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Item F2Meeting Date: May 16, 2007 Division: Emergency Services Bulk Item: Yes No X Department: Fire Rescue Staff Contact Person/Phone #: Darice Hayes / #6004 AGENDA ITEM WORKING: Request approval of an Agreement for Professional Services between Board of Governors, Fire and Ambulance District 1 of Monroe County, Florida and Emergency Training Solutions, Inc. (ETSI) to provide on-line Emergency Medical Technical and Paramedic continuing education courses via the internet at a yearly cost of approximately $2,340.00. Agreement will be in effect from May 16, 2007 through May 15, 2009. ITEM BACKGROUND: The Agreement for Professional Services with ETSI was sought because ETSI can provide low-cost, interactive, on-line learning systems whereby individual Monroe County Fire Rescue (MCFR) emergency medical technicians and paramedics, can earn continuing education credits and increase their knowledge and skills. PREVIOUS RELEVANT BOG ACTION: None. U : i STAFF RECOMMENDATIONS: Staff recommends approval of the Agreement for Professional Services between the Board of Governors, Fire and Ambulance District 1 of Monroe County, Florida and ETSI. MCFR's paramedics and emergency medical technicians will receive an increase in their medical knowledge and skills by means of this training. The visitors and residents of Monroe County will receive a higher level of medical service. TOTAL COST: *$4,680.00 (Two years) BUDGETER: Yes X No Breakdown as follows: One (1) year base subscription $39.00 X 60 (54 career / approx. 6 volunteers) = $2,340.00 X two (2) years = $4,680.00. c 1' ;1 •si 11 REVENUE PRODUCING: Yes APPROVED BY: County Atty T DOCUMENTATION: Included X Revised 11/06 SOURCE OFFUNDS: 141-13001-530540 & 141- 11500-530540 No X AMOUNT PER MONTH Year OMB/Purchasing Risk Management Not Required AGENDA ITEM # Meeting Date: May 16, 2007 Division: Emergency Services Bulls Item: Yes No X Department: Fire Rescue Staff Contact Person: Darice Ham l�. AGENDA ITEM WORDING: Request approval of an Agreement for Professional Services between Board of Govemors, Fire and Ambulance District 1 of Monroe County, Florida and Emergency Training Solutions, Inc. (ETSI) to provide on-line Emergency Medical Technical and. Paramedic continuing education courses via the internet at a yearly cost of approximately $2,340.00. Agreement will be in effect from May 16, 2007 through May 15, 2009. ITEM BACKGROUND: The idea of on-line training was selected to supplement classroom instruction, as it is extremely expensive to assemble and provide monthly training to the large number of Monroe County career as well as volunteer personnel stationed throughout the Keys. ETSI is a local (south Florida) vendor, with known instructional staff who can provide a quality product at an affordable cost. In view of the foregoing, the Agreement for Professional Services with ETSI was sought after due to the fact that ETSI can provide low-cost, interactive, on-line learning systems whereby individual Monroe County Fire Rescue (MCFR) emergency medical technicians and paramedics, can earn continuing education credits and increase their knowledge and shills. This training is divided into 12 modules per year, averaging three (3) continuing education units per module. All training is designed to meet the requirements of the Florida Department of Health's Bureau of Emergency Medical Services for recertification of emergency medical technicians and paramedics. It was at the County's request, that for an additional fee which has been incorporated into the Agreement, ETSI can offer periodic practical skills evaluations in conjunction with the on- line modules. CONTRACTIAGREEMENT CHANGES: NIA. STAFF RECOMMENDATIONS: Staff recommends approval of the Agreement for Professional Services between the Board of Governors, Fire and Ambulance District 1 of Monroe County, Florida and ETSI. MCFR's career paramedics and emergency medical technicians, as well as volunteers, will receive an increase in their medical knowledge and shills by means of this training. The visitors and residents of Monroe County will receive a higher level of medical service, which is something MCFR is always striving to achieve. Contract with: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS 3-01M 7ITOILlulu a"I'S'1 Emergency Training Solutions, Inc. Contract # Effective Date: May 16, 2007 Expiration Date: May 15, 2009 Contract Purpose/Description: Agreement to receive online Emergency Medical Technical and Paramedic continuing education courses delivered via the internet. Contract Manager: Darice Hayes 6004 Fire Rescue, Stop 14 (Name) (Ext.) (Department/Stop #) for BOG meeting on May 16, 2007 Agenda Deadline: May 1, 2007 CONTRACT COSTS Total Dollar Value of Contract: $ 4,680.00 Current Year Portion: $ 2,340.00 Budgeted? Yes® No ❑ Account Codes: 141-13001-530540- ✓ Grant: $ 141-11500-530540-�i County Match: $ - - - ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc. CONTRACT REVIEW Changes Division Director Date In Needed R ewer Yes❑ No❑ Risk Mana emen YesEINOI��l ' x O�.B./Purel mg r � Yes❑ No� County Attorney Vg� d Yes❑ NoN Comments: Date Out UM13 Norm Kevised 2/27/U I MUF #2 AGREEMENT FOR PROFESSIONAL SERVICES This Agreement for Professional Services ("Agreement"), effective on May 16, 2007, is by and between Board of Governors of Fire and Ambulance District 1 of Monroe County, Florida, (hereinafter referred to as "County"), and Emergency Training Solutions, Inc., a Florida for profit corporation, with its principal office at 4171 West Hillsboro Boulevard, Coconut Creek, Florida 33073 (hereinafter the "Company"). WHEREAS, County desires to hire Company to perform certain work hereinafter described in accordance with the provisions of this Agreement; and WHEREAS, County finds that such performance will be in furtherance of County's business. