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Q. County Administrator
October Grant Activity Report Letters of Inauirv/Introductory Information submitted to*: Name For Amount/Award Oak Foundation $1M -Vandenberg, in collaboration w/ARK Henry Foundation $25k -Vandenberg, in collaboration w/ARK Packard Foundation $3-5M -Vandenberg, in collaboration w/ARK *Note: Many private foundations do not require a full application process Full grant auulications submitted to: Name For Amount/Award Claiborne/Ortenberg Foundation $50k -Vandenberg, in collaboration w/ARK UST, Inc. Corporate Contributions, Operation Ranger 2008 Polaris Ranger 6x6 utility vehicles for Fire/EMS Grants/Foundations currently being researched or applications developed (amounts approximate until research and/or auulications are comulete): Name For Amount/Award UST, Inc. Corporate Contributions EMS Equipment (Ambulance) Jane's Trust $250k - Animal Shelter, in collaboration w/FKSPCA (1/10/08 deadline, must apply after 11115) James M. Cox Foundation of Georgia $100k - Animal Shelter, in collaboration w/FKSPCA Regina Bauer Frankenberg Foundation $100k - Animal Shelter, in collaboration w/FKSPCA Messengers of Healing Winds Foundation $25k - Animal Shelter, in collaboration w/FKSPCA George B. Storer Foundation $25k - Animal Shelter, in collaboration w/FKSPCA Monsanto Fund $20k - Animal Shelter, in collaboration w/FKSPCA Joseph & Sally Handleman Charitable Foundation Trust C $ 1Ok - Animal Shelter, in collaboration w/FKSPCA John D. Evans Foundation TBD - Animal Shelter, in collaboration w/FKSPCA Claiborne F. Foulds Foundation Trust $10k - Animal Shelter, in collaboration w/FKSPCA Cowles Charitable Trust $1Ok - Animal Shelter, in collaboration w/FKSPCA James M. Cox Foundation of Georgia $50k - Animal Shelter, in collaboration w/FKSPCA Park Foundation $ 1Ok - Animal Shelter, in collaboration w/FKSPCA Enterprise Rent-A-Car Foundation $1Ok - Animal Shelter, in collaboration w/FKSPCA Sandy River Charitable Foundation Best use - social issues Pending Response: Name Grant Awarded? If yes, amount: Marisla Foundation Vandenberg Project — initial request $150k — immediate response was not very positive. They have focused funding lately on the west coast, and as such, suggested we submit an application for only $20k instead. SAFER Grant 5 year diminishing grant for firefighter staffing Oak Foundation $1M -Vandenberg, in collaboration w/ARK Henry Foundation $25k -Vandenberg, in collaboration w/ARK Packard Foundation $3-5M -Vandenberg, in collaboration w/ARK Claiborne/Ortenberg Foundation $50k -Vandenberg, in collaboration w/ARK UST, Inc. Corporate Contributions, Operation Ranger 2008 Polaris Ranger 6x6 utility vehicles for Fire/EMS Responses Received: Name Grant Awarded? If yes, amount: Packard Foundation No - $3-5M -Vandenberg, in collaboration w/ARK (restricting their donations to the west coast) Florida Dept of State, Historical Resources No — $350,000 Old Tavernier School Grant BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: November 14, 2007 Division: County Administrator Bulk Item: Yes _ No X Department:, County Administrator Staff Contact Person: Connie Cvr AGENDA ITEM WORDING: Discussion and approval of the Board of County Commissioners monthly meeting dates for 2008. ITEM BACKGROUND: At the November 15, 2006 BOCC meeting, the Board confirmed the scheduling of monthly one -day meeting, if possible, beginning at 9:00 A.M., on the third week of each month, on Wednesday/Thursday. At the November 16, 2005 BOCC meeting, the Board confirmed the same scheduling scenario for 2006. Attached is a comparison chart showing dates for the second week and third week of month for consideration by the Board. PREVIOUS RELEVANT BOCC ACTION: As stated above. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: Approval as normally done by November of each year. TOTAL COST: -0- BUDGETED: Yes No COST TO COUNTY: -0- SOURCE OF FUNDS: REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year APPROVED BY: County Atty DOCUMENTATION: Included DISPOSITION: Revised 8/06 OMB/Purchasing x Not Required Risk Management AGENDA ITEM # � O U N O N C 4 � O O C C C C�j N s. O CA N s• O CA N C-j O N C-j O C�j 0 O 00 cd N �_ CA C�j ti M --i i-- ~ p� C: , C: , ~ ~ 00 VC�j �C � -- -- -- A d NzsC�j O O O N to The dates for the NACO meetings are as follows: Legislative Conference in Washington, DC -March 1 — 5, 2008 Annual Conference in Kansas, Missouri - July 11 — 15, 2008 The dates for the Florida Association of Counties are as follows: Annual meeting in Miami -Dade County - June 24 — June 27 Legislative Conference — The dates for the South Florida Regional Planning Council are as follows: Meetings are at their office unless noted otherwise - The first Monday of the month The dates for the Alliance for Aging are as follows: Meetings are at their office - Board meetings - Third Monday of month The dates for the National Hurricane Conference is March 31-April 4, 2008 in Orlando, FL The dates for the Governor's Hurricane Conference is May 12 — 16, 2008 in Ft. Lauderdale, FL BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: November 14, 2007 Division: County Administrator Bulk Item: Yes _ No x Department: County Administrator Staff Contact Person: Connie Cvr #4441 AGENDA ITEM WORDING: Discussion and approval of the 2008 appointments of Commissioners to various duties. ITEM BACKGROUND: Each year, the BOCC considers appointments of Commissioners to various boards, committees, liaison activities, etc. PREVIOUS RELEVANT BOCC ACTION: At the December 4, 1994 BOCC meeting, the Board passed and approved Resolution 447-1994 outlining the policy of assigning County Commissioners to the various duties. If two or more Commissioners prefer the same appointment, the Administrator shall list the conflicting preferences for resolution by the Board at the public meeting. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: Discussion and approval by the BOCC of Commissioners to various duties. TOTAL COST: N/A BUDGETED: Yes No X COST TO COUNTY: N/A SOURCE OF FUNDS: REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year APPROVED BY: County Atty OMB/Purchasing Risk Management DOCUMENTATION: Included x Not Required DISPOSITION: Revised 8/06 AGENDA ITEM # Health Care Cbalifion/Iharal Health Network Corrmssiom I -a gent and Corimssioner Spehar appointed on 12/14/00. Corimssioner Spehar resigned in 2003/2004. Tee have no expiration dates. • I �I' • . �I' • • 1 • I 1 • I 1 �I' I I I:• 1 mI I 1 I I•' 1' 1 1 I mI mI "• 10 NO ICI Industrial Developnwnt Authority Chairperson — Chaties McCoy Vice -Chairperson —Dixie Spehar Secretary — George Nergerrt SyMaNtrip ry Mitio DiGenmaro • CCMVIISSIOI� DICFTARO as the point pesorr betvNuen the Board of C'c unty C'onmssiorrers and Rcprescrrtative Sat uxle s for one year. 1\EM DiGennaro • CONM[SSIOI� NICCOY to represent the Board on issues concerning highway safety and beautification, including the 18 Mile Stretch of US. 1 and to be our State and Federal govenrri—rt liaison on these issues. 1\EM • C:ONM[SSIONFR DIC>FNARO to serve with the Florida Corrmssion on Veterans Affairs. 1\EM DiGenn�•u o • C DNMSSIONFR NUMY to be the Board's liaison (point person) for wastewater issues. 1\EM • CUNMSSIONQZ DI O to be the Beard's liaison with Senator Bullard 1\EM DiGennaro • COlV4\/I[SSICNFR1'�� to serve on the CbrAxned Struchual and Operating Plan (C:SOP) Advisory Team of the Soith Florida Fsosysten Restoration Task Force regarding Everglades restoration issues. Mayor Nelson appointed as an alternate. Neugent • CONM[SSIOI'� NIC DDY to serve as a representative on a vxarldng group to address hurricane evacuation in the Florida Keys. 1\EM • CXDNMSSIONFR SFFII IAR to be the Board's liaison to the Wcdi force I xL%ng TaskForce. 1\EM O O by z U m Wz" U c U U U� -o -o zu a W �x x � oFz z �Wz wW z z a W y W z a W ,W o"z W U U h W h ozW � �7 w C7 C7 C7 C7 a x � c. Ca Ca Ca Ca x z 0 3� z� 0 oW � z it it it U it U it �" ° it it 0 z U o o o U P. U U ° R.. R.. 72.o p � �--i o y o F" c o c, U i O U U 0 0 w o o � � zu Ua° a v� W s�W �xa w x oF" zz z�w oz z axi axi axi axi axi axi z z z z z z o�z a ��W x x x w w o�z h W zoo oxz x w z 0 0 3 w z �z 0 o �Oj H U c:4 v v v v E \ § ) \ / / \ § /g \\ \�\ .; =G© ($) / E f �\\ __. \ \k) 5 u x \�\ ==m )\/ x ƒ m / / �r\ !\m (±) § _ 5 / § )\\ (�) u \ &/ »\ E \\ // // , \ ® ® ° =ja\ \ƒ\u,= )E x2¥2// ° aa6523 \ \ / \ / \ # $ � � \ ƒ ± u k � } I } » BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: November 14, 2007 Division: County Administrator Bulk Item: Yes X No _ Department:, County Administrator Staff Contact Person: Connie Cyr AGENDA ITEM WORDING: Discussion and Approval of the Board of County Commissioners monthly Workshop meeting dates for 2008. ITEM BACKGROUND: At the February 8, 2007 BOCC special workshop meeting the Board request that we hold monthly workshop meetings on the first Wednesday of every month. Attached is a chart showing dates for the first Wednesday of the month for consideration by the Board. PREVIOUS RELEVANT BOCC ACTION: As stated above. