Okaloosa County BOCC — May 20, 2014 — Caring Heart contract 2014 for BCC — reading text

paJticipants or employees in violation ofthe above statutes, regulations, guidelines, and standards. In the event of failure to comply, the Agency/Operator agrees that the Coordinator 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. J. Agency/Operator's obligation to indemnify, defend, and pay for the defense or at the Coordinator's option, to participate and associate with the Coordinator in the defense and trail of any claim and any related settlement negotiations, shall be triggered by the Coordinator's notice of claim for indemnification to the Agency/Operator. Agency/Operator's inability to evaluate liability or its evaluation ofliability shall not excuse the Agency/Operator's duty to defend and indemnify within seven days after such notice by the Coordinator is given by registered mail. Only an adjudication or judgement after the highest appeal is exhausted specifically finding the Coordinator solely negligent shall excuse performance ofthis provision by the Agency/Operator. Agency/Operator shall pay al\ costs and fees related to this obligation and its enforcement by the Coordinator. The Coordinator's failure to notify Agency/Operator of a claim shall not release Agency/Operator of the above duty to defend. K Comply with all standards and perfOlmance requirements of the: I. The Commission for the Transportation Disadvantaged (Attachment II); 2. The local Coordinating Board approved Transportation Disadvantaged Service Plan and; 3. Any entities that purchase service. StllldAr,t Coordlnntlon/Operator Contract form· July 1997 Sofl0  Failure to meet the requirements or obligations set forth in this Contract, 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 Coordinator. L. Provide Corrective Action. A corrective action notice is a written notice to the Agency/Operator that the Agency/Operator is in breach of celtain provisions of this Contract and that correction is required. Any corrective action notice will specify a reasonable time for corrective action to be completed. The Agency/Operator agrees to implement the Corrective Action specified in the notice and provide written documentation to substantiate the implementation of the Corrective Action. M. All contracts, subcontracts, coordination contracts will be reviewed annually by the Coordinator and local Coordinating Board for conformance with the requirements of this Contract. N. Return to the Coordinator any overpayments due to unearned funds or funds disallowed pursuant to the terms of this Contract that were disbursed to the Agency/Operator by the Coordinator. The Agency/Operator shall return any overpayment within thirty (30) calendar days after either discovery by the Agency/Operator, or notification of the Agency/Operator by the Coordinator or entity purchasing transportation, whichever is earlier. In the event that the Coordinator first discovers an overpayment has been made, the Coordinator will notify the Agency/Operator by letter of such a finding. Should repayment not be made in a timely manner, the Coordinator or purchasing entity will charge interest after thilty (30) calendar days after the date of notification or discovery, or the Coordinator will deduct said amount from future invoices. O. In performing this Contract, the Agency/Operator shall not discriminate against any employee or applicant for employment because of 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 payor other forms of compensation; and selection for training, including apprenticeship. The Agency/Operator 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 Contract, except contracts for the standard commercial supplies or raw materials, and shall require all such contractors to inselt a similar provision in subcontracts relating to the performance ofthis Contract, except subcontracts for standard commercial supplies or raw materials. The Agency/Operator shall post, in conspicuous places available to employees and SlIl.IIdllrd Coordlnation/O(ICrlltor Contrlltt .,'orln . July 1997 6oflO  applicants for employment for Project work, notices setting forth the provisions of the nondiscrimination clause. P. By execution ofthis Contract, the Agency/Operator 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. Funds disbursed to the Agency/Operator under this Contract shall not be expended for the purpose of lobbying the Legislature, the judicial branch, or a state agency. THE COORDINATOR SHALL: A. Recognize the Agency/Operator as described in Chapter 427, F.S., and Rule 41-2, F.A.C. B. Insure that entities with transportation disadvantaged funds will purchase transportation-disadvantaged services through the coordinated system. C. At a minimum, annually monitor the Agency/Operator for insurance, safety and reporting requirements, pursuant to Chapter 427, F.S., and Rule 41-2, F.A.C. The information contained in the Annual Operating Report must be collected, at a minimum, quarterly from the Agency/Operator. THE OPERATOR AND COORDINATOR FURTHER AGREE: A. Nothing in the Contract shall require the Coordinator to observe or enforce compliance with any provision thereof, perform any other act or do any other thing in contravention of any applicable state law. If any provision of the Contract is found by a court oflaw to violate any applicable state law, the purchasing entity will at once notifY the Coordinator in writing in order that appropriate changes and modification may be made by the Coordinator and the Agency/Operator to the end that the Agency/Operator may proceed as soon as possible with the provision of transportation services. B. If any part or provision of this Contract is held invalid, the remainder of this Contract shall be binding on the parties hereto. C. Termination Conditions: I. Termination at Will - This Contract may be terminated by either party upon no less than thirty (30) days notice, without cause. Said notice shall be delivered by certified mail, return receipt required, 01' in person with proof of delivety. Stllnlhlfd Coordlnailol\lOpcrlltor Conlrllci Ilofm - July 1997 70f10  2. Termination due to Lack of Designation - In the event that the Coordinator so designated by the local Coordinating Board and approved by the Commission, loses its designation, this contract is terminated immediately upon notification to the Agency/Operator. Notice shall be delivered by certified mail, return receipt requested, or in person, with proof of delivery. Notice shall be effective upon receipt. 3. Termination due to Disapproval of Memorandum of Agreement - In the event that the Commission does not accept and approve any contracted transportation rates listed within the Memorandum of Agreement, this Contract is terminated immediately upon notification to the Agency/Operator. Notice shall be delivered by certified mail, return receipt requested, or in person, with proof of delivery. Notice shall be effective upon receipt. 4. Termination due to Lack of Funds -In the event funds to finance this contract become unavailable, the Coordinator may terminate the contract with no less than twenty-four (24) hours written notice to the Agency/Operator. Notice shall be delivered by certified mail, return receipt requested, or in person, with proof of delivery. Notice shall be effective upon receipt. The Coordinator shall be the final authority as to the availability of funds. 5. Termination for Breach - Unless the Agency/Operator's breach is waived by the Coordinator in writing, the Coordinator may, by written notice to the Agency/Operator, terminate this Contract upon no less than twenty-four (24) hours notice. Notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. Waiver by the Coordinator of breach of any provision of this Contract 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 Contract, and shall not act as a waiver or estoppel to enforcement of any provision of this Contract. The provisions herein do not limit the Coordinator's right to remedies at law or to damages. 6. Upon receipt ofa notice oftermination of this Contract for any reason, the Agency/Operator shall cease service and prepare all final reports and documents required by the terms of this Contract. A final invoice shall be sent to the Coordinator within thirty (30) days after the termination of this Contract. D. Renegotiations or Modifications of this Contract shall only be valid when they have been reduced to writing, duly approved by the Coordinator, and signed by both parties hereto. SIMdllrd CnordlnlltionlOpcrator Conlrlu:1 (form· July 1997 8oriO E. Agency/Operator shall assign