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows: SERVICES AND TERM. 1.1 Services to County. In return for the Payment defined below, Company will deliver online Emergency Medical Technical and Paramedic continuing education courses delivered via the internet. County will supply a list of approved employees to Company ("Users"). County reserves the right to amend the list from time to time, in order to add or delete names of Users. For each User on the list, Company will provide a user name and password in order to allow the User to access a set of online training programs. Once logged in, the User can select from the set of online training programs. The courses included in the set of online training programs may vary from time to time, but each of the online training programs, and the complete set cumulatively, will meet all criteria required for continuing education requirements for Emergency Medical Technicians and Paramedics in the State of Florida, including but not limited to the annual hourly continuing education requirements or specific courses to be include in the annual continuing education. Company will keep track of all programs undertaken and successfully completed by Users, and will deliver this information to County on the first of each month during the term of this Agreement, unless otherwise agreed to mutually by the Parties to this Agreement. All programs will be delivered in software compatible and usable on County's computer system. 1.2 Term. This Agreement shall begin on the date first written above and continue for a period of two (2) years. Additionally, County may exercise an option to renew this Agreement for two (2) additional one-year periods, contingent upon approval and with written consent of the County and subject to the availability of funds, by giving Company written notice of the intention to exercise said option within thirty (30) days prior to expiration of the current Agreement. 2. PAYMENT AND INVOICING TERMS. 2.1 Payment for Services. The Company will be paid as follows: The cost for a one (1) year subscription (base subscription) for EMS continuing education is thirty- nine ($39.00) dollars per person, per year. Each add -on continuing education product (fire, haz-mat or other complete course) is ten ($10.00) dollars per person, per year. County will determine which add -on subscription to select but will begin with a base subscription in order to select an add -on. Payment can be quarterly, bi-annually or annually. 2.2 Invoicing (a) Invoices will be submitted and paid in accordance with the Florida Local Government Prompt Payment Act, ch. 218, Florida Statutes. The payment due date for purchase of goods or services is forty-five (45) days after the date on which a proper invoice is received, as defined in section 218.73, Florida Statutes. Company shall submit to County invoices with supporting documentation acceptable to the Clerk of the County, on a monthly schedule in arrears, in detail sufficient for proper pre -audit and post -audit. Acceptability to the Clerk is based on generally accepted governmental accounting principles and such laws, rules, procedures, and regulations as may govern the Clerk's authority for disbursal of funds. (b) All payments due from County and not made within the time specified in this section bear interest beginning thirty (30) days after the due date on the unpaid balance. Payments by County will thereafter be applied first to accrued interest and then to the principal unpaid balance. In an action to recover amounts due, the court shall award court costs and reasonable attorneys' fees to the prevailing party. If payment of invoices is not current, the Company may suspend performing further work. (c) County's performance and obligation to pay under this Agreement is contingent upon annual appropriation by the Board of Governors, Fire and Ambulance District 1 of Monroe County, Florida. 3. CHANGES. County may, with the approval of the Company, issue written directions within the general scope of any Services to be ordered. Such changes (the "Change Order") may be for additional work or the Company may be directed to change the direction of the work covered by the Task Order, but no change will be allowed unless agreed to by the Company in writing. 4. STANDARD OF CARE. The Company warrants that its services shall perform as represented above and that its services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY THE COMPANY CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, TITLE OR OTHERWISE. 5. LIABILITY. 