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: TOTAL COST: -0- BUDGETED: Yes No COST TO COUNTY: -0- SOURCE OF FUNDS: REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year APPROVED BY: County Atty OMB/Purchasing Risk Management DOCUMENTATION: Included x Not Required DISPOSITION: Revised 8/06 AGENDA ITEM # ul_ �_ • :: ilk 1►, To: Board of County Commissioners Clerk of Courts County Attorney From: Connie Cyr, Aide to the County Administrator Date: November 14, 2007 Subject: 2008 BOCC Workshop Meeting Dates WORKSHOP DATE JANUARY 2, 2008 (?) FEBRUARY 6, 2008 MARCH 5, 2008 APRIL 2, 2008 MAY 7, 2008 JUNE 4, 2008 JULY 2, 2008 AUGUST 6, 2008 SEPTEMBER 2008 OCTOBER 3, 2007 NOVEMBER 7, 2007 LOCATION MARATHON GOVERNMENT CENTER KEY LARO LIBRARY MARATHON GOVERNMENT CENTER KEY LARGO LIBRARY MARTHON GOVERNMENT CENTER KEY LARGO LIBRARY No Meeting —Budget Hearings HARVEY GOVERNMENT CENTER DECEMBER 5, 2007 HARVEY GOVERNMENT CENTER All meetings in all areas begin at 10:00 A.M. Key Largo Library Marathon Gov't Center Harvey Gov't Center Tradewinds Shopping Center 2798 Overseas Highway 1200 Truman Ave. 101485 Overseas Highway Mile Marker 50 Key West Mile Marker 101 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: 11/14/07 Division: County Administrator Bulk Item: Yes X No _ Department: County Administrator Staff Contact /Phone #: Abra Campo/ 292-4441 AGENDA ITEM WORDING: Approval of one appointment to the Career Service Council for a two year term ITEM BACKGROUND: Position was left vacant after John Dillon's appointment expired in August. Attached are nominations submitted by Mayor Di Gennaro, Commissioner Murphy and Commissioner Neugent. PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATIONS: Approval of an appointment. TOTAL COST: N/A BUDGETED: Yes No COST TO COUNTY: N/A SOURCE OF FUNDS: REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year APPROVED BY: County Atty OMB/Purchasing Risk Management _ DOCUMENTATION: DISPOSITION: Revised 11/06 Included X Not Required AGENDA ITEM # Monroe County Boards and Committees Appointment Information Board or Committee: Commissioner Appointing Member: Name of Member: Address: Mailing Address: Career Service Council Mayor Mario Di Gennaro Rudy Krause 26351 Old State Road 4-A Sup-arloaf Key, FL 33042 Phone Numbers: Home: 872-9595 Work: 872-2100 Fax: Email: Date of Appointment: 11/14/07 Reappointment: No Date Term Expires: 11/01/09 Name of Person Being Replaced: John Dillon Fulfilling Term of: N/A FROM :B000-DISTRICT-5 FAX NO. :3059527162 Oct. 25 2007 04:35PM P2 Monroe County Boards and Committees Appointment Information Board or Committee: Career Service Council_ Commissioner Appointing Member: Sylvia 3. Murphy Name of Member: David Grego Address: 540 Sombrero Beach Road Marathon Fl 33050 Mailing Address: Phone Numbers: Date of Appointment; Reappointment: Date Term Expires: Name of Person Being Replaced: Fulfilling Term of: 12699 O'Seas Hwy Marathon, FL 33050 Home: 305-743-7784 Work: 481-1296 Email: dgrego bellsgut .net Fax: 305-289-8855 unknown no unknown Monroe County Boards and Committees Appointment Information Board or Committee: Commissioner Appointing Member: Name of Member: Address: Mailing Address: Phone Numbers: Date of Appointment: Reappointment: Date Term Expires: Name of Person Being Replaced: Fulfilling Term of: Career Service Council George R. Neugent Robert Cintron, Jr. 2506 Seidenberg Ave. Key West, Fl 33040 Home: 305-292-5669 Work: 305-296-5676 Fax: Email: November 14, 2007 N/A November 01, 2009 John Dillon EMPLOYMENT ATTORNEY LAW OFFICES OF HUGH MORGAN 2007 - PRESENT KEY WEST, FLORIDA ATTORNEY 1999-2007 Morgan & Hendrick Key West, Florida ATTORNEY 1998-1999 Self-employed Key West, Florida ATTORNEY AND PARTNER 1985-1998 Pennington, Moore, Wilkinson, Bell Tallahassee, Florida & Dunbar ATTORNEY 1980-1984 Dearing & Smith Tallahassee, Florida EDUCATION IURiS DOCTOR (JD) WITH HONORS Florida State University College of Law BACHELOR OF SCIENCE CUM LAUDE Florida State University Northern Virginia Community College Key West High School PERSONAL INFORMATION 1980 Tallahassee, Florida 1976 Tallahassee, Florida 1972-1974 Annandale, Virginia 1972 • Married to Mary L. Cintron, Administrator Monroe County Public Defender • Reside in Key West, Florida Page 1 • Age:52 • Member in good standing of the Florida Bar • Admitted to practice before the United States District Courts for all districts of Florida • Admitted to practice before the United States Eleventh Circuit Court of Appeals • Member of the Monroe County Bar Association • General Counsel — Key West Citizens Review Board • General Counsel - Fair Insurance Rates for Monroe County (FIRM) Page 2 �J BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: 11/14/07 Bulk Item: Yes No xx Division: County Administrator Staff Contact Person: Connie Cvr_ 292-4441 AGENDA ITEM WORDING: Approval of third amendment to employment contract with Thomas J. Willi. ITEM BACKGROUND: The Administrator's contract expires on October 30, 2008. The proposed amendment would extend the term through October 31, 2012. The proposed amendment would also extend the current 9 month buyout provision through the length of the contract. All other terms would remain the same. The current salary is $165,627.27 and is subject to the same cost of living adjustment that all non -union county employees receive; in FY 2008, no COLA was approved. Currently, the County's contribution for health insurance and the cash value of other benefits such as leave and professional members total $37,702.12. PREVIOUS RELEVANT BOCC ACTION: On 9/8/04, BOCC entered into a contract with Mr. Willi to serve as County Administrator starting 11/l/04. The agreement was modified on 11/16/05 and 1/25/06. CONTRACT/AGREEMENT CHANGES: Term of contract extended 4 additional years; 9 month buyout provision extended for balance of contract. STAFF RECOMMENDATIONS: n/a. TOTAL COST: $203,329.39 per year COST TO COUNTY:$203,329.39 per year BUDGETED: Yes xx No SOURCE OF FUNDS: Ad valorem REVENUE PRODUCING: Yes No x AMOUNT PER MONTH Year APPROVED BY: County Atty OMB/Purchasing Risk Management DOCUMENTATION: DISPOSITION: Revised 2/05 Included xx Not Required AGENDA ITEM # Office of the County Administrator Memorandum To: Mayor and County Commissioners From: Thomas J. Willi, County Administrator Date: October 30, 2007 RE: Extension of Employment Agreement I work in the capacity of county administrator under an employment agreement approved by the Board of County Commissioners in October of 2004. 1 am requesting a renewal of the agreement at this time. The current employment agreement expires October 31, 2008, approximately 11 months from now. During initial negotiations for the position, I discussed an agreement that did not have a specified four year term set forth within the agreement for several reasons. The first reason being that it sets an unnecessary decision date (90 days minimum prior to contract expiration) unrelated to the performance of the employee in question outside of the normal review process. The second reason is that in the position of County Administrator my performance is under review on a constant basis and the ability for either party to terminate the agreement is not tied to the length of the employment agreement and is detailed in separate provisions of the agreement themselves. I am not asking for this provision of the agreement to be revised or omitted. The reasons stated above make the actual term of the agreement irrelevant. I would like to continue to work with some stability of future employment in a community that I love and an organization that I admire. A contract extension is necessary to achieve that goal. There are no other changes to the agreement unrelated to the extension of the term. Please consider the work that we have started and accomplished and the many challenges ahead of us. I am up to the challenge and appreciate your consideration of this request. THIRD AMENDME NT TO EMPLOYMENT AGREEMENT FLORIDA 1 THOMAS1: THIS AMENDMENT is made and entered into this day of November, 2007, between the Board of County Commissioners of Monroe County, Florida (hereinafter "the Board") and Thomas J. Willi (hereinafter "County Administrator" or "Willi" as appropriate); and WHEREAS, on September 8, 2004, the parties entered into an agreement to hire Willi as County Administrator for the period beginning November 1, 2004 and running through October 30, 2008; and WHEREAS, the parties entered into amendments to the Employment Agreement on November 16, 2005 and January 25, 2006; and WHEREAS, the Board, as evidenced by a majority vote of at least three (3) commissioners at a regular business meeting held on November 14, 2007, and Willi, as evidenced by his signature below, desire for Willi to continue as County Administrator for an additional four (4) year term; and WHEREAS, the parties find it in their respective best interests to amend the agreement as follows; NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS BELOW, IT IS AGREED AS FOLLOWS: SECTION 7A — entitled "Normal Term of Agreement" shall be stricken in its entirety and replaced with the following language: Normal Term of Agreement. The normal term of this agreement shall be for a period of ninety-six (96) months, commencing at 8:00 A.M. on the 1" day of November 2004 and ending at 5.00 p.m. on October 31, 2012. 2. Paragraph (3) of SECTION 7F — entitled "Cancellation of Agreement by BOCC" shall be amended as follows: If cancellation occurs during the twenty-fifth (25t) through ) ninety- sixth 96t" month of this agreement, the entitlement shall be equal to nine (9) months of prospective benefits.1 All other provisions of the September 8, 2004 agreement, as previously amended, not inconsistent herewith, shall remain in full force and effect. 1 deleted language shall appear in st4kethFGugN, additional language shall be underlined. IN WITNESS WHEREOF, the parties have hereunto set their hands and seal, the day and year first written above. ATTEST: DANNY L. KOLHAGE, CLERK Deputy Clerk MONROE COUNTY ATTORNEY APPROV RM: OBERT B. SHILLINGER, JR. �CHIEF ASSISTANT T� ATTORNE Y BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Mayor/Chairman. COUNTY ADMINISTRATOR Thomas J. Willi EMPLOYMENT AGREEMENT BETWEEN MONROE COUNTY, FLORIDA AND THOMAS J. WILLI FOR POSITION OF COUNTY ADMINISTRATOR THIS AGREEMENT is entered into upon the date last below written by and between Monroe County, Florida, acting through its Board of County Commissioners ("Board" or "BOCC"), a political subdivision of the State of Florida, whose main business address is 1100 Simonton Street, Key West, Florida 33040, and THOMAS J. WILLI, whose present residence address is 712 Shore Drive, Boynton Beach, FL 33435, ("Administrator"). WHEREAS, the current Monroe County Administrator has provided written notice to the BOCC that he will be terminating his employment with Monroe County; and WHEREAS, the BOCC has utilized the services of a professional recruiting agency to solicit applicants for the position of Monroe County Administrator; and WHEREAS, after review of applications, meeting with selected applicants, and conducting private and public interviews of four finalists, the BOCC has selected THOMAS J. WILLI as its unanimous first choice to be offered the position-ofMonroeCounty Administrator; and WHEREAS, negotiations between Monroe County and THOMAS J. WIL.LI has resulted in this mutually acceptable Employment Agreement ("Agreement"); NOW, THEREFORE, the BOCC and THOMAS J. WILLI hereby agree as follows: 1. EMPLOYMENT. THOMAS J. WILLI is hereby employed by the BOCC as County Administrator for Monroe County, Florida (hereinafter "Administrator"). 