law, the Grantee shall indemnify, defend, save, and hold harmless the Commission and all their officers, agents or employees from all suits, actions, claims, demands, and liability of any nature whatsoever arising out of, because of, or due to breach of the agreement by the Grantee or its subcontractors, agents or employees or due to any negligent act, or occurrence of omission or commission of the Grantee, its subcontractors, agents or employees. Neither the Grantee nor any of its agents will be liable under this article for damages arising out of injury or damage to persons or property directly caused or resulting from the sole negligence of the Commission or any of their officers, agents or employees. The parties agree that this clause shall not waive the benefits or provisions of Section 768.28, Florida Statutes or any similar provision Form Rev. 7/1/98 Page 11 of 17 Pages of law. Notwithstanding the foregoing, pursuant to Section 768.28, Florida Statutes, no agency or subdivision of the state shall be required to indemnify, insure, or assume any liability for the Commission's negligence. 17.00 Appropriation of Funds: 17.10 The State of Florida's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the Legislature. 17.20 Multi-Year Commitment: Whereas the Commission is created in the Florida Department of Transportation (Department) and assigned to the Secretary of the Florida Department of Transportation for administrative and fiscal accountability purposes; in the event this agreement is in excess of $25,000 and has a term for a period of more than one year, the provisions of Section 339.135(7)(a) and Section 287.058, Florida Statutes, are hereby incorporated: The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection shall be null and void, and no money may be paid on such contract. The Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for .periods exceeding one year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years; and this paragraph shall be incorporated verbatim in all contracts of the Department which are for an amount in excess of twenty-five thousand dollars and having a term for a period of more than one year." In the event that this Agreement is for more than one year, this Agreement may be renewed on a yeafly basis for a period of up to 2 years after the initial Agreement or for a period no longer than the term of the original Agreement, whichever period is longer, on the condition that renewals shall be contingent upon satisfactory performance evaluations by the Grantee and is subject to the availability of funds. The Commission's performance and obligation to pay under any multi-year Agreement is explicitly contingent upon an annual appropriation by the Legislature. 18.00 Expiration of Agreement: The Grantee agrees to complete the Project on or before June 30, 1999 . If the Grantee does not complete the Project within this time period, this agreement will expire unless an extension of the time period is granted to the Grantee in writing by the Chairperson of the Commission for the Transportation Disadvantaged or designee. Expiration of this agreement will be considered termination of the Project and the procedure established in Article 9.00 of this agreement shall be initiated. For the purpose of this Article, completion of project is defined as the latest date by which services may have been provided or equipment funds may have been expended or obligated under a purchase order, as provided in the project description (Exhibit "A"). Unless otherwise extended by the Commission, all reimbursement invoices must be received by the Commission no later than 90 days after the expiration date of this agreement. 19.00 Agreement Format: All words used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders. Form Rev. 7/1/98 Page 12 of ! 7 Pages 20.00 Execution of Agreement: This agreement may be simultaneously executed in a minimum of two counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one in the same instrument. 