Item O02
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: January 28,2009
Bulk Item: Yes No
Division: County Attorney
Staff Contact Person: Suzanne Hutton
AGENDA ITEM WORDING:
Direction re RFP for air ambulance services.
ITEM BACKGROUND:
At the December 8, 2008 special meeting, Mayor Pro Tern Murphy inquired as to the
status of an RFP, and indicated that the BOCC should give direction regarding this
matter. Commissioner DiGennaro asked that it be brought back as an agenda item so that
the commissioners would have time to consider the matter before making a decision.
Research of the meetings back to 2006 do not reflect a definitive direction from the
BOCC in this matter subsequent to efforts in the 2004 fiscal year to seek such service.
There was discussion at the May, 2007 regular meeting which indicated to the County
Attorney's Office that staff would probably be directed to prepare an RFP, and a rough
draft was prepared. However, a review of the meetings has not shown a direction from
the BOCC to actually go through the RFP process.
PREVIOUS RELEVANT BOCC ACTION: 2/15/2006 approval to purchase a
helicopter to replace the aging TraumaStar helicopter. 7/19/06 approval of IS-year air
ambulance agreement with Global Sky Aircharter, wholly owned by Sheriff. 2/21/07
BOCC request of Administrator for a report on the revenue stream. 12/19/07 approval of
an amendment to allow Sheriff to find another billing and collection agent.
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATIONS:
TOTAL COST:
COST TO COUNTY:
INDIRECT COST:
REVENUE PRODUCING: Yes
BUDGETED; Yes No X
SOURCE OF FUNDS:
No AMOUNTPERMONTH_ Year
APPROVED BY:
County Atty ~ OMBlPurchasing _
Risk Management _
DOCUMENTATION: Included _ Not Required_
DISPOSITION:
AGENDA ITEM #
Revised
070506
AIR AMB~LANCE AGREEMENT
THIS AIR AMBULANCE AGREEMENT (hereinafter, the "Agreement"). made and entered into
this J.9....... day of July. 2006. by and between MONROE COUNTY, a political subdivision of the State
of Florida, United States of America eUSAj, with principal offices located at1100 Simonton Street, Key
West. Florida 33040, USA (hereinafter referred to as the "County"); and MONROE COUNTY
SHERIFF'S OFRCE, a legal subdivision of the State of Florida USA, with offices at 5525 College
Road, Key West, Florida 33040, USA (hereinafter referred to as the "Sheriffj; and GLOBAL SKY
AIRCHARTER CORPORATION. a Florida USA corporation, with offices at 5525 Cottege Road, Key
West. Florida 33040, USA (hereinafter referred to as "Globaq (collectively, hereinafter, the County,
Sheriff and Global, shan be referred to as the "Parties").
WITNESSETH:
WHEREAS, County intends, by and through this Agreement, to enter into an arrangement for
the provision of rapid air transport of critically injured or critically ill patients with appropriate on--board
medical support to medical facilities outside Monroe County (collectively, "EMS Air Operation") a more
detailed description of which is attached hereto as Exhibit A; and
WHEREAS, the Parties intend, by and through this Agreement, to ctarify certain economic,
billing and collection procedures for the EMS Air Operation and related professional services
(collectively, the "Economic Administrationj between the Sheriff, Global and County; and
WHEREAS, collectively, the EMS Air Operation and the Economic Administration shalf be
referred to as the "Project"; and
WHEREAS, in order to facilitate the Project the County and Sheriff acquired a 1981 Sikorsky
model 8-76A helicopter, manufacturer's serial number 760197, registered with the USA's Federal
Aviation Administration t'FAAj as N322lF (pending registration change to N911FK) (the "Helicopter"),
which Helicopter power-plant has been converted to the S-76A++ configuration, and inckJdes a full
EMS Air Operation interior, and its attached engines and rotors, books, Jogs, tags, maintenance
records and loose equipment related thereto in the Sheriffs possession (collectively, the "Aircraft");
and
WHEREAS, the Aircraft is registered by the FAA to the Sheriff; and
WHEREAS, Global is wholly owned and controlled by the Sheriff, and Global is fully licensed by
the FAA in orderforGlobaJ and the Sheriff (collectively, hereinafter the Sheriff and Global shall be
referred to as the "Contractor") to operate 1he Aircraft on an on-demand charter basis for said Project
and EMS Air Operation pursuant to Title 14 of the Code of Federal Regulations ("CFR") at 14 CFR Part
135 (the "Part 135 Certificate"); and
WHEREAS, the Contractor represents that it is capable and prepared to provide such EMS Air
Operation and to facilitate the Project for the County, by and through use of the Part 135 Certificate;
and
WHEREAS, the County represents that it is capable and prepared to provide certain Economic
Administration, as further defined in this Agreement.