2, FULL-TIME EMPLOYMENT. County and Administrator agree that the position of County Administrator will be a full-time position. Work hours performed, annual leave, personal leave, and sick leave hours taken will be documented on a form or forms to be provided by County. 3. DUTIES OF ADMINISTRATOR. A. Administrator will perform the duties of County Administrator as provided for in Sections 125.70 through 125.74, Florida Statutes, known as the "County Administration Law of 1974'; all duties required by other applicable provisions of Florida law; all duties required by the Monroe County Code and lawfully adopted Resolutions of the BOCC; and all duties as may be set forth in administrative and personnel policies and procedures adopted by use by the County. B. Additionally, Administrator shall perform those duties, functions, and assignments which may Page 1 of 11 from time to time be directed by the BOCC C. Duties shall be performed in a professional, respectful, and timely manner and in accordance with the highest standards of ethical behavior established by the Code of Ethics of the International City/County Manager Association and with Part III, Chapter 112, Florida Statutes, entitled Code of Ethics for Public Officers and Employees. D. Administrator understands and agrees his duties under this Agreement will require him to routinely work varied hours in excess of the normal County workday, and the hours worked shall be consistent with the needs of the position. E. Nothing in this Agreement or in the BOCC's policies, rules, and procedures will limit the Administrator's right to make passive financial investments; to participate in charitable service or work with charitable organizations and other community activities, including trade and professional organizations; or to undertake other activities which do not interfere with the performance of the Administrator's duties under this Agreement, it being mutually agreed that the Administrator's participation in such activities is of such benefit to the BOCC and the County. F. The Administrator will be reasonably available to BOCC members and key County staff twenty- four (24) hours per day. Such availability will be by telephone or electronic messaging, or in person. a. SOLE EMPLOYMENT, In partial consideration for the agreements to be performed by the BOCC for the benefit of the Administrator as contained elsewhere in this Agreement, Administrator agrees that he will not perform any work, consulting services, or other activities for any other person or entity, whether for remuneration or at no charge, without the prior express written approval of the BOCC. It is the intent that Administrator's attentions will be devoted solely to County -related duties and obligations. 5. POST -EMPLOYMENT RESTRICTIONS. In partial consideration for the agreements to be performed by the BOCC for the benefit of the Administrator as contained elsewhere in this Agreement, Administrator agrees that for a period of twenty-four (24) months from the effective date of termination or cancellation of this Agreement, Administrator will not personally appear on behalf of another person or entity for compensation before the BOCC sitting in its legislative or quasi-judicial capacity, unless Administrator is appearing on behalf of another governmental agency. Additionally, Administrator agrees that for a period of twenty-four (24) months from the effective date of termination or cancellation of this Agreement, Administrator will not lobby the BOCC sitting in its legislative or quasi-judicial capacity. For purposes of this section, "lobbies" and "lobbyist" will have the same meaning as defined in Section 112.3215(d) and (e), Florida Statutes. This section will survive the termination or cancellation of this Agreement, but may be waived by a majority vote of the BOCC at a public meeting. 6. DISCLOSURE OF FINANCIAL INTERESTS. Section 112.3145, Florida Statutes, requires financial disclosure by a "local officer", and subsection (1)(a)3, defines local officer to include any person holding one or more of the following positions:... county... manager; chief administrative employee of a county...". Administrator agrees to make such disclosures on such forms and at such times as may be required by state law. Page 2 of 11 7. TERM OF AGREEMENT; TERMINATION; CANCELLATION; GENERAL RELEASE. A. Normal Term of Agreement. The normal term of this agreement shall be for a period of forty- eight (48) months, commencing at 8:00 A.M. on the l" day of November, 2004, and ending at 5:00 P.M. on the 30s' day of October, 2008. B. Extension of Normal Term. This Agreement will automatically renew for periods of one year unless either the BOCC or the Administrator gives the other notice of its' or his intent to modify or terminate the Agreement. Such written notice shall be given not less than ninety (90) days prior to the normal expiration date of this Agreement, or sixty (60) days prior to the expiration of any renewal term year, as applicable. Once either party gives written notice under this section, this Agreement will not be modified or extended except as may be mutually agreed to by and between the BOCC and the Administrator. C. Termination of Agreement by BOCC for Cause. This Agreement may be terminated by the BOCC only for cause, and only by majority vote of the BOCC at a public meeting duly noticed and held. At least fifteen (15) days prior to the date on which the agenda for the BOCC is prepared that contains the item of termination to be acted upon, BOCC shall provide to the Administrator a detailed written statement of the reason or reasons for which termination is being sought. The statement will include, but not be limited to, the act or acts, omission or omissions, or default or defaults which form the basis for which termination is sought, along with the relevant date or dates, time or times, and location or locations. As used in this Section 7, "for cause" will mean (a) dishonesty with respect to the business and operation of the BOCC; (b) confirmed violation of the BOCC's drug policy; (c) refusal to cooperate in an investigation regarding any aspect of the business or operation of the BOCC or County, which investigation is conducted by or at the express direction of the BOCC; (d) conviction of a crime which is classified as a felony or a crime involving moral turpitude; (e) gross neglect or willful and intentional misconduct; (f) conviction of a crime directly relating to the powers, duties, or privileges of County Administrator; (g) violation of a provision of the Monroe County Code; and (h) breach of any material term or condition of this Agreement by the Administrator. In the event that the Administrator prevails in any litigation challenging his termination for cause, he shall receive from the BOCC his reasonable attorneys' fees, costs of litigation, and related expenses, both at the trial and appellate levels. D. Termination of Agreement by Administrator for Breach by BOCC. This Agreement may be terminated by Administrator upon a breach of this Agreement by the BOCC, provided the BOCC has not cured the breach within thirty (30) days following the notice of the breach. If the breach has not been cured, termination will be effective on the thirty-first day following receipt of written notice from the Administrator by the BOCC. Upon termination of this Agreement due to breach by the BOCC, the Administrator shall be entitled to receive the prospective benefits as if this Agreement had been cancelled by the BOCC. E. Termination of Agreement by Normal Expiration. This Agreement is terminated upon its normal expiration date as stated in Sub -section 7.A. F. Cancellation of Agreement by BOCC. The BOCC may cancel this Agreement without cause, effective thirty (30) days after giving written notice to the Administrator. Such cancellation will be by a Page 3 of I 1 Resolution adopted by a majority vote of the BOCC at a duly noticed public meeting. Upon the effective date of the cancellation, the Administrator will be entitled to receive from the Board, and within fifteen (15) days will be paid by the BOCC, a sum equal to the total of the prospective benefits which would have been earned by the Administrator as if still employed under this Agreement for the calendar months following the cancellation of this Agreement in accordance with the following schedule: 1. If cancellation occurs during the first (1") through twelfth (12th) month of this Agreement, the entitlement shall be equal to fifteen (15) months of prospective benefits. 2. If cancellation occurs during the thirteenth (13'h) through twenty-fourth (24t) month of this Agreement, the entitlement shall be equal to twelve (12) months of prospective benefits. 3. If cancellation occurs during the twenty-fifth (25") through forty-eighth (48th) month of this Agreement, the entitlement shall be equal to nine (9) months of prospective benefits. For purposes of this section, "prospective benefits" will mean the combined base salary; transportation and cell phone allowances; dues, fees and costs to be paid under "Professional Memberships" and "Local Liaisons"; the contributions to be made under the Florida Retirement System; and all unused sick leave and annual leave hours. 