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11/20/2018 Agreement DATE: January 25, 2019 TO: Debbie Lofberg Emergency Services FROM: Pamela G. Hancock, D.C. SUBJECT: November 20, 2018 BOCC Meeting Attached is an electronic copy of Item G27, Agreement between Monroe County Board of County Commissioners and International Consulting and Education Partners, LLC for Consulting Services to deliver Emergency Medical Training to students enrolled at Monroe County's Fire Academy at a flat cost of $18,125.00, for your handling. Should you have any questions, please feel free to contact me at ext. 3130. Thank you. cc: County Attorney Finance File AGREEMENT BETWEEN MONROE COUNTY AND INTERNATIONAL CONSULTING AND EDUCATION PARTNERS, LLC FOR CONSULTING SERVICES This AGREEMENT is made and entered into this 60 In day of ibletidoct,20B,by and between Monroe County,Florida, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West Florida 33040, hereafter referred to as the "COUNTY" and International Consulting and Education Partners,LLC,a Florida limited liability Company, doing business as Southeastern Medical Academy,whose address is 8900 Overseas Highway,Marathon Florida 33050,hereafter referred to as the "CONSULTANT". Article 1. Scope of Services 1. The CONSULTANT will deliver an Emergency Medical Training-Basic Training Program in accordance with the State of Florida; Department of Education Standards. 2. The EMT Training Program will provide all required instruction and documentation to allow all students who pass the class to sit for the National Registry EMT certification. 3. The Emergency Medical Technician Training Program will begin instruction within 60 days of signing an agreement to do so,the instruction will take no longer than Four Months barring delays caused by natural disasters as declared by the State of Florida or Monroe COUNTY. 4. The Emergency Medical Technician Training Program will provide the class be taught on a Monday through Friday schedule for the students. 5. The Emergency Medical Technician Training Program will provide arrangements with the local hospital for all clinical education. 6. The Emergency Medical Technician Training Program will provide a comprehensive course of study that prepares students to sit for the National Registry EMT certification examination. Article 2. Compensation 1. As consideration for providing the services enumerated in Article 1, the COUNTY shall pay the CONSULTANT as follows: a. The price for delivering the Emergency Medical Technician Training Program will be a flat fee of eighteen thousand, one hundred and twenty-five dollars ($18,125.00),all inclusive, that will cover all costs including travel time and travel expenses and all other costs Page 1 of 7 associated with the program to the BOCC. b. Payment shall be made to CONSULTANT in two (2)payments to be issued immediately after the first day of instruction and 30 days after instruction begins. c. The cost of$725.00 per student will include: • Registration Fee • Tuition Fee • All Textbooks and LabBooks • Supplies • Uniforms (supplied by Academy) Article 3. Invoicing and Payment 1. Invoices will be issued by CONSULTANT for all payments under this AGREEMENT, as prescribed in Article 2. Invoices are to be submitted and paid in accordance with the Florida Prompt Payment Act. Payment will be made after submission of invoice by CONSULTANT acceptable to the Clerk of Court. Acceptability to the Clerk is based on generally accepted accounting principles and such laws,rules and regulations as may govern the Clerk's disbursal of funds. Article 4. Obligations of the CONSULTANT To the fullest extent permitted by law, the CONSULTANT expressly agrees to indemnify and hold harmless Monroe County, their officers, directors, agents and employees (herein called the "indemnitees") from any and all liability for damages, including, if allowed by law, reasonable attorney's fees and court costs, such legal expenses to include costs incurred in establishing the indemnification and other rights agreed to in this Paragraph, to persons or property, caused in whole or in part by any act, omission, or default by CONSULTANT or its subcontractors, material men, or agents of any tier or their employees, arising out of this agreement or its performance, including any such damages caused in whole or in part by any act, omission or default of any indemnitee, but specifically excluding any claims, of or damages against an indemnitee resulting from such indemnitee's gross negligence, or the willful, wanton or intentional misconduct of such indemnitee or for statutory violation or punitive damages except and to the extent the statutory violation or punitive damages are caused by or result from the acts or omissions of the CONSULTANT or its subcontractors, material men or agents of any tier or their respective employees. 1. Indemnification by CONSULTANT for Professional Acts. CONSULTANT hereby agrees to indemnify Monroe County and the directors, officers and its employees (collectively, the "indemnitees"), and hold each of the indemnitees harmless, against all losses, liabilities, penalties (civil or criminal), fines and expenses (including reasonable attorneys' fees and expenses) (collectively, "Claims") to the extent resulting from the performance of CONSULTANT's negligent acts, errors or omissions,or intentional acts in the performance of Page 2 of 7 CONSULTANT's services, or any of their respective affiliates, under this Agreement. If claims, losses, damages, and judgments are found to be caused by the joint or concurrent negligence of Monroe COUNTY and CONSULTANT, they shall be borne by each party in proportion to its negligence. Nothing contained in this Agreement shall be construed to be a waiver by the COUNTY of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar provision of law. Nothing contained herein shall be construed to be a consent by either party to be sued by third parties in any matter arising out of this or any other Agreement. 2. Insurance. CONSULTANT is to secure,pay for,and file with COUNTY,prior to commencing any work under the Contract, all certificates for Workers' Compensation,Public Liability, and Property Damage Liability Insurance and such other insurance coverages as may be required by specifications and addenda thereto, in at least the following minimum amounts with specification amounts to prevail if greater than minimum amounts indicated.Notwithstanding any other provision of the Contract, the CONSULTANT shall provide the minimum limits of liability insurance coverages as follows: Auto Liability $1,000,000 Combined Single Limit General Liability $2,000,000 Aggregate(Per Project) $2,000,000 Products Aggregate $1,000,000 Any One Occurrence $1,000,000 Personal Injury $ 300,000 Fire Damage/Legal Professional Medical Liability(if required) $1,000,000 Per Claim/Aggregate Educator's Liability (if required) $1,000,000 