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NOW THEREFORE. in consideration of the promises contained herein, the parties hereto
agree as follows:
ARTICLE 1 - RECITALS & EFFECTIVE DATE
1.1 The foregoing preliminary statements are true and correct and are incorporated herein
and made a part of this Agreement
1.2 The effective date of this Agreement shall be after the approval of County Board of
County Commissioners and effective for a fifteen (15) year tenn from July 19t 2006 through July 18,
2021.
1.3 County's performance and obligation to pay under this Agreement is contingent upon
an annual appropriation by the Board of County Commissioners.
ARTICLE 2 . SERVICES TO BE PERFORMED BY CONTRACTOR
2.1 ContractorwilJ provide any and all services to County relative to EMS Air Operations
relative to this Project, in order that County residents and visitors within Monroe County may be able to
benefit from access to the Aircr~ and in order for County EMS Personnel (as defined in paragraph
3.1 below) and Contractor to provide for both emergency relocation for medical purposes and
treatment, and inter-facility transport of patients for medical purposes (collectively, the "Contract
ServicesD).
2.2 Contractor will fully cooperate with County in order to establish and facilitate Contractor
Billing (as defined in paragraph 3.2 below).
2.3 Additional work in excess of Contract Services and Contractor Billing may be issued in
the form of a work. order ("Supplementary WO"). Each Supplementary WO will set forth a specific
scope of seTVices, amount of compensation, de1iverables and completion date and shan be subject to
the approval of County.
2.4 Except for Contract Services and Contractor Billing Contractor shall perform no
additional services until any applicable Supplementary WO is obtained from County and
countersigned by the Contractor.
2.5 County acknowledges that Global's Part 135 Certificate is subject to strict adherence to
the CFR's and other FAA rules and regulations relative to the Part 135 Certificate ("Part 135 Rules"),
and thus this Project, the Contract Services, and Supplementary WO's (if any) will at all times be
subject to these Part 135 Rules, and when 1I1e intent of this Agreement and the Project contradict
these Part 135 Rules said Part 135 Rules shall prevail.
2.6 County further acknowledges that Contract Services are subject to strict adherence to
the Florida Administrative Code ("FACD), particularly Chapter 64E-2 of the FAC as relates to EMS Air
Operation (~FAC 64E.2 Rules"), and thus this Project, the Contract Services, and Supplementary WO's
(if any) will at all times be subject to these FAC 64E-2 Rules, and when tile intent of this Agreement
and the project contradict these FAC 64E-2 Rldes said FAC 64E-2 Rules shall prevail.
2.7 County additionally acknowledges that, pursuant to the requirements of the FAA and the
CFR's, the Sheriff and Global shall enter into a lease by and between Sheriff as owner of the Aircraft,
and Global as operator of the Aircraft for this Project (the "FAA Lease").
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2.8 The Parties acknowledge that the FM Lease, as well as other FAA documentation
issued pursuant to the Part 135 Certificate, shaIr give fuU command and control of the Aircraft, during
any and all operations thereof. including all operations relative to 1he Project, to the FAA approved
Global personnel and to Global itself ("Global Command and Control").
2.9 Contractor shall furnish all flight crew and maintenance personnel (or coordinate third
party maintenance. as approved by the FAA), in order to affect Global Command and Control and in
order to accomplish the EMS Air Operation.
ARTICLE 3 - COUNTY'S RESPONSIBILITIeS
3.1 County shall furnish. at its sole cost. as provided in the annual budget and amendments
thereto, all emergency medical service personnel in order to facilitate the Project and in order to
accomplish the medical and medical transport aspects of the EMS Air Operation (the "COunty EMS
Personner).
3.2 County to formulate. establish and administer a billing and collection procedure to users
of the Contract Services (and/or their medical insurance providers) in order that County can, to the
maximum extent possible, be reimbursed in whole or in part for said Contract Services (the "Contractor
Billingj. Such Contractor Billing procedures are subject to certain requirements of the Part 135
Certificate, and thus the Parties will cooperate with one another in order to affect Contractor Bilting in
compliance with the CFR's, Part 135 Rules and FAC 64E-2 Rules ("Billing Requirements").