4. General Release. Upon timely completion by the BOCC of all requirements under Sub- section 7.G., the Administrator will execute a general release in favor of all officers, members, and employees of the BOCC and County relating to any cause or causes of action the Administrator has, had, or may have related to the Agreement and the cancellation thereof. The general release will encompass all applicable federal, state, and local laws and ordinances relating to claims of illegal discrimination, intentional and unintentional torts, whistle blower rights, and all other types of claims whether known or unknown through the date of cancellation. To the extent that it is prohibited by applicable federal, state or local law, this provision will be deemed void and of no effect. G. Termination of Agreement by Resignation of County Administrator. This Agreement will be terminated upon the effective date of resignation by the Administrator. In the event that the Administrator does not give at least ninety (90) days written notice to the BOCC of his effective date of resignation, Administrator shall pay to the BOCC an amount equal to three (3) months of prospective benefits as that term is defined elsewhere in this Agreement. This amount shall not be considered to be a penalty but shall be considered as a payment to the BOCC to be used at the discretion of the BOCC for the costs and expenses of hiring an interim administrator or replacement administrator. This section shall survive the termination or cancellation of this Agreement. H. Abolishment of Position of County Administrator. If the BOCC takes such action as to lawfully abolish the position of County Administrator during the term of this Agreement, the abolishment of the position, for the purposes of this Agreement, shall be deemed to be a termination of this Agreement by cancellation by the BOCC. S. BASE SALARY. As partial consideration for the agreements and services to be performed by the Administrator for the benefit of the BOCC and County as contained elsewhere in this Agreement, the Page 4 of 11 BOCC will pay to the Administrator, for the period commencing on November 1, 2004, through September 300', 2005, the BOCC will pay to the Administrator, as and for a base salary, the sum of ONE HUNDRED THIRTY THOUSAND DOLLARS ($130,000,00). For the period commencing on October 1, 2005, through September 30a', 2006, the BOCC will pay to the Administrator, as and for a base salary, the sum of ONE HUNDRED FORTY-TWO THOUSAND DOLLARS ($142,000.00) per annum, PROVIDED, that the Administrator has received a satisfactory written evaluation by the BOCC, with said evaluation to be completed not later than August 31, 2005. For purposes of this Agreement, "per annum" will be defined as the fiscal year which commences on October I" and ends on the following September 301h. A. The salary shall be paid in installments at the same time and in the same manner as other County employees are paid, and will be subject to all legally required deductions. Currently, payments are paid in equal biweekly installments (26 pay periods per annum). B. The County may, at its option, increase the base salary in such amounts and to such an extent as the BOCC may determine, in its sole discretion, based upon the BOCC's evaluation of the performance of the Administrator. Such evaluation shall be in the form and manner that the BOCC deems appropriate, and shall be conducted not later than August 3 0 in each calendar year. Both the BOCC and the Administrator agree that nothing in this sub -section shall be interpreted to be a promise, obligation, or duty of the BOCC to provide for any increase in base salary, and such decision shall be the sole prerogative of the BOCC, but it is agreed by and between the BOCC and the Administrator that the Administrator shall receive, commencing on October 1, 2005, and thereafter during the term of this Agreement the annual percentage increase of base salary as received by other non -union County employees C. The BOCC agrees that at no time during the term of this Agreement will the salary or other benefits provided to the Administrator be decreased once agreed upon by both parties. 9. TRANSPORTATION. The Administrator agrees that he will be responsible for providing his own motor vehicle for transportation within the limits of Monroe County that may be necessary, required, or appropriate in fulfilling his responsibilities and duties under this Agreement. In lieu of the preparation, maintenance, submission, review, approval and auditing of detailed travel expense reimbursements, and as partial consideration for Administrator's entering into this Agreement, the BOCC agrees to pay to Administrator the sum of EIGHT HUNDRED DOLLARS ($800.00) PER MONTH as and for a transportation allowance. For travel out of Monroe County by motor vehicle, Administrator will be reimbursed by the BOCC on a per trip basis at the rate allowed for under the applicable Monroe County Code provisions, with mileage calculated as if departure commenced at the Monroe/Dade County line and return ended at the Monroe/Dade County line. At its sole discretion, and upon request by Administrator, the BOCC may authorize the reimbursement of Administrator's actual expenditures where documented evidence is provided detailing the actual expenses incurred. 10. TRAVEL REIMBURSEMENT. The BOCC agrees to pay to or reimburse the Administrator for the costs of mileage, meals, other expenses and lodging incurred by the Administrator that may be necessary, required, or appropriate in fulfilling the Administrator's duties and responsibilities under this Agreement. Meals, mileage, other expenses, and lodging will be paid for or reimbursed at the rates provided for by applicable Monroe County Code provisions, and shall be consistent with the provisions of this Agreement. At its sole discretion, and upon request by the Administrator, the BOCC may authorize the reimbursement Page 5 of I of the Administrator's actual expenditures where documented evidence is provided detailing the actual expenses incurred. 11. FLORIDA RETIREMENT SYSTEM. The BOCC agrees that the position of County Administrator will be a position classified as, and eligible for the benefits provided under, the Senior Management Service Class, in accordance with Section 112.055, Florida Statutes. The BOCC will contribute such amounts at such times as is required by the Florida Retirement System law, and any other applicable law or statute. In the event that the Administrator's employment is terminated without cause prior to Administrator becoming vested in the Florida Retirement System, the County shall pay into the Florida Retirement System such amounts as may be required for the Administrator to achieve vesting equal to six years in the Florida Retirement System. 12. PROFESSIONAL MEMBERSHIPS. The Administrator shall, as a minimum, maintain membership in the following professional organizations and interest groups: International City/County Managers Association and Florida City/County Managers Association. All dues, occupational licenses, fees, and costs for obtaining and maintaining the memberships delineated above will be paid for by the BOCC. 13. LOCAL LIAISONS AND MEMBERSHIPS. The Administrator shall establish and maintain liaisons with his counterparts in local governmental and public agencies located within the geographical limits of Monroe County, and with such agencies of the State of Florida and the federal government as may be appropriate and desirable. Any reasonable costs, fees, charges, or other expenses incurred in establishing and maintaining these liaisons shall be reimbursed or paid for by the BOCC. Additionally, the Administrator is authorized to become a member of civic clubs or organizations deemed to be appropriate by Administrator, and the costs of membership shall be paid for by the BOCC; provided, however, that the costs of membership and participation in such civic organizations shall not exceed ONE THOUSAND DOLLARS ($1,000.00) each fiscal year. 14. OFFICE SPACE; OFFICE STAFF; AND SUPPORTING SERVICES. A. Office Space. The BOCC will provide office space for the Administrator at the Historic Gato Cigar Factory Building at 1100 Simonton Street, Key West, Florida, and this space will be the primary office for the Administrator. B. Staff. The BOCC will provide sufficient qualified and trained staff to assist the Administrator in efficiently, productively, and professionally meeting the mission, goals and objectives of the office of the County Administrator and the duties of Administrator, C. Supporting Services. The BOCC will provide suitable utilities, telephone service, computer hardware and software, electronic research and e-mail services, world wide web and internet access, books and subscriptions, periodicals, office supplies, photocopy equipment, county web -page presence and server access and storage space, postage, office equipment and furniture, an other similar materials, equipment and services as may be necessary for the proper, productive, and efficient operation of the County Administrator's office. 15. ANNUAL LEAVE; SICK LEAVE; PERSONAL LEAVE; TRANSFER OF LEAVE. Page 6 of 1 l A. The Administrator will earn and be credited with annual leave at a rate per month equal to the highest rate earned by any other employee or officer of the BOCC. The Administrator may accumulate annual leave without limit and no unused annual leave shall be forfeited due to nonuse, any provisions of the Personnel Policies and Procedures Manual to the contrary notwithstanding; however, the Administrator and BOCC agree that the Administrator must take ten (10) days of annual leave during each fiscal year, with at least five days being consecutive. B. The Administrator will earn and be credited with sick leave at a rate per month equal to the highest rate earned by any other employee or officer of the BOCC. The Administrator may accumulate sick leave without limit and no unused sick leave shall be forfeited due to nonuse, any provisions of the Personnel Policies and Procedures Manual to the contrary notwithstanding. Additionally, the Administrator shall have the option of joining and receiving the benefits of the Monroe County Sick Leave Pool in accordance with the policies and procedures that are applicable and in effect. C. The Administrator will be credited with five (5) days of paid personal leave each year, commencing October I, 2004. Such leave will be credited on October I" of each fiscal year thereafter, and may be accumulated without limit. Such leave may be used by the Administrator as his discretion after considering the best interests of the County. Additionally, the BOCC and the Administrator agree that, due to the nature of the Administrator's duties and the requirements of the position of County Administrator, interference with the Administrator's family life is to be expected and it is recognized that the Administrator may from time to time absent himself during normal business hours for personal or family time; provided, however, that the Administrator remains reasonably available to BOCC members and key County staff by telephone or other electronic means. Such personal time or family time will not be considered nor debited against vacation time. 16. PARTICIPATION IN EDUCATIONAL AND COUNTY -RELATED EVENTS. The BOCC agrees to budget for and to pay the costs incurred by the Administrator in attending seminars, continuing education courses, BOCC and County -related events and out -of -county meetings as may be necessary or appropriate to the Administrator's duties and responsibilities under this Agreement. 