04/18/2007
MEMORANDUM OF UNDERSTANDING
FISHERMAN'S HOSPITAL
THJf MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into this
jS' - day of ~ ' 200~ by and between MONROE COUNTY, a political
subdivision of the State of Florida, with principal offices located at 1100 Simonton Street, Suite 2-205, Key
West, Florida 33040 ("COUNTY"), and MARATHON H.M.A., INC., D/B/A FISHERMAN'S
HOSPITAL, a Florida for-profit corporation, located at 3301 Overseas Highway, Marathon, FL 33050
("HOSPITAL").
WITNESSETH:
WHEREAS, on October 18, 2006, COUNTY entered into a Federally-Funded Subgrant
Agreement with the State of Florida, Department of Community Affairs, Contract No. 07-DS-5N-
11-54-01-353 (hereinafter "SUB GRANT"), pursuant to which COUNTY received a total of
$20,309.00 to provide planning, training and exercises under the State Homeland Security Grant
Program - Issue 08; and
WHEREAS, under the terms of the SUBGRANT, COUNTY's representative with
responsibility for administration of the SUBGRANT is Monroe County Emergency Management;
and
WHEREAS, on February 8, 2007, Monroe County Emergency Management conducted a
training exercise at Marathon Airport, during which representatives from HOSPITAL, Marathon
Airport, Monroe County Sheriff's Office, Monroe County Fire Rescue and Monroe County
Emergency Management participated in a disaster drill simulating a mock disaster at the west end
of Marathon Airport in which, among other things, Monroe County Fire Rescue extinguished a fire,
assessed and stabilized mock accident victims, and transported them to local medical centers; and
WHEREAS, HOSPITAL assigned and paid a total of seven (7) employees to participate in
the training exercise during their off-hours; and
WHEREAS, Monroe County Emergency Management desires to use a portion of the
SUB GRANT funds in order to reimburse the HOSPITAL for its payment for these employees.
NOW THEREFORE, COUNTY and HOSPITAL, through their respective governing
bodies, and in consideration of the mutual promises and covenant herein contained, hereby agree as
follows:
Section 1. Services. On February 8, 2007, HOSPITAL provided a total of seven off-
duty employees consisting of six nurses and non-medical personnel, for a disaster drill administered
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by Monroe County Emergency Management.
Section 2. Payment.
2.1 COUNTY agrees to reimburse HOSPITAL up to fifteen hundred dollars
($1500.00) for the actual cost of the off-duty employees provided for the
disaster drill.
2.2 Payment will be made within thirty (30) days of the presentment, by
HOSPITAL, of (a) an itemized invoice; (b) an After Action Report (AAR) in
accordance with Homeland Security Grant Exercise Criteria, including an
Improvement Plan Matrix; and (c) a list of participants with the applicable
hourly rate expended.
2.3 Both COUNTY and HOSPITAL agree that COUNTY's only remaining
obligation under this MOU is the payment referenced herein.
Section 3. Termination. This MOU will terminate upon receipt by HOSPITAL of the
funds referenced above.
Section 4. Notices. All notices and other communications required under this MOU
must be in writing and addressed as follows:
If to COUNTY:
Irene Toner, FPEM, CPM
Director
Monroe County Emergency Management
490 63rd Street, Ocean
Suite 150
Marathon, FL 33050
With a copy to:
Suzanne A. Hutton, Esq.
Monroe County Attorney
P.O. Box 1026
Key West, FL 33041-1026
If to HOSPITAL:
Marathon H.M.A., Inc., d/b/a Fisherman's Hospital
3301 Overseas Highway
Marathon, FL 33050
Attention: Chief Executive Officer
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Any Notice required by this Agreement shall be deemed to have been duly given if sent by
certificate mail, return receipt requested, postage and fees prepaid; hand delivered; facsimile; or by
overnight delivery service with proof of delivery.
Section 5. Governinl!: Law. This MOD shall be construed in accordance with and
governed by the laws of the State of Florida. Exclusive venue for any litigation arising out of this
MOD shall be in Monroe County, Florida, in the Sixteen Judicial Circuit Court. Mediation
conducted regarding this Agreement shall be performed according to the rules of the 16th Judicial
Circuit for Monroe County, Florida. This Agreement is not subject to arbitration.