5.1 Limitation. The Company's liability, including but not limited to County's claims of contributions and indemnification related to third party claims arising out of services rendered by the Company, and for any losses, injury or damages to persons or properties or work performed arising out of or in connection with this Agreement and for any other claim, shall be limited to payment received by the Company from County for the particular service provided giving rise to the claim. Notwithstanding anything to the contrary in this Agreement, the Company shall not be liable for any special, indirect, consequential, lost profits, or punitive damages. County agrees to limit the Company's liability to County and any other third party for any damage on account of any error, omission or negligence to a sum not to exceed the payment received by the Company for the particular service provided giving rise to the claim. The limitation of liability set forth herein is for any and all matters for which the Company may otherwise have liability arising out of or in connection with this Agreement, whether the claim arises in contract, tort, statute, or otherwise. 5.2 Remedv. County's exclusive remedy for any claim arising out of or relating to this Agreement will be for the Company, upon receipt of written notice, either (i) to use commercially reasonable efforts to cure, at its expense, the matter that gave rise to the claim for which the Company is at fault, or (ii) return to County the fees paid by County to the Company for the particular service provided that gives rise to the claim, subject to the limitation contained in Section 5.1. County agrees that it will not allege that this remedy fails its essential purpose. 5.3 Survival. Articles 2, 4, 5, and 6 survive the expiration or termination of this Agreement for any reason. 6. MISCELLANEOUS. 6.1 lnsecurity and Adequate Assurances. If reasonable grounds for insecurity arise with respect to County's ability to pay for the Services in a timely fashion, the Company may demand in writing adequate assurances of County's ability to meet its payment obligations under this Agreement. Unless County provides the assurances in a reasonable time and manner acceptable to the Company, in addition to any other rights and remedies available, County may partially or totally suspend its performance while awaiting assurances, without liability to County. 6.2 Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Company 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. 6.3 Modification and Waiver. Waiver of breach of this Agreement by either part shall not be considered a waiver of any other subsequent breach. 6.4 Independent Company. The Company is an independent contractor of County. 6.5 Notices. All notices or other communications hereunder shall be in writing, sent by courier or the fastest possible means, provided that recipient receives a manually signed copy and the transmission method is scheduled to deliver within 48 hours, and shall be deemed given when delivered to the address specified below or such other address as may be specified in a written notice in accordance with this Section. If to Company: Emergency Training Solutions, Inc. 4171 West Hillsboro Boulevard Coconut Creek, Florida 33073 If to County: Board of Governors, Fire and Ambulance District 1 of Monroe Co., FL c% Monroe County Fire Rescue 490 63rd Street Marathon, FL 33050 With a copy to: Suzanne A. Hutton, Esq. Monroe County Attorney P.O. Box 1026 Key West, FL 33041-1026 Any party may, by notice given in accordance with this Section to the other parties, designate another address or person or entity for receipt of notices hereunder. 6.6 Assignment. The Agreement is not assignable or transferable by County. This Agreement is not assignable or transferable by the Company without the written consent of County, which consent shall not be unreasonably withheld or delayed. 6.7 Disputes. The Company and County recognize that disputes arising under this Agreement are best resolved at the working level by the parties directly involved. Both parties are encouraged to be imaginative in designing mechanism and procedures to resolve disputes at this level. Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party's organization for resolution. Failing resolution of conflicts at the organizational level, the Company and County agree that any remaining conflicts arising out of or relating to this Contract shall be submitted to nonbinding mediation unless the Company and County mutually agree otherwise. If the dispute is not resolved through non -binding mediation, then the parties may take other appropriate action subject to the other terms of this Agreement. 6.8 Section Headings. Title and headings of sections of this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement. 6.9 Representations, Counterparts. Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party, with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations hereunder. This Agreement may be executed (by original or telecopy signature) in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument. 6.10 Residuals. Nothing in this Agreement or elsewhere will prohibit or limit the Company's ownership and use of ideas, concepts, know-how, methods, models, data, techniques, skill knowledge and experience that were used, developed or gained in connection with this Agreement. The Company and County shall each have the right to use all data collected or generated under this Agreement. 