17. EMPLOYMENT BENEFITS. A. Cell Phone; Laptop Computer. The BOCC agrees to provide a cell phone of its choice with a carrier of its choice to the Administrator, and shall provide a laptop computer of its choice to Administrator. The costs of acquisition, use, upgrade, and other expenses related to the supplying and use of the cell phone and laptop computer shall be paid for by the BOCC. B. Health, Medical, Dental, Vision, and Related Benefits. The BOCC agrees to make available to the Administrator all health, medical, dental, vision, and related benefits as it currently offers to other non -union County employees, under the same terms and conditions as offered to other non -union County employees, and as may be changed, amended, deleted, or added to from time to time. The BOCC shall pay the premiums required for single coverage for the Administrator, and the Administrator shall be responsible for the premiums required for dependent coverage. Page 7 of I 1 C. Holiday Benefits. The Administrator will receive the same paid holidays as the County's non- union employees receive. D. Other Customary Benefits. The Administrator shall have the right to participate in and receive the benefits of other employment -related benefits as are available to other non -union County employees. E. One-time Relocation Expense. As and for partial consideration for this Agreement, the County agrees to pay to the Administrator a one-time, lump sum payment of EIGHT THOUSAND DOLLARS ($8,000,00) to partially offset the Administrator's expenses associated with moving from Palm Beach County to Monroe County. This payment will be made during the month of October, 2004. F. Bonds. The BOCC will obtain a fidelity bond and any other applicable bonds covering the Administrator while employed during the term of this Agreement, and the costs and expense of obtaining and maintaining such bonds shall be paid for by the BOCC. G. Indemnification. The BOCC will defend, hold harmless, and indemnify Administrator, to the extent permitted by Florida law, from any claim, action, or legal proceedings initiated or brought against Administrator arising out of or in connection with an alleged act or omission by the Administrator occurring during the performance, and within the scope, of Administrator's official duties. H. Disability. In the event that Administrator has been unable to perform his duties for a period of twenty-four (24) calendar weeks due to a serious or catastrophic health condition, and further provided that Administrator has exhausted all personal leave hours, annual leave hours, sick leave hours, sick leave pool hours to which he is entitled, worker's compensation benefits to which he is entitled, and Family and Medical Leave Act benefits; then and in that event Administrator shall be entitled to receive the benefits provided for in Paragraph 7, Section H, above, as if this Agreement was cancelled by the BOCC. I. Term Insurance. During the term of this Agreement, the BOCC shall maintain in full force and effect, and shall pay all charges and premiums related to, a policy or policies of term life insurance in a total aggregate amount of THREE HUNDRED THOUSAND DOLLARS ($300,000.00), whereby the Administrator is the insured and the beneficiary is Administrator's spouse. J. Educational Reimbursement. 18. INDEMNIFICATION AND COOPERATION. A. Indemnification. The BOCC agrees to defend, hold harmless, and indemnify the Administrator against any tort, professional liability, or other legal demand, claim, or action which is related directly or indirectly to the Administrator's action in his capacity as County Administrator. B. Cooperation. In the event of actual or threatened litigation and/or administrative proceedings involved the BOCC or the County which arises out of an action or actions which occurred or are alleged to have occurred while the Administrator was acting in the capacity of County Administrator, the Administrator will cooperate with the BOCC and its counsel in defending and resolving the litigation or proceeding. In such regard, the BOCC agrees to pay the Administrator's reasonable travel and subsistence Page 8 of 11 expenses incurred in cooperating with the BOCC and its counsel, including preparation for and actual discovery, settlement, and trial and hearing of such matters. 1. The Administrator agrees that, unless required by Iaw, he will not cooperate with or assist any party, person, or entity who has, had, or may have, or asserts that he, she or it has or may have any claim of any nature against the BOCC or the County, its agents, officers, or employees, unless the BOCC or its authorized agent expressly consents in writing to waive this provision of this Agreement. 2. The Administrator will not disclose to any person, party, or entity any confidential, proprietary, time -sensitive, or non-public information relating to the BOCC, the County, and its operations unless required by law to do so. 3. The restrictions, prohibitions, and conditions set forth in Section 18.B.1 and .2 will not be applicable in instances where one or more governmental entities with jurisdiction over a claim or a violation of law are involved. 19. GOVERNING LAW; ATTORNEY'S FEES AND COSTS; VENUE. This Agreement is made in the State of Florida and will be governed by Florida law. This is the entire agreement between the BOCC and the Administrator and may not be modified or amended except by a written document signed by the party against whom the enforcement is sought. This Agreement may be signed in more than one counterpart, in which case each counterpart will constitute and original of this Agreement. Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this Agreement. Wherever used herein, the singular will include the plural, the plural will include the singular, and pronouns will be read as masculine, feminine, or neuter as the context requires. The prevailing party in any litigation, arbitration, or mediation relating to this Agreement will be entitled to recover its reasonable expenses and attorneys' fees from the other party for all matters, including but not limited to, appeals. Monroe County, Florida will be the proper venue for any litigation involving this Agreement. 20. PERFORMANCE EVALUATION. The BOCC and Administrator shall annually define goals, performance objectives, relative priorities, and time lines for performance which the BOCC and Administrator mutually agree are minimally necessary for the proper operation of county government and achievement of the BOCC's policy objectives. The mutual agreement shall be memorialized by a Resolution or Resolutions of the BOCC, and the Resolution or Resolutions shall become the basis for review and evaluation of the Administrator's work performance. A review and performance evaluation of the Administrator shall be conducted at least once during each fiscal year, and more often as the BOCC may deem appropriate. During the first ninety (90) days of this Agreement, the BOCC and Administrator shall mutually agree upon the format and form of the evaluation instrument to be used for the purposes stated in this section. 21. OTHER TERMS AND CONDITIONS. A. If any provision, term, or portion of this Agreement shall be held to be unconstitutional, illegal, invalid, or enforceable by a court of competent jurisdiction, the remaining terms, conditions, and portions shall remain in full force and effect as if originally agreed to without the term, condition, or portion that has Page 9 of 11 been determined to be unconstitutional, illegal, invalid or unenforceable. B. The waiver by either the BOCC of the Administrator of a breach or violation of any term or provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach or violation by the other party. C. This Agreement shall be binding upon and shall inure to the benefit of the heirs or estate of the Administrator. D. Should the Administrator die during the term of this Agreement, the obligations of the BOCC under this Agreement shall immediately terminate except for payment of accrued and unused leave balances to the Administrator's designated beneficiaries of his estate; payment of all outstanding hospitalization, medical, dental, and vision bills in accordance with the County's plans, policies, and procedures; and payment of all life insurance benefits in accordance with the terms of the County's insurance policies or plans. E. The BOCC and Administrator acknowledge that each has shared equally in the drafting and preparation of this Agreement and, accordingly, no court or administrative hearing officer shall construe any provision of this Agreement more strictly against one party over the other party, and every term, condition, covenant, and provision of this Agreement shall be construed simply according to its fair meaning. F. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and/or understandings applicable to the matters contained herein. it is further agreed that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained herein, and no deviation from the terms hereof shall be predicated upon any prior representations, offers, promises, inducements, or agreements, whether oral or written, and by whomever made. The text herein constitutes the entire agreement between the BOCC and the Administrator, and this agreement cannot be amended except by a written document mutually agreed to and executed with the same formalities as this Agreement. G. The rights and obligations of this Agreement are personal to the Administrator and cannot be assigned, transferred, or otherwise impaired by the Administrator. (Rest of Page is Blank.) Page 10 of 11 r � a • or r, GD at Key West, Monroe County, Florida, this day of BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA BY' ��� Mayor/Chairpe son COUNTY ADMINIS TOR THo S J. I Date: 27 fl Page 11 of I l A�J. t�lo 00velol AMENDMENT TO EMPLOYMENT AGREEMENT COUNTY ADMINISTRATOR THIS AMENDMENT is made and entered into this 16th day of November, 2005, between the Board Of County Commissioners Of Monroe County, Florida, hereinafter "County", and Thomas J. Willi., hereinafter "County Administrator." WHEREAS, on September 8, 2004, the parties entered into an agreement for County Administrator for the period November 1, 2004, through October 31, 2008; and WHEREAS, the parties desire to change certain terms due to conditions being changed by the events of Hurricanes Dennis, Katrina, Rita, and Wilma; now therefore, IN CONSIDERATION OF THE MUTUAL COVENANTS BELOW, IT IS AGREED AS FOLLOWS: 1. Section 8, Base Salary, of the Agreement entered September 8, 2004, shall be amended to read: As partial consideration for the agreements and services to be performed by the Administrator for the benefit of the BOCC and the County as contained elsewhere in this Agreement, the BOCC will pay to the Administrator, for the period commencing on November 1, 2004, through September 30, 2005, as and for a base salary, the sum of One Hundred Thirty Thousand Dollars ($130,000.00). For the period commencing on October 1, 2005, through September 30„ 2006, the BOCC will pay to the Administrator, as and for a base salary, the sum of One Hundred Forty -Two Thousand Dollars ($142,000.00) per annum. For purposes of this Agreement, "per annum" will be defined as the fiscal year which commences on October 1st and ends on the following September 301h A. The salary shall be paid in installments at the same time and in the same manner as other County employees are paid, and will be subject to all legally required deductions. Currently, payments are paid in equal biweekly installments (26 pay periods per annum). B. The County may, at its option, increase the base salary in such amounts and to such an extent as the BOCC may determine, in its sole discretion, based upon the BOCC's evaluation of the performance of the Administrator. Such evaluation shall be in the form and manner that the BOCC deems appropriate. Both the BOCC and the Administrator agree that nothing in this sub -section shall be interpreted to be a promise, obligation or duty of the BOCC to provide for any increase in base salary, and such decision shall be the sole prerogative of the BOCC, but it is agreed by and between the BOCC and the Administrator that the Administrator shall receive, commencing on October 1, 2005, and thereafter during the term of this Agreement the annual percentage increase of base salary as received by other non -union County employees. C. The BOCC agrees that at no time during the term of this Agreement will the salary or other benefits provided to the Administrator be decreased once agreed upon by both parties. 2. Section 9, Transportation, of the Agreement entered September 8, 2004, shall be amended to add the following language: Effective on such date as a County vehicle is assigned to the Administrator, the Administrator shall have the use of a County vehicle instead of the transportation allowance for in - County travel. The monthly travel allowance for the month of the assignment shall be pro -rated accordingly. Reimbursement for out -of -County travel shall continue as of the date of the assignment of a County vehicle to the Administrator to be made on a per trip basis under applicable Monroe County Code provisions without a mileage calculation. 3. Section 15, Annual Leave, etc., Paragraph A shall be amended to read as follows: A. The Administrator will earn and be credited with annual leave at a rate per month equal to the highest rate earned by any other employee or officer of the BOCC. The Administrator may accumulate annual leave without limit and no unused annual leave shall be forfeited due to nonuse, any provisions of the Personnel Policies and Procedures Manual to the contrary notwithstanding; however, the Administrator and BOCC agree that the Administrator must take five (5) days of annual leave during each fiscal year, starting with the second year of the employment agreement, with at least five days being consecutive. 4. Section 20, Performance Evaluation, of the Agreement entered September 8, 2004, shall be amended to read as follows: The BOCC and Administrator shall annually define goals, performance objectives, relative priorities, and time lines for performance which the BOCC and Administrator mutually agree are minimally necessary for the proper operation of county government and achievement of the BOCC's policy objectives. The mutual agreement may be memorialized by a Resolution or Resolutions of the BOCC, and the Resolution or Resolutions may become the basis for review and evaluation of the Administrator's work performance. A review and performance evaluation of the Administrator may be conducted at least once during each fiscal year, and more often as the BOCC may deem appropriate. During the first ninety (90) days of this Agreement, the BOCC and Administrator may mutually agree upon the format and form of the evaluation instrument to be used for purposes stated in this section. 5. All other provisions of the September 8, 2004 agreement, not inconsistent herewith, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have hereunto set their hands and seal, the day and year first written above. BOARD OF COUNTY OMMISSIONERS f s OF MONROE COU FLORIDA . �.. Mayor/Cha' an o v cm -n . . , ?� z v h rn L. KOLHAGE, CLERK nci,= Deputy Clerk COUNTY AD ISTRATOR z Thomas J. it . MONROE COON i y ATTORNE APPROVED AS TO FO SUZRN t= A. H TON SISTANT� UV A TORNEY Date �Y __._.. _ ___/_ AMENDMENT TO EMPLOYMENT AGREEMENT COUNTY ADMINISTRATOR THIS AMENDMENT is made and entered into this 25th day of January, 2006, between the Board Of County Commissioners of Monroe County, Florida, hereinafter "County", and Thomas J. Willi., hereinafter "Administrator." WHEREAS, on September 8, 2004, the parties entered into an agreement for County Administrator for the period November 1, 2004, through October 31, 2008; and WHEREAS, the parties entered into an amendment on November 16, 2005; and WHEREAS, that amendment was intended to allow the Administrator to enjoy the same cost of living raise as was afforded to non -union County employees as of October 1, 2005, and to allow flexibility in the manner of evaluation; and WHEREAS, the amendment has been interpreted to preclude the Administrator from receiving the cost -of -living raise accorded to other employees, and also confuses the issue of merit increases; and WHEREAS, the parties find it in the best interests of both to amend the agreement to address compensation issues; now therefore, IN CONSIDERATION OF THE MUTUAL COVENANTS BELOW, IT IS AGREED AS FOLLOWS: 1. Section 8, Base Salary, of the Agreement entered September 8, 2004, as amended November 16, 2005, shall be amended by adding: D. Effective October 1, 2005, compensation shall be determined as follows: In consideration of the services to be performed by the Administrator for the benefit of the BOCC and the County as contained elsewhere in this Agreement, the BOCC will pay to the Administrator, the sum of One Hundred Fifty -Two Thousand Five Hundred Fifty -Three & 44/100 Dollars ($152,553.44) per annum for the period October 1, 2005, through September 30, 2006. Thereafter, the Administrator shall receive the same cost -of -living and merit increases awarded to non -union County employees, unless the parties shall, in writing, amend this agreement to effect a different compensation. 2. All other provisions of the September 8, 2004 agreement, as previously amended, not inconsistent herewith, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have hereunto set their hands and seal, the day and year first written above. 2 (SEAL) ATTMST: DANNY L. KOLHAGE, CLER By: Deputy Clerk ONHOE 00oNi`' ATT{�RN1= AP VED AS TO FO 0 S ANNE A. HU ASSIS ANT rpttY ATT097Y BOARD OF COUPffY COMMISSIONERS OF MONReXOUNTY, FLORIDA K Mayor/Ch irman COUNTY ADMINISTRATOR Thom s J. Willi. BOARD OF COUNTY COMMISSI( AGENDA ITEM SUMMARY Meeting Date: November 14, 2007 Bulk Item: Yes x No Division: County Administrator Department: County Administrator Staff Contact Person/Phone #Tom Willi 292-4441 AGENDA ITEM WORDING: Approval of a First Amendment to Air Ambulance Agreement between the Monroe County Board of County Commissioners, the Monroe County Sheriff's Office and Global Sky Aircharter Corporation. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: At the July 19, 2006 BOCC meeting the board approved of a Air Ambulance Agreement with Monroe County Sheriffs and Global Sky Aircharter Corporation. CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATIONS: TOTAL COST: COST TO COUNTY: BUDGETED: Yes No SOURCE OF FUNDS: REVENUE PRODUCING: Yes _ No _ AMOUNT PER MONTH Year APPROVED BY: County Arty _ OMB/Purchasing _ Risk Management _ DOCUMENTATION: Included DISPOSITION: Revised 8i06 Not Required_ AGENDA ITEM MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: MCSO and Global Sky Contract # Aircharter Corporation Effective Date: 11/14/07 Expiration Date: Contract Purpose/Description: Originally is was agreed the County would be responsible for the billing and collections and the parties desire that the Sheriff s Office perform these functions. Contract Manager: (Name) (Ext.) (Department/Stop #) for BOCC meeting on 11/14/07 Agenda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $ Current Year Portion: $ Budgeted? Yes❑ No ❑ Account Codes: Grant: $ County Match: $ _- ADDITIONAL COSTS Estimated Ongoing Costs: $/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) Date In Division Director Risk Management O.M.B./Purchasing County Attorney Comments: CONTRACT REVIEW Changes Date Out Needed Reviewer Yes❑ No❑ Yes❑ No❑ Yes❑ No❑ Yes❑ No❑ UMB Porm Revised 2127/01 MCP #2 First Amendment to Air Ambulance Agreement Whereas, the Monroe County Board of County Commissioners, the Monroe County Sheriffs Office, and Global Sky Aircharter Corporation, entered into an Air Ambulance Agreement on July 19, 2006, and Whereas, the original agreement called for the County to be responsible for billing and collections, and Whereas, the parties now desire that the Sheriffs Office perform these functions, NOW THEREFORE, the original Air Ambulance Agreement is amended as follows: 1. Section 3.4 that originally read: 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. Is now amended to read as follows: County shall, during the term of this Agreement, provide all appropriate administrative support, including but not limited to the staffing and equipment to the Project and Contract Services as deemed reasonable by the Parties. 2. Section 3.6 that originally read: 3.6 County shall be responsible for engaging any third party collection service for uncollectible accounts for Part 135 Receivables. Is now amended to read: 3.6 The Sheriff's Office shall be responsible for engaging any independent contract billing agency and third party collection service for uncollectible accounts for Part 135 Receivables. Responsibility for current uncollected air ambulance accounts shall be transferred to the Sheriff's Office as of the effective date of this First Amendment. The County shall direct the current contract billing agency to deliver all information related to pending air ambulance collection efforts to the County and the Sheriff's Office on an expedited basis. All proceeds collected shall be delivered to and deposited as directed by the County Clerk. BOARD OF COUNTY COMMISSIONERS (Seal) OF MONROE COUNTY (Board of Governors/Fire & Ambulance) By: Attest: FIRST AMENDMENT TO AIR AMBULANCE AGREEMENT PAGE 1 OF 2 Mayor/Chairperson DANNY L. KOLHAGE, CLERK By: MONROE COUNTY SHERIFF'S OFFICE By: Richard D. Roth, Sheriff GLOBAL SKY AIRCHARTER CORPORATION By: Richard D. Roth, President Deputy Clerk Approved by Monroe County on , 2007, Item number FIRST AMENDMENT TO AIR AMBULANCE AGREEMENT PAGE 2 OF 2 5INT17 AIR AMBULANCE AGREEMENT THIS AIR AMBULANCE AGREEMENT (hereinafter, the'Agreemenn, made and entered into this J _ day of July, 2006, by and between MONROE COUNTY, a political subdivision of the State of Florida, United States of America ("USA7, with principal offices located all 100 Simonton Street, Key West, Florida 33040, USA (hereinafter referred to as the "County'; and MONROE COUNTY SHERIFF'S OFFICE, a legal subdivision of the State of Florida USA, with offices at 55Z College Road, Key West, Florida 33040, USA (hereinafter referred to as the "Sheriff); and GLOBAL SKY AIRCHARTER CORPORATION, a Florida USA corporation, with offices at 5525 College Road, Key West, Florida 33040, USA (hereinafter referred to as "Global') (collectively, hereinafter, the County, Sheriff and Global, shall 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 tnterxi, by and through this Agreement, to clarify chin economic, billing and collection procedures for the EMS Air Operation and related professional services (collectively, the "Economic Administration') between the Sheriff, Global and County; and WHEREAS, collectively, the EMS Air Operation and the Economic Administration shag be referred to as the "Project'; and WHEREAS, in order to facilitate the Project the County and Sheriff acquired a 1981 Sikorsky model S-76A helicopter, manufacturer's serial number 760197, registered with the USA's Federal Aviation Administration ('FAA as N322LF (pending registration change to N911 FK) (the "Helicopter"), which Helicopter power -plant has been converted to the S-76A++ configuration, and includes a full EMS Air Operation interior, and Its attached engines and rotors, books, logs, tags. maintenance recants and loose equipment related thereto in the Sheriffs possession (collectively, the'Akcrafr); 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 order for Global and the Sheriff (collectively, hereinafter the Sheriff and Global shag be referred to as the 'Contracton to operate the Aircraft on an on -demand charter basis for said Project and EMS Air Operation pursuant to Title 14 of the Code of Federal Regulations ("CFRI at 14 CFR Part 135 (tie "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. County's Initials _ Sheriff's Irriti is Global's Initial' Page 1 of 11 070506 NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: ARTICLE 1 — RECITALS 3 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 term from July 19, 2005 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 Contractor will 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 Aircraft, 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-facifdy transport of patients for medical purposes (collectively, the "Contract Servicesm). 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 Billkhg may be issued in the form of a work order ("Supplementary WM. Each Supplementary WO will set forth a specific scope of services, amount of compensation, deliverables and completion date and shall 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 136 Rules, and when the intent of this Agreement and the Project contradict View 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 ("FAC"), 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 the intent of this Agreement and the Project contradict these FAC 134E-2 Rules 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'. County's Initial _ Sheffs Initials _ Global's Initials _ Page 2 of 11 070506 2.8 The Parties acluxmiedge that the FAA Lease, as well as other FAA documentation issued pursuant to the Part 135 Certificate, shall give full command and control of the Aircraft, during any and ad operations thereof, inducing all operations relative to the 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 EARS Personnen. 3.2 County to formulate, establish and administer a billing and collection procedure to users of the Contract Services (andlor their medical insurance providers) in order but County can, to the maximum extent possible, be reimbursed in whole or in part for said Contract Services (the "Contractor Minn. 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 Bitting in compliance with the CFR's, Part 135 Rules and FAC 64E-2 Rules ('Billing Requriementsl. Notwithstanding these Billing Requirements, all revenue derived from said Billing Requirements shall be deemed the property and entitlement of the County ("Part 135 Receivableso). 3.3 The cost of the EMS Air Operation (and the cost of County EMS Personnel) shall be home by County pursuant to the budget as provided in Sedan 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 arry 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 uncolkmtible 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. County's Initials Sheriffs Initials' Global's Initials Pape 3 of 11 070506 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 0% performance of Contract Services as is ordinarily provided by any provider of similar services for local governments in South Florida. ARTICLE 5 — CONTRACTOR STATUS 5.1 The Sheriff and the County are both subdivisions 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 fuller 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 execute the following types of standard forms and correspondences: (a) Probate tidings, (b) letters to patients or their representatives relative to account payment, (c) forms verifying the tax-exempt status of the Parties, (d) insurance filings and related fortes, and (d) 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 laws and regulations governing such matters related to the EMS Air Operation. ARTICLE 6 - COMPLIANCE WITH LAWS In performance of the Contract Services, the Parties will comply with applicable CFR's, FAC% regulatory and other applicable requirements including federal, state, and local laws, rules regulations, orders, codes, criteria and standards, particularly including Part 135 Rules and FAC 64E-2 Rules. ARTICLE 7 - INSURANCE During the performance 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 liability. The Contractor shall procure and maintain, for the life of this Agreement, aviation liability insurance. This coverage shall be on an "Occurrence 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$25,0t70,000 per ocamenc e, combined single limit for bodily injury, liability and property damage liability. County Board of County Commissioners must be named County's Initials _ Sheriff's Initials _ Globst's Initials Page 4 of 11 07050a as an additional insured. Thirty (30) days written notice must be provided to County in the event of cancellation. 8.2 Aviation Hui. The Contractor shall procure and maintain, for the tide of the Agreement, coverage for the value of the Aircraft, initially in the sum of US$4,000,000.00, with a deductible sum not to exceed US$100,000.00. The loss payee for this coverage shall be the Sheriff. This policy shall be in the standard aviation form 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 casualties. 