Section 6. Entire Al!:reement/Modification/Amendment. This writing sets forth the
entire agreement of the parties with respect to the subject matter of this MOD. No representations
were made or relied upon by either party, other than those expressly set forth herein. No agent,
employee, or other representative of either party is empowered to modify or amend the terms of this
Agreement, unless in a writing signed by both parties.
Section 7. Access to Records and Audits. In addition to any other rights conferred
upon the parties under the Florida Government in the Sunshine Law or the Florida Public Records
Act, and except to the extent that disclosure is prohibited by the Health Insurance Portability and
Accountability Act of 1996 or another federal or state law, both parties shall have the right to
examine and audit any records involving transactions related to this MOD. Either party may cancel
this MOD for refusal to allow access to any records pertaining to work performed under this
Agreement that are subject to the Florida Government in the Sunshine Law or the Florida Public
Records Act.
Section 8. Non-Reliance Bv Non-Parties.
8.1 No person or entity shall be entitled to rely upon the terms of this Agreement in order
to enforce or attempt to enforce any third-party claim or entitlement to or benefit from
any service or program contemplated hereunder, and COUNTY and HOSPITAL
agree that neither party, nor any agent, officer, or employee of either, shall have the
authority to inform, counsel, or otherwise indicate that any particular individual or
group of individuals, entity or entities, have entitlements or benefits under this MOD
separate and apart, inferior to, or superior to, the community in general, or for the
purposes contemplated in this MOD.
8.2 Both COUNTY and HOSPITAL understand that the employees provided by
HOSPITAL for the purpose of this disaster drill remain the employees of
HOSPITAL. Execution of this MOD does not create any employment relationship,
contractual or implied, between said employees and COUNTY.
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Section 9. Taxes. COUNTY is exempt from payment of Florida State Sales and Use
taxes.
Section 10. Severabilitv. If any term or provision of this MOU shall to any extent be held
invalid or unenforceable, the remainder of this MOU shall not be affected thereby, and each
remaining term and provision shall be valid and enforceable to the fullest extent permitted by law.
Section 11. Waiver. The failure of either party to this MOU to object to or take
affirmative action with respect to any conduct of the other in violation of any term or condition of
this MOU shall not be construed as a waiver of the violation or breach, or a waiver of any future
violation, breach, or wrongful conduct.
Section 12. Counterparts. This MOU may be executed in several counterparts, each
of which shall be deemed an original and such counterparts shall constitute one and the same
instrument.
Section 13. Authority. Each party represents and warrants to the other that the execution,
delivery and performance of this Agreement have been duly authorized by all necessary County,
corporate or individual action, as required by law.
Section 14. Covenant of No Interest. The parties covenant that they do not presently
have any interest, and shall not acquire any interest, which would conflict in any manner or degree
with performance under this Agreement, and that the only interest of each is to perform and receive
benefits as recited in this Agreement.
Section 15. Code of Ethics. COUNTY and HOSPITAL agree that officers and employees
of the COUNTY recognize and will be required to comply with the standards of conduct for public
officers 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.
Section 16. No Solicitation/Payment. Each party warrants that, with 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 firm, other than a bona fide employee working solely for it,
any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the
award or making of this Agreement. For the breach or violation of the provision, the Hospital
agrees that the County shall have the right to terminate this Agreement without liability and, at its
discretion, to offset from monies owed, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
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Section 17. Non-Waiver of Immunitv. Notwithstanding the provisions of Sec. 768.28,
Florida Statues, the participation of COUNTY 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.
SS WHEREOF, the parties hereto have entered into this Agreement the day and year
'tten.
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MONROE COUNTY BOARD OF
COUNTYCO~NUSS~ERS
By~j(}~~
Mayor
MONROE COUNTY ATTORNEY
A~!~fV
YNTHIA L. HAL
ASSISTANT COUNTY ATTORNEY
Date 4- ;) - () '1-
H.M.A., INC., D/B/A
OSPITAL,
. ~ :, ~D{51
imberly Bassett, RN, MBA
Chief Executive Officer
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