6.11 Nonsolicitation of Employees. During and for one (1) year after the term of this Agreement, County will not solicit the employment of, or employ the Company's personnel, without the Company's prior written consent. 6.12 Cooperation. County will cooperate with the Company in taking actions and executing documents, as appropriate, to achieve the objectives of this Agreement. County agrees that the Company's performance is dependent on County's timely and effective cooperation with the Company. Accordingly, County acknowledges that any delay by County may result in the Company being released from an obligation or scheduled deadline or in County having to pay extra fees for the Company's agreement to meet a specific obligation or deadline despite the delay. 6.13 Governing Law and Construction. This Agreement will be governed by and construed in accordance with the laws of Florida, without regard to the principles of conflicts of law. The language of this Agreement shall be deemed to be the result of negotiation among the parties and their respective counsel and shall not be construed strictly for or against any party. Each party (i) agrees that any action arising out of or in connection with this Agreement shall be brought solely in courts of the State of Florida, in Monroe County; (ii) hereby consents to the jurisdiction of the courts of the State of Florida, Monroe County, and (iii) agrees that, whenever a party is requested to execute one or more documents evidencing such consent, it shall do so immediately. 6.14 Entire Agreement; Survival. This Agreement, including any Exhibits, states the entire Agreement between the parties and supersedes all previous contracts, proposals, oral or written, and all other communications between the parties respecting the subject matter hereof, and supersedes any and all prior understandings, representations, warranties, agreements or contracts (whether oral or written) between County and the Company respecting the subject matter hereof. This Agreement may only be amended by an agreement in writing executed by the parties hereto. 6.15 Force Majeure. The Company shall not be responsible for delays or failures (including any delay by the Company to make progress in the prosecution of any Services) if such delay arises out of causes beyond its control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, and severe weather. 6.16 Use By Third Parties. Work performed by the Company pursuant to this Agreement is only for the purpose intended and may be misleading if used in another context. County agrees not to use any documents produced under this Agreement for anything other than the intended purpose without the Company's written permission. This Agreement shall, therefore, not create any rights or benefits to parties other than to County and the Company. 6.17 Acceptance of Conditions by Company. Company has, and shall maintain throughout the term of this Agreement, appropriate licenses. Proof of such licenses and approvals shall be submitted to the County upon request. 6.18 Financial Records of Company. Company shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party 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 determines that monies paid to Company pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Company shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Company. 6.19 Public Access. The County and Company shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Company in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Company. 6.20 Hold Harmless and Insurance. Company covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by Company occasioned by the negligence, errors, or other wrongful act of omission of Company, its employees, or agents. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Failure of Company to comply with the requirements of this section shall be cause for immediate termination of this agreement. Prior to execution of this agreement, Company shall furnish the County Certificates of Insurance indicating the minimum coverage limitations in the following amounts, : General Liability - $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 Per Person $300,000 Per Occurrence $ 50,000 Property Damage Vehicle Liability - $100,000 Combined Single Limit (CSL) $50,000 Per Person $100,000 Per Occurrence $25,000 Property Damage Worker's Compensation - $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the County at the time of execution of this Agreement and certified copies provided if requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the County before any policy or coverage is canceled or restricted. The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the County, its officials, employees, agents and volunteers. 6.20 Non -Waiver of Immunity. Notwithstanding the provisions of Sec. 286.28, Florida Statutes, the participation of County and Company 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 Agreement entered into by the County be required to contain any provision for waiver. 