8.3 Suoaigmental 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 thirty (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 rife 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, setf4nsuranoe coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liabiity 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 shall be considered to be in default of this Agreement if decays in or failure of performance shall be due to uncontrollable forces, or form majeure, the effect of which, by the exercise of reasonable diligence, any of Mine non -performing Parties could not avoid. The term "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, ighfiing, epidemic, war, riot, civil disturbance, sabotage. Ads of God and governmental actions. Neither party she#. 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 non -performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the otter party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement ARTICLE 10 - GOVERNING LAW AND VENUE County's Initials Sheriffs Initials! Global's initials _ Page 5 of 11 This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Monroe County and the Agreement wth be interpreted according to the laws 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 tens 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. 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 duty signed by the Parties to this Agreement. In the event of a written waiver, such a waiver shall not affect the waiving party's 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 breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 11.2 Severabihty. The invalidity, illegality, or unenforceabitity of any provision of this Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void or voidable, shah 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 tD reform the Agreement to replace any stricken provision with a valid provision that comes as dose 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 determined to be void by a court of competent jurisdiction. 11.3 Contractor Records. The Parties shall maintain all books, records, and documents directly peftwd to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each of the Parties to this Agreement or their authorized representatives shall have reasonable and timey aowss 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 determines 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 Sea 55.03, FS, running from the deft 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 authorized by all necessary County, Sheriff and corporate action, as required by law. 11.5 Claims for Federal or State Aid. Contractor and County agree that each shah be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all such applications, requests, grant proposals, aid funding solicitations shall be approved by each parry prior to submission. 11.6 Adiudication of Disoutes or Disagrgements. County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between Country's Initials _ Sheriffs Initials _ Global's Initials Page 6 of 11 070506 representatives of each of the Parties. 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 public meeting of the Board 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 Cooperation. In the event any administrative or legal proceeding is instituted against any of the Parties relating to the formation, 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 shall be requmed 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 fuAher action on the part of any party, effective the data 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) Title 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 amended (20 USC ss_ 1881-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 604 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 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 Ad of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290se-3), as amended, relating to aordiderttmakty of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. at seq), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC 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, disabitity, 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 Interest Except for the relationships defined in Article 5 above, County and Contractor covenant that neither presently has any interest, and shaft not acquire any Merest, 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 and Sheriff agree that officers and employees of the County and Sheriff recognize and will be required to comply with the standards of conduct for public officers County's Initials _ Sheriff's Initials _ Global's Initials Page 7 of 11 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; unaudmUed compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 11.12 No Solcitabon/Pavment. The Sheriff entered into a professional fees arrangement with the Aviation Professionals Group In Fort Lauderdale, Florida; and purchased the shares for Global from the former shareholder thereof. Other than these arrangements the County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, otter 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 Contractor agrees that the County shad 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. 11.13 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. 11.14 Legal Obligations and Responsibilities: Non -Delegation of Constitutional or Stab D Duties. This Agreement is not intended to, nor shall it 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 permitted by the Florida constitution, state statute, and case law. 11.15 Non -Reliance by Non -Pa des. 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 Contractor agree that neither the County nor the Contractor 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. 11.16 Attestations. Contractor 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. 11.17 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 County's Initials _ sheriff's Initials Page 8 of 11 Globars Initials: 070506 personally on this Agreement or be subject to arty 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 Headings. 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 exclusive 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 Services, whether written or oral. The Agreement may not be modified unless such modifications 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, administ►atom, assigns and legal representatives to the other party to this Agreement. Any assignment, sale, pledge or conveyance of this contract by Contractor 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 Convector 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 -NEGOTIATION CERTIFICATE Execution of this Agreement by the Contractor shall act as the execution of a tnnh in negotiation certificate certifying that the fees and costs used to determine the Compensation provided for in this Agreement are no higher than those charged to other customers of Contractor for the some or substantially similar service, 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 all 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 turn over such Couny's Initials ShedWs Initials _ Global's Initials Page 9 of 11 070508 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 required 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 Fire✓Rescue Services Department 49063Id Street Marathon, Florida 33050 Attention: Chief Clark O. Martin, Jr. And County Attorney's Office Suzanne Hutton, Esquire County Attorney P. O. Box 1026 Key West, Florida 33041-1026 As To the Sheriff: Monroe County Sheriffs 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 it's seat ID be affixed hereto,, and both the Monroe County Sheriff's Office and Global Sky Airchafter Corporation have executed this contract as of the day and year first above written. County's Initials _ ShertiPs Initials Page 10 of 11 Global's Initials (Agreement signatures appear on the following page) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY —Mayof/Chaikerson MONRO`EE COUNTY SHERIFF'S OFFICE By. o't4e X-e �&— Richard D. Roth, Sheriff GLOBAL AIRCHA�R%TER CORPORATION By: Richard D. Roth, President (Seal) 070506 rrn `n a ^' �• v 11 1 A 9t DANNY L. KOLHAGE, CLERK B. Deputy Clerilli MONROE COUNTY APPROVED AS I Approved by Monroe County on 2005, Item number County's Initials Sheriff's Initials T 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 S-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. New York, NY 10006 AIRCRAFT CERTIFICATE OF INSURANCE Data: August 2, 2006 CERTIFICATE HOLDER: GLOBAL SKY AIRCHARTERS CORP. OIBIA TRAUMA STAR At MONROE COUNTY BOARD OF COUNTY COMMISSIONEI 5525 COLLEGE ROAD KEY WEST, FL 33040 Dsser ptIve Schad Named Insured: Address of Insured: Company: Policy Nunbw: Policy Effective Deb: Aircraft Cowred: Use: Territory: MONROE COUNTY SHERIFF'S OFFICE 5525 COLLEGE ROAD KEY WEST, FL 33040 ACE USAiACE AMERICAN INSURANCE CGIOTHERS 11 DO POYDRAS STREET, SUITE 2150, NEW ORLEANS, LA 70163 AACN02198915001 06. 12 2DOB to 06. 12 2007 N911 FK: 1981 SIKORSKY 5.76 ALL USES AS REQUIRED BY THE NAMED INSURED ANYWHERE IN THE WORLD COVERAGES LIMITS OF COVERAGE Bodily Injury and Prcpery Damage LiaWrly: 625,000,000 EACH OCCURRENCE,INCLUDING PASSENGERS Physical Damage (Hull) Coverage; F4,000,000.G0 PHYSICAL DAMAGE COVERAGE FOR GROUND AND FLIGHT Less Deductiblels) of $1.000.00 Not In Motion and $100,000.00 In Motion THE CERTIFICATE HOLDERS ARE INCLUDED AS AN ADDITIONAL INSUREDS FOR LIABILITY WITH RESPECT TO OPERATIONS BY OR FOR THE NAMED INSURED. WE AGREE, IF POSSIBLE, TO NOTIFY THE CERTIFICATE HOLDERS 30 DAYS (10 DAYS FOR NONPAYMENT OF PREMIUMI BEFORE THE DATE OF CANCELLATION IF THE ENTIRE POLICY SHOULD BE CANCELLED, BUT NEITHER THE COMPANY NOR ALEXANDER AVATIONe ASSOCIATES, INC. SHALL BE LIABLE FOR FAILURE TO GIVE SUCH NOTICE. This eortificae in, vodfication of Inswacce Is not an bnurmea poky and does not tuneful, waif, or slw the coverage aHotdsd by die policy Ilatsd homin. Notwithaanding any mQuhemm". tarn or coadMm of any connect or other dosrmait, with respect to whick riis coldRe0% or va18utbn of icwnnw my be Issued or nwy psrtabi, She trnursrico afforded by die PoBoy described herein 4 subject to a6 tams. veduslens and conditions of such Policy. r". \�� APOPKA. FLORIDA By: — KGRAM 01C. CAP Dee: August 2, 2006 UC818E ALEXAN AVIATION ASSOCIATES, INC. OATS �- 7 WEST MAIN ST., SUITE 100, APOPKA, FLORIDA 32703 PH: 44071886-3322t16001432-86I&FAX: (407)089.0101