Notwithstanding these Billing Requirements, all revenue derived from said Billing Requirements shall
be deemed the property and entitlement of the County ("Part 135 Receivables").
3.3 The cost of the EMS Air Operation (and the cost of County EMS Personne4) shall be
bome by County pursuant to the budget as provided in Section 3.1 above, with credits devolving from
Part 135 Receivables credited thereto.
3.4 County shall, during the term of this Agreement, provide all appropriate administrative
support, including but not limited to the staffing and equipment and any independent contract billing
agency to provide for the billing of services,_ to the Project and Contract Services as deemed
reasonable by the Parties.
3.5 County shall not enter into any other agreement for rapid air transport of critically
injured or critically ill patients to appropriate medical facilities [air ambulance services] without the
express written permission of the Contractor.
3.6 County shall be responsible for engaging any third party collection service for
uncoUectible accounts for Part 135 Receivables.
3.8 County shall comply and cooperate with Contractor in all matters to ensure proper
compliance with all Federal, State and local taws rules and regulations as applicable to the Contract
Services.
3.9 County shall take no action to in any way interfere with the Federal requirements
relative to Global Command and Control.
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3.10 As affirmed in paragraph 1.3 above. County's performance and obligation to meet the
requirements of this Section 3 is contingent upon an annual appropriation by the Board of County
Commissioners.
ARTICLE 4 - STANDARD OF CARE
Contractor shall exercise the same degree of care, skill, and diligence in the performance of Contract
Services as is ordinarily provided by any provider of similacservices for local governments in South
Florida.
ARTICLE 5 - CONTRACTOR STATUS
5.1 The Sheriff and the County are both sub-divisions of the State of Florida, and are thus
subject to the same sovereign status afforded other Florida state entities.
5.2 Global, as an entity wholly owned by the Sheriff, is further subject to the same
sovereign status as a Florida state entity.
5.3 Contractor shall appoint County as authorized agent of the Contractor, to the extent
necessary to fulfill Contractor Billing under this Agreement, to exea.rte the foflowing types of standard
forms and correspondences: (8) Probate filings. (b) letters to patients or their representatives relative
to account payment, (e) forms verifying the tax-exempt status of the Parties. (d) insurance filings and
related forms, and Cd) any and all other doCuments necessary in order for County to bill and collect
Project services.
5.4 The Contractor shall retain full control over the employment, direction. compensation
and discharge of all persons assisting in the performance of service by Global for the EMS Air
Operation. Contractor and Global shall be fully responsible for all matters relating to payment of their
employees, including compliance with Social Security. withholding tax and all other Jaws and
regulations goveming such matters related to the EMS Air Operation.
ARTICLE 6 - COMPLIANCE WITH LAWS
In performance of the Contract Services. the Parties wm comp\y with applicable CFR's. FAC's.
regulatory and other applicable requirements including federal. state, and local laws, rules regulations,
orders, COcIes, criteria and standards, particularly including Part 135 Rules and FAC 64E-2 Rules.
ARTICLE 1 - INSURANCE
During the perfonnance of the Contract Services under this Agreement, Contractor shall procure and
maintain the following insurance polices, and provide originals or certified copies of all policies, and
such coverage shall be written by an insurance company authorized to do business in Florida.
8.1 Aviation U8biUtv. The Contractor shall procure and maintain. for the life of this
Agreement, aviation liabir;ty insurance. This coverage shall be on an "Occurrencett basis. Coverage
shall include all aviation liability coverage reasonably available to commercial aircraft operators
contemplated in these Contract Services. This policy shall provide coverage for death, personal injury
or property damage that could arise directly or indirectly from the performance of this Agreement. The
minimum limits of coverage shall be US$25.000,OOO per occurrence, combined single 1imit for bodily
injury, liability and property damage liability. County Board of County Commissioners must be named
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as an additional insured. Thirty (SO) days written notice must be provided to County in the event of
cancellation.
8.2 Aviation Hull. The Contractor shall procure and maintain, for the life of the Agreement.
coverage for the value of the Aircraft, initially in the sum of US$4,OOO,OOO.OO, wi1h a deductible sum
not to exceed US$100,OOO.OO. The loss payee for this coverage shall be the Sheriff. This policy shall
be in the standard aviation fonn available in the industry for Part 135 Certificate holders and in
contemplation of the Contract Services, to include accidental damage, total destruction, theft, fire, and
related casuatties.