21.00 Vendors Rights: Vendors (in this document identified as Grantee) providing goods and services to the Commission will receive payments in accordance with section 215.422, Florida Statutes. Upon receipt, the Commission has five (5) working days to inspect and approve the goods and services unless the bid specifications, purchase order or contract specifies otherwise. The Florida Department of Transportation has 20 days to deliver a request for payment (voucher) to the Department of Banking and Finance. The 20 days are measured from the latter of the date the invoice is received or the goods or services are received, inspected, and approved. If a payment is not available within 40 days after receipt of the invoice and receipt, inspection and approval of goods and services, a separate interest penalty per day (as defined by Rule) will be due and payable, in addition to the invoice amount to the Grantee. The interest penalty provision applies after a 35 day time period to health care proriders, as defined by rule. Interest penalties of less than one (1) dollar will not be enforced unless the Grantee requests payment. Invoices which have to be returned to a Grantee because of vendor preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Commission. A Vendor Ombudsman has been established within the Commission of Banking and Finance. The duties of this individual include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from the Commission. The Vendor Ombudsman may be contacted at (850) 488-2924 or by calling the State Comptroller's Hotline, 1-800-848-2924. Form Rev. 7/1/98 Page 13 of 17 Pages FM/JOB NO(S). 20724648401 CONTRACT NO. AH 151 AGREEMENT DATE. IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written. ~yTEE o!li~ ~/ / CHAIRPERSON OR DESIGNEE co ,,ss,o TRANSPORTATION DISADVANTAGED TITLE: ATTEST. (SEAL) NOTARY ATTEST: (SEAL) TITLE: '772~' ~ ~: C,0unty Atf6rney D · '; , ~ DATE F~D~G APPROVED BY COMPTROLLER , ',~-iST: ' (SEE ATTACHED ENC~B~NCE VO~ .;" ~" ': ~ - C E RK DEPARTMENT OF T~NSPORTATION) Attest as t0;:' Chatman' s ',,~ Form Rev. 7/1/98 Page 14 of 17 Pages FM/JOB NO(S). 20724648401 CONTRACT NO. AH15 1 EXHIBIT "A" PROJECT DESCRIPTION AND RESPONSIBILITI]ES EMERGENCY GRANT This exhibit forms an integral pan of that Grant Agreement, dated ,19 ., between the State of Florida, Commission for the Transportation Disadvantaged and. Collier County Board Of County Commissioners, 3301 Tamiami Trail East, Naples, Florida 34112 PROJECT LOCATION: Collier County PROJECT DESCRIPTION: To provide assistance for non-sponsored transportation services in accordance with the Transportation Disadvantaged Trust Fund in Chapter 427, Florida Statutes, Rule 41-2, Florida Administrative Code, Commission policies, and the Emergency Fund Directives. Services shall be provided and equipment, including vehicles, will be utilized through a coordinated transportation system which has a Memorandum of Agreement in effect, as set forth in Chapter 427, Florida Statutes and Rule 41-2, Florida Administrative Code. Trips shall be purchased at the fares indicated in the approved service plan pursuant to Rule 41-2, Florida Administrative Code. Capital equipment will consist of: None SPECIAL CONSIDERATIONS BY GRANTEE: 1. All project equipment or vehicles shall meet or exceed the applicable criteria set forth in the Florida Department of Transportation's equipment specifications, "Guidelines for Acquiring Vehicles" dated October 1993 (or as updated), "Part 1, Bid Documents," dated July 1995 (or as updated), and "Part 2, Specification Guidelines for Specialized Vehicles," dated July 1993 (or as updated), or criteria set forth by any other federal, state, or local government agency. SPECIAL CONSIDERATIONS BY COMMISSION: Form Rev. 7/1/98 Page 15 of 17 Pages FM/JOB NO(S). 20724648401 CONTRACT NO. AH151 EXHIBIT "B" PROJECT BUDGET AND CASH FLOW This exhibit forms an integral part of that certain Grant Agreement between the Florida Commission for the Transportation Disadvantaged and Collier County_ Board of County Commissioners, 3301 Tamiami Trail East, Naples. Florida 34112 dated I. PROJECT COST: Estimated Project Cost shall conform to those eligible Costs as indicated by Chapter 427, Florida Statutes, Rule 41-2, Florida Administrative Code, the most current Commission policies and the Application and the approved Emergency Funds Directives. Trips shall be purchased at the fares indicated in the approved service plan pursuant to Rule 41-2, Florida Administrative Code. Non-sponsored Trips $39,280.00 TOTAL $39,280.00 II. SOURCE OF FUNDS: Commission for the Transportation Disadvantaged State Funds $ 35,352,00 Local Cash Funds $ 3.928.00 Voluntary Dollar Contributions $ 0.00 Monetary Value of In-Kind Match $ 0.00 Total Project Cost $ 39.280,00 III. DISBURSEMENT SCHEDULE OF COMMISSION (State) FUNDS ( $ x 1000) Jui