6.21 Independent Company. At all times and for all purposes under this agreement Company is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find Company or any of his employees, subs, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 6.22 Nondiscrimination. Company and County 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. Company and County 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) Title VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), 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 the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VM of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 1201), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, 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. 6.23 No Assignment -Subcontract. Company shall not assign or subcontract its obligations under this agreement to others, except in writing and with the prior written approval of the County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or sub shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. 6.24 Compliance With Law and Licensing Requirements. In providing all services/goods pursuant to this agreement, Company shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this Agreement. Company shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 6.25 Disclosure and Conflict of Interest. Company represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this Agreement, as provided in Sect. 112.311, et. seq., Florida Statutes. County agrees 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. Upon execution of this Agreement, and thereafter as changes may require, the Company shall notify the County of any financial interest it may have in any and all programs in Monroe County which the Company sponsors, endorses, recommends, supervises, or requires for counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. County and Company warrant 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 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 Company 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. 6.26 No Pledge of Credit. Company shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. Company further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 6.27 Taxes. County is exempt from payment of Florida State Sales and Use taxes. Company shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this Agreement, nor is Company authorized to use the County's Tax Exemption Number in securing such materials. Company shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 6.28 Termination. The County or Company may terminate this Agreement for cause with seven (7) days notice to Company. Cause shall be defined as a breach of the obligations of either party to perform the obligations enumerated under this Agreement. 6.29 Mediation. The County and Company 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 shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 6.30 Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Company 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 Company specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 6.31 Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of County and Company and their respective legal representatives, successors, and assigns. 6.32 Authori1y. 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 and corporate action, as required by law. 6.33 Claims for Federal or State Aid. Company 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 that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 6.34 Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules 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, when 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 territorial limits of the County. 6.35 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 claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Company agree that neither the County nor the Company or 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 Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 6.36 Attestations. Company agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. 6.37 No Personal Liability. No covenant or agreement contained herein shall 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 personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. IN WITNESS WI-EREOF, the parties hereto have executed this Agreement as of the day and year first above written. Date: y' Z ' " `' 7 Witness Witness (SEAL) ATTEST: By: DANNY L. KOHLAGE, CLERK EMERGENCY TRAINING SOLUTIONS, INC. By - TITLE: BOARD OF GOVERNORS FIRE AND AMBULANCE DISTRICT I OF MONROE COUNTY, FLORIDA BY: Deputy Clerk Mayor/Chairman MONROE COUNTY ATTORNEY NOPROVED AS O F R CYNTHIA L. AL ASS IS ANT 03oTY© ATTORNEY Date LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Fig, e 5 r„.7 ��` cS S 1 d . �, s 1,, C. . warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contiad without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. (signature) Date: L��Zr� o STATE OF A" 0 COUNTY OF 6yb-WC( CI PERSONALLY APPEARED BEFORE ME, the undersigned authority, C�A4� pCah% who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of NOTARY PUBLIC My commission expires: "o n Notary Public State of Florida Cheryl J Storm My CommMion DD641472 Veo, n, Expires 02/18/2011