8.3 Supplemental Provisions
a. The insurance coverage and conditions afforded by the policies defined in this
Section shall not be suspended, voided, canceled or modified, except after 1hirty (30) days prior written
notice has been given to the County.
b. Certificates of Insurance meeting the specific required provision specified within
this Agreement shall be forwarded to the County and approved prior to the start of any work or the
possession of any County property or the commencement of Contract Services, as applicable.
C. The Contractor shall require each of its subcontractors to take out and maintain
during the life of said subcontract the same insurance coverage's required within this Agreement.
Each subcontractor shall furnish to the Contractor two copies of the Certificate of Insurance, and
Contractor shall furnish one copy of the certificate to County.
d. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation
of the County and the Contractor in this Agreement and the acquisition of any commercial liability
insurance coverage, self-insurance coverage, or local government liability insurance pool coverage
shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract
entered into by the County be required to contain any provision for waiver.
ARTICLE 9 - FORCE MAJEURE
Neither County nor Contractor shalt be considered to be in default of this Agreement if delays in or
failure of performance shall be due to uncontrollable forces, or force majeure, the effad: of which, by
the exercise of reasonable diligence, any of the non-performing Parties could not avoid. The tenn
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance
by a party of its obligations under this Agreement and which is beyond the reasonable control of the
non~performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning,
epidemic, war, riot, ciVil disturbance, sabotage, Ads of God and governmental actions. Neither party
shaU, however, be excused from performance if non-performance is due to forces which are
preventable. removable, or remediable and which the non-performing party could have. with the
exercise of reasonable diligence, prevented. removed, or remedied with reasonable dispatch. The
norr-performing party shall, within a reasonable time of being prevented or delayed from performance
by an uncontrollable force, give written notice to the other party describing the circumstances and
uncontrollable forces preventing continued performance of the obligations of this Agreement
ARTICLE 10 - GOVERNING LAW AND VENUE
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This Agreement shalt be governed by the laws of the State of Florida. Any and alllagsl action
necessary to enforce the Agreement will be held in Monroe County and the Agreement will be
interpreted according to the Jaws of Florida. In the event that any cause of action or administrative
proceeding is instituted for the enforcement or interpretation of this Agreement, the County and
Contractor agree that they will lie in the appropriate court or before the appropriate administrative body
in Monroe County, Florida. The County and Contractor agree that, in the event of conflicting
interpretations of the terms or a term of this Agreement by or between any of them the issue shatl be
submitted to mediation prior to the institution of any other administrative or legal proceeding.
ARTICLE 11 - MISCELLANEOUS
11.1 Non-waiver. A waiver by either County or Contractor of any breach of this Agreement
shall not be binding upon the waiving party unless such waiver is in writing and duly signed by the
Parties to this Agreement. In the event of a written waiver, such a waiver shall not affect. the waiving
part}ls rights with respect to any other or further breach. The making or acceptance of a payment by
either party with knowledge of the existence of a default or breadl shall not operate or be construed to
operate as a waiver of any subsequent default or breach.
11.2 ~Yerabilitv _ The invalidity, illegality. or unenforceability of any provision of this
Agreement, or the occurrence of any event rendeling any portion or provision of U1is Agreement void
or voidabae, shall in no way affect the validity or enforceability of any other portion or provision of the
Agreement. Any void or voidable provision shall be deemed severed from the Agreement and the
balance of the Agreement shall be construed and enforced as if the Agreement did not contain the
particular portion or provision held to be void. The Parties further agree to reform the Agreement to
replace any stricken provision with a valid provision that comes as close as possible to the intent of
the stricken provision. The provisions of this section shall not prevent'the entire Agreement from being
held void should a provision which is of the essence of the Agreement be detennined to be void by a
court of competent jurisdiction.
11.3 Contractor Records. The Parties shall maintain all books, records, and documents
direcUy pertinent to perfotmance under this Agreement in accordance with generally accepted
accounting principles consistenUy applied. Each of the Parties to this Agreement or their authorized
representatives shall have reasonable and timely access to such records of any other of the PartieS to
this Agreement for public records purposes during the term of the Agreement and for four years
following the termination of this Agreement. If an auditor employed by the County or Clerk
detennlnes that monies paid to Contractor pursuant to this Agreement were spent for purposes not
authorized by this Agreement, the Contractor shall repay the monies together With interest calculated
pursuant to Sec. 55.03, FS, running from the date the monies were paid to Contractor.