Aug Sep Oct Nov Dec Jan Feb. Mar Apr May Jun. FY 98/99 27.9 7.5 FY 99/00 Form Rev. 7/1/98 Page 16 of 17 Pages FM/JOB NO. 20724648401 CONTRACT NO. AH15 1 EXHIBIT "C" EMERGENCY GRANT This exhibit forms an integral part of that certain Grant Agreement between the Florida Commission for the Transportation Disadvantaged and Collier County Board of County Commissioners, 3301 Tamiami Trail East, Naples, Florida 34112 dated THE GRANTEE SHALL RETAIN AND/OR SUBMIT THE FOLLOWING REQUIRED DOCUMENTS AND CERTIFICATIONS: DOCUMENTS; Submit invoices for goods and services, with detailed supporting documentation, in detail sufficient for a proper preaudit and postaudit thereof. Retain, and upon request, submit drivers' manifests, with supporting detailed documentation, in detail sufficient for a proper preaudit and postaudit thereof. CERTIFICATIONS: Certification of Equivalent Service in accordance with the Commission's policy on the acquisition of vehicles as it pertains to the Americans with Disabilities Act of 1990, as amended. Said certification shall accompany any reimbursement request for vehicles and shall use the Commission approved format. THIRD PARTY CONTRACTS: The Grantee must certify to all third party contracts pursuant to Section 12.10 except that written approval is hereby granted for: 1. Contracts furnishing contractual services or commodities from a valid State or inter-governmental contract including the Memorandum of Agreement and Transportation Disadvantaged Service Plan as set forth in section 287.042(2), Florida Statutes, and in Rule 41-2, Florida Administrative Code. 2. Contracts furnishing contractual services or commodities less than $15,000. 3. Contracts for consultant services less than $5,000. Form Rev. 7/1/98 Page 17 of 17 Pages EXHIBZT D FLORIDA COMMISSION FOR THE DECLARATION OF EMERGENCY This ORDER of the Executive Director of the Commission for the Transportation Disadvantaged is made and DECLARED pursuant to the provisions of Rule 41-2, Florida Administrative Code, whereby a condition of emergency for the handling of transportation services for the transportation disadvantaged is found to exist. WHEREAS, the Community Transportation Coordinator for Collier County, Good Wheels, Inc., resigned effective April 2, 1999; and, WHEREAS, not having a Community Transportation Coordinator for Collier County will result in a substantial denial of transportation to the transportation disadvantaged; and, WHEREAS, it is vital to the public health, safety and welfare of the transportation disadvantaged within this area to have access to life-sustaining transportation opportunities as quick as possible; and, NOW THEREFORE, it is determined that an emergency in regard to the provision and availability of transportation services to the transportation disadvantaged does exist and that delay in effecting the provision or arrangement of such services will be detrimental to transportation disadvantaged citizens. IT IS ORDERED, in accordance with the Commission for Transportation Disadvantaged Emergency Fund Directires, that the Commission for the Transportation Disadvantaged hereby designates the Collier County Board of County Commissioners to serve as the Community Transportation Coordinator for Collier County, effective April 2, 1999. The Commission for the Transportation Disadvantaged authorizes Southwest Florida Regional Planning Council and the Collier County Board of County Commissioners to take custody of any capital equipment purchased by Good Wheels, Inc., with Transportation Disadvantaged Trust Funds. The Commission for the Transportation Disadvantaged authorizes Southwest Florida Regional Planning Council and the Collier County Board of County Commissioners to take custody of any documents regarding contractual matters with the Commission for the Transportation Disadvantaged, client records, financial records, program records and every other document required under such contracts ~or under State regulations. IT IS ALSO ORDERED, in accordance with the Commission for the Transportation Disadvantaged Emergency Fund Directires, that Commission for the Transportation Disadvantaged Emergency Funds be available to Collier County Board of County Commissioners, serving as the Community Transportation Coordinator for Collier County for the provision of transportation services. This Emergency Declaration and Order is effective immediately and shall remain in effect until otherwise authorized by the Commission for the Transportation Disadvantaged. DONE AND ORDERED this4~day of April 1999. Executive Director Commission for the Transportation Disadvantaged Executive Secretary .,,:~;?.?~,~Eri. K. 5cheper$ MY COMMISSION # CC70OBtl EXPIRE" December 27, 2001 APR- 2 1999 SAMAS Approp: 088846 Fund: TDTF FM/Job No(s).: 20724618401 SAMAS Obj.: 790056 Function: 035 Org Code: 55 12 00 00 952 Contract No.: AH039 Vendor No.: 596000558017 FLORIDA COMMISSION FOR THE TRANSPORTATION DISADVANTAGED SUPPLEMENTAL GRANT AGREEMENT THIS AGREEMENT, made and entered into this 'c~-h day of ~',9c~ 19 cqC/, by and bet~veen the STATE OF FLORIDA COMMISSION FOR THE TRANSPORTATION DISADVANTAGED, created pursuant to Chapter 427, F.S., hereinafter called the Commission and Collier County Board of County Commissioners~ 3301 Tamiami Trail East. Naples? Florida 34112 hereinafter called the Agency. WITNESSETH: WHEREAS, the Commission and the Agency heretofore on the April 13. 1999 _. entered into a Grant Agreement; and WHEREAS, the Commission desires to participate in all eligible items of development for this project as outlined in the attached Amended Exhibit(s) B NOW, THEREFORE, THIS INDENTURE WITNESSETH: that for and in consideration of the mutual benefits to flow from .each to the other, the parties hereto ~gree that the above described Grant Agreement is 16 be amended and supplemented as follows: 1.00 Purpose of Agreement: The purpos_e of the agreement is not changed. 2.00 Accomplishment of the Project: The accomplishment of the project is not changed. Article 3.00 of said Agreement is increased by $.__LS.~2D.A~0__ bringing the revised estimated total cost of the -- _ project to $.IL%12.Q.d]~L__. - .- - Article 4.00 of said Agreement is increased by $ 14.148,1X1 bringing the Commission's revisod shar~ in the project to 3.00 Exhibit(s) B of said Agreement is (are) replaced by Amended Exhibit(s) B respectively and which is (are) attached hereto and made a part hereof. EXCEPT as hereby modified, amended or changed, all other terms of the Agreement dated April 13. 1999 shall remain in full force and effect. Form Rev. 7/1/98 Page I of 3 APR- 2 1999 FM/Job No(s).: . 20724618401 CONTRACT NO.. AM0~ AGREEMENT DATE ~.~ ~, |q Qq IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written. AGENCY: Collier County BCC BY:: PAMELA S. ~C ' KIE COMMISSION FOR TI~ TRANSPORTATION DISADVANTAGED T1TLB: CHAIRWOMAN T_~~ ~TTES , (SEAL) : _ "",~:~,l~:~,,,~Z''' mNdEDll4R~JTROYFAaN FLSU~I :,.: = -_ -_. DATE FUNDING APPROVED BY COMPTROLLER- (SEE ATTACHED ENCUMBRANCE FORM _ DEPARTMENT OF TRANSPORTATION) Form R~v. 7/1/98 Page 2 of 3 APR- 2 999 FMLIOB NO(S). CONTRACT NO. EXHIBIT "B" PROJECT BUDGET AND CASH FLOW 23724618401 This exhibit forms an integral part of that eerlain Grant Agreement between the Florida Commission for the Transportation Disadvantaged and Collier County_ Board of County Commissioners. 3301 Tamiami Trail East. Naples, Florida ~4112 dated. ~'XOc~C ~..~, ~cIC4C~ L PROJECT COST: F_.~dmalexl Project Cost mall conform to those eligible Costs as indicated by Chapter 427, Florida Statutes, Rule 41-2, Florida AdmlnLqtrative Code, the most current Commission policies and the Application and Policy Manual for the Trip & Equipment 'Grant for non-sponsored trips and/or capital equipment as revised on April 20, .1998. Trips shall be purchased at the fares indicated in the approved service plan pursuant to Rule 41-2, Florida Administrative Code. Non-sponsored Trips $119,120.00 He TOTAL SOURCE OF FUNDS: Commission for the Transportation Disadvantaged State Funds (no more than 9O%) _ Local Cash Funds ~u_lJ...9.12.1~ Voluntary Dollar Contributions $ 0.00 Monetary Value of In-Kind Match $ 0.00 Total Project Cost - ~ $119,120.00 m.. DISBURSEMENT SCHEDULE OF COMMISSION (State) FUNDS ( $ x 1000) Jul Aug Sep Oct Nov Dec Jan Feb. Mar FY 98199 FY 991OO Apr May lun. 35.736 35.736 35.736 Form Rev. 7/1/98 Page 3 of 3 April 2, 1999 There bein9 no further business for the good of the County, the meeting was adjourned by order of the Chair at 3:07 p.m. ATTEST: ' 'DWIGHT E. BROCK,. CLERK Thes~"..~inut~/approved by the Board on As presented A// or as corrected BOARD OF COUNTY COMMISSIONERS BOARD OF ZONING APPEALS/EX OFFICIO GOVERNING BOARD (S) OF SPECIAL DISTRICTS UNDER ITS C~NTROL TRANSCRIPT PREPARED ON BEHALF OF GREGORY COURT REPORTING SERVICE, INC., BY CHERIE' R. LEONE, NOTARY PUBLIC Page 13