11.4 Authority. Each party represents and warrants to the other that the execution, delivery
and performance of this Agreement have been duly authorjzed by aU necessary County. Sheriff and
corporate action, as required by law.
11.5 Claims for Federal or State Aid. Contractor and County agree that each shall be, and
is. empowered to apply for, seek, and obtain federal and state funds to further the purpose of this
Agreement; provided Ulat all such applications, requests. grant proposam, and funding solicitations
shall be approved by each party prior to submission.
11.6 Adiudlcation of Disputes or Disaareements. County and Contractor agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer sessions between
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representatives of each of the PartiBs. If no resolution can be agreed upon within 30 days after the
first meet and confer session, the issue or issues shall be discussed at a pubfic meeting of the Boam
of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the Parties,
then any party shall have the right to seek such relief or remedy as may be provided by thiS
Agreement or by Florida law.
11.7 Bindina Effect. The terms, covenants, conditions. and provisions of this Agreement
shall bind and inure to the benefit of the County and Contractor and their respective legal
representatives. successors, and assigns.
11.8 Coooeration. In the event any administrative or legal proceeding is instituted against
any of the Parties relating to the fonnation, execution, performance. or breach of this Agreement,
County and Contractor agree to participate, to the extent required by the other party, in all
proceedings. hearings, processes, meetings, and other activities related to the substance of this
Agreement or provision of the services under this Agreement. County and Contractor specifically
agree that none of the Parties to this Agreement shan be required to enter into any arbitration
proceedings related to this Agreement
11.9 Nondiscrimination. County and Contractor agree that there will be no discrimination
against any person. and it is expressly understood that upon a determination by a court of competent
jurisdiction that discrimination has occurred. this Agreement automatically terminates without any
further action on the part of any party. effective the date of the court order. County or Contractor
agree to comply with all Federal and Florida statutes, and all local ordinances. as applicable. relating
to nondiscrimination. These include but are not limited to: 1) TiUe VI of the Civil Rights Act of 1964-
(PL 88-352) which prohibits diScrimination on the basis of race. color or national origin; 2) Title IX of
the Education Amendment of 1972, as amBnded (20 use 5S. 1881-1683, and 168~1686), which
prohibits discrimination on the basis of seX; 3) Section 504 of the RehabilitatiOn Act of 1973. as
amended (20 use s. 794). which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 USC 55. 6101-6107) which prohibits discrimination on the
basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92w255), as amended. relating
to nondiscrimination on the basis of drug abuse~ 6) The Comprehensive Alcohol Abuse and Alcoholism
Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616). as amended. relating to
nondiscrimination on 1I1e basis of alcohol abuse or alcohOlism; 7) The Public Health Service Act of
1912,55.523 and 527 (42 use 55. 69Odd-3 and 290ee-3), as amended, relating to confidentiality of
alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1966 (42 use s. et seq),
as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The
Americans with Disabilities Act of 1990 (42 use s. 1201 Note), as maybe amended from time to time,
relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13. Art. VI,
prohibiting discrimination on the bases of race, color, sex, religion, disabilfly, national origin, ancestry,
sexual orientation. gender identity or expression, familial status or age; and 11) any other
nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the
subject matter of, this Agreement.
11.10 Covenant of No Interesl Except for the relationships defined in Article 5 above,
County and Contractor covenant that neither presentJy has any interest, and shall not acquire any
interest, which would conflict in any manner or degree with its performance under this Agreement, and
that only interest of each is to perform and receive benefits as recited in this Agreement.
11.11 Code of Ethics. County ancl Sheriff agree that officers and employees of the County
and Sheriff recognize and wm be required to comply with the standards of conduct for public officers
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and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation;
misuse of public position, conflicting employment or contractual relationship; and disclosure or use of
certain information.
11.12 No SolicitationlP~ment. The Sheriff entered into a professional fees arrangement with
the Aviation Professionals Group in Fort lauderdale, Florida; and purchased the shares for Globa'
from the fanner shareholder thereof. Other than these arrangements the County and Contractor
wanant that, in respect to itself, it has neither employed nor retained any company or person. other
than a bona fide employee worKing solely for it. to solicit or secure this Agreement and that it has not
paid or agreed to pay any person, company, corporation, individual, or finn, other than a bona fide
employee working solely for it. any fee. commission, percentage, gift. or other consideration
contingent upon or resutting from the award or making of this Agreement For the breach or violation
of the provision. the Contractor agrees that the County shall have the right to terminate this
Agreement without liability and, at its disaetion, to offset from monies owed, or otherwise recover. the
full amount of such fee, commission, percentage, gift, or consideration.
11.13 Privilepes and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and Nles and pensions and relief, disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or employees of any
public agents or emplOyees of the County, vmen performing their respective functions under this
Agreement within the territorial limits of the County shall apply to the same degree and extent to the
performance of such functions and duties of such officers, agents, volunteers, or employees outside
the tenitOriallimits of the County.
11.14 leaal Obliaations and ResPOnsibilities: Non-Deleaation of Constitutional or Statutory
Duties. This Agreement is not intended to, nor shall rt be construed as, relieving any participating
entity from any obligation or responsibility imposed upon the entity by law except to the extent of
actual and timely performance thereof by any participating entity, in which case the performance may
be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended
to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of
the County, except to the extent pennitted by the Florida constitution, state statute, and case law.
11.15 Non--Reliance by Non-Parties. No person or entity shall be entitled to rely upon the
terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party daim or
entitlement to or benefit of any service or program contemplated hereunder, and the County and the
Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of
either shall have the authority to infonn, counsel, or otherwise indicate that any particular individual or
group of individuals, entity or entities, have entitlements or benefits under this Agreement separate
and apart, inferior to, or superior to the community in general or for the purposes contemplated in this
Agreement.
11.16 Attestations. Contractor agrees to execute such documents as the County may
reasonably require, to include a Public Entity Clime Statement, an Ethics Statement, and a Drug-Free
Workplace Statement.
11.17 No Personal Uabilitv. No covenant or agreement contained herein shalf be deemed to
be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or
her individual capacity, and no member, officer. agent or employee of Monroe County shall be liable
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personally on this Agreement or be subject to any personal liability or accountability by reason of the
execution of this Agreement
11.18 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.
11.19 Section Headinas. Section headings have been inserted in this Agreement as a matter
of convenience of reference only, and it is agreed that such section headings are not a part of this
Agreement and will not be used in the interpretation of any provision of this Agreement.
ARTICLE 12 -INTEGRATION AND MODIFICATION
Except for the FAA lease (to which the County is not a party), this Agreement is adopted by County
and Contractor as a final, complete and excfusive statement of the terms of the Agreement between
County and Contractor. This Agreement supersedes all prior agreements, contracts, proposals,
representations. negotiations, letters or other communications between County and Contractor
pertaining to the Contract SelVices, whether written or oral. The Agreement may not be modified
unless such modiflC8tions are evidenced by an amendment in writing signed by all the Parties.
ARTICLE 13 - SUCCESSORS AND ASSIGNS
County and Contractor each binds itself and its director. officers. partners, successors, executors.
administrators, assigns and legal representatives to the other party to this Agreement. Any
assignment. SClte. pledge or conveyance of this contract by ContractQr must be previously approved
in writing by County, whose consent will not be unreasonably withheld.
ARTICLE 14 - CONTINGENT FEES
Except as defined in paragraph 11.12 above. the Contractor warrants that it has not employed or
retained any company or person, other than a bona fide employee WOrking solely for the Contractor
to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company,
corporation, individual or firm, other than a bona fide employee working SOlely for the Contractor, any
fee, commission, percentage, gift or any other consideration contingent upon or resulting from the
award or making of this Agreement.
ARTICLE 15 - TRUTH-IN-NEGOTIA TION CERTIFICATE
Execution of this Agreement by the Contractor shan act as the execution of a truth-in-negotiation
certificate certifying that the fees and costs used to detennine the compensation provided for in this
Agreement are no higher than those charged to other customers of Contractor for the same or
substantially similar service I provided that the customer is of comparable size and demographic.
ARTICLE 16 - OWNERSHIP OF DOCUMENTS
Contractor shall be required to work in harmony with other Contractors relative to providing
information requested in a timely manner and in the specified form. Any and aU documents, records,
disks, original drawings, or other information shall become the property of County upon completion for
its use and distribution as may be deemed appropriate by County. Failure to tum over such
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documents within seven (7) days of when requested may be cause for County to withhold any
payments due Contractor or to enforce this clause by legal remedies.
ARTICLE 17 - NOTICE
Any notice. demand, communication, or request fequired or permitted hereunder shall be in writing and
delivered in person or sent by certified mail, postage prepaid, or overnight courier as follows:
As To County:
Monroe County FirelRescue Services Department
490 63rd Street
Marathon. Florida 33050
Attention: Chief Clark O. Martin, Jr.
And
County Attomey's Office
Suzanne Hutton. Esquire
County Attorney
P. O. Box 1026
Key West, Florida 33041-1026
As To the Sheriff:
Monroe County Sheriff's Office
5525 College Road
Key West, Florida 33040
Attention: Chief Michael Rice, Administration
As To Global:
Global Sky Aircharter Corporation
5525 College Road
Key West, Florida 33040
Attention: Mark Willis, Esq., Legal Department
Notices Shall be effective when received at the address specified above. Changes in the respective
addresses to which such notice may be directed may be made from time to time by any party by
written notice to the other party. Facsimile is acceptable notice effective when received, however,
facsimiles received (i.e. printed) after 5:00 p.m. or on weekends or holidays, will be deemed received
on the next business day. The original of the notice must additionally be mailed as required herein.
Nothing contained in this Article shall be construed to restrict the transmission of routine
communications between representatives of Contractor and County.
IN WITNESS WHEREOF, County Board of County Commissioners, at a regular meeting
thereof, by action of County Board of County Commissioners and directing the foregoing be adopted,
has caused these presents to be signed, and its seal to be affixed hereto; and bo1h the Monroe County
Sheriffs Office and Global Sky Airoharter Corporation have executed this contract as of the day and
year first above written.
County's Initials _
Sheriff's Initials_
Global's Initials
Page 10 of 11
070506
(Agreement signatums appear on the following page)
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY
By QJt
Mayct/Chaifp(arson
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D~NNYL.KOLHAGE,CLERK
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DeputY e
MONROE COUNTY SHERIFF'S OFFICE
By:i?~d~
Richard D. Roth, Sheriff
MONROE COUNTY ATTORNEY
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COU~%RNEY
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GLOBA~ AIRCHARTER CORPORATION
By: t:J,alId t.l ~
Richard O. Roth. President
Approved by Monroe County on
. 2006, 'tern number
County's Initials_
Sheriff's Initials_
Global's Initials _
page 11 of 11
Exhibit A
The "EMS Air Operation" is a joint operation of the Monroe
County Board of County Commissioners and the Monroe County
Sheriff's Office.
The Sheriff provides an 8-76 helicopter equipped for air
ambulance service, pilots, mechanics, an aircraft hangar and living
quarters for air and medical crews, and FAR Part 135 compliant
management of aviation operations.
The Monroe County Fire Rescue provides medical crews for air
ambulance operations consisting of properly trained and certified
Paramedics, medical equipment and supplies, ground ambulance
operation coordination, and professional management of emergency
medical services.
Flight nurses may be employed at some time in the future.
The Sheriff and County will base flight and medical personnel on a
24-hour basis at the Sheriff s hangar in Marathon. The "EMS Air
Operation" will provide rapid air transport and appropriate on-board
medical services for critically ill or injured patients requiring transfer to
out-of county medical facilities.
"01:1"
New York. NY 10006
AIRCRAfT CERTIFICATE OF INSURANCE
Date: August 2, 2006
CERTIFICATE HOLDER:
GLOBAL SKY AIRCHARTERS CORP. D/B/A TRAUMA STAR
& MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
5525 COLLEGE ROAD
KEY WEST. Fl 33040
D..lIffllllvlI Schodule
Nam.d Inaurod:
Addf... of lnauted:
MONROE COUNTY SHERIFF'S OFFICE
5625 COLLEGe ROAD
KEV WEST, Fl 33040
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Company:
Ace U5AiAcE AMERICAN INSURANCE COrOTHERS ></ ~.. ... '-
t 100 POVDRAS STREET. SUITE 2150. NEW OflLEANS. LA 70163 ,;, ',.' ,0
Polk:y Number:
Polley Effllctlv' Date:
Aircraft COllotlld:
AACN02198916001
0&.12.20061006,12.:W07
~: f981 SIKORSKY 5.76
u..:
ALL USES AS REQUIRED BY THE NAMED INSURED
Torritory;
ANYWHERE IN THE WORLD
COVeRAGES
LIMITS OF COVERAGE
Bodily Injury and Propotv Damaga liability;
& :l5.000,OOO.EACH OCCURAENCE,INCLUOING PASSENGERS
PhYlllcaJ Damaga IHulll COl/erage:
$4,000.000.00 PHYSICAL DAMAGE COVERAGE FOR GROUND AND FLIGHT
Less Deductiblels' of $1,000.00 Not In Motion <lnd $t00,000,00 In Motion
THE CERTIFICATE HOl.DERS ARE INCLUDED AS AN AODlTIONAllNSUREDS FOR LIABILITY WITH RESPECT TO OPERATIONS BY OR FOR THE
NAMED INSURED. WE AGREE. IF POSSIBLE. TO NOTIFY THE CERTIFICATE HOLDERS 30 DAYS 110 DAYS FOR NON-PAYMENT Of PREMIUM'
BEFORE THE DA.TE OF CANC1:1-.LAnOfil IF tHE ENTIRE POUCY SHOULD BE CANCELLED. BUT NEITHER THE COMPANY NOR AlEXANOf:R
AVIATION ASSOCIATES. INC. SHALL BE LIABLE FOR FAILURE TO GIVE SUCH NOTICE.
This e.,t1f1clIte Dr yerlflcatlon of InlNrllnce II not an ltUlur8f'Nle poley and dou not amend. extend or alter the COlllN1lUI afforded by tne ll<lllcV
lilted hereln. Notwltl\-.tandlng fillY fllqulrement. tenn or condition of .Y COl\1J'1ICt or other document, wItfJ rNP"t to whk;fl IhIJ oertlrk:att or
v~cation of Insurance may be mllued or I1llIY partain. tit. lnfUl'ance affordad by die poley ttescrfbed herein III lubIeet to 1111 t_. 'J(duslonl end
conlfltlonl of luch pollev.
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AJIOPI<A, R.DAIDA
, ~M.GM8IA.ClC.CAlP DDte:
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August 2. 2006
AlEXANO AVIATION ASSOCIATES. ."C.
7 weST MAIN ST.. SUrrE 100, AJ>OPKA. FLORIDA 32703
PH: (407'886-3322118001432-8619/FAX~ 14071889-0101
I'm extremely disappointed in what I thought was an enlightened and fiscally
responsible Monroe County Commission.
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In order to close a gaping budget, many essential services in Monroe County have
been forced to curtail operations. These are services that provide the important
safety net for hundreds if not thousands ofthe most vulnerable among us.
It is in this light that I am particularly disappointed that it appears to this observer
that one part of the Monroe County budget is a SACRED COW. Of course a
sacred cow is the term used to describe anything that is "Off limits." I'm speaking
of the Trauma Star.
I do not profess to know the answers, but I can sure come up with a list of
questions and I expect my County Commission to be equally curious, but they are
not.
There is little argument that Monroe County needs the services of an air
ambulance, because we are too distant from and will never have the services nor
facilities required for a full-fledged Trauma Center. The question then is: What is
the most cost-effective way to provide air ambulance service to the Keys?
Hiding behind the lame Referendum is inadequate. Such referenda usually fulfill
the expectations of their authors, because the wording is prejudicial. The so-called
Trauma Star referendum might as well have said "If you are lying on the road
bleeding, do you want the Trauma Star helicopter to carry you to a hospital?" No
wonder a majority said yes.
It should have asked something like, "Given that all of Monroe County needs air
ambulance services, do you want the County government to find the most cost-
effective means to provide that service?"
What really rankles is that it appears that the majority of our County
Commissioners do not want to know the answers to obvious questions, like "Are
there other air ambulance services that would like to provide the essential service
to Monroe County, and what would they cost the taxpayer compared to the
benefits?" I've circulated a decision matrix that would be a starting point for
providing an objective answer to such questions. I hope that others can improve on
it with the goal of identifying the greatest service at the least cost. That matrix is
available at www.iohnhammerstrom.com.
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Oh, and don't fall for the "Upper Keys versus Lower Keys" distraction. Everyone
with whom I've spoken agrees that first-class air ambulance service is a top
priority for all of Monroe County. We must evaluate this expensive service with
the same objectivity we have the rest of the budget, and I hope the County
Commission will see the wisdom and economic justice of doing so.
Thank you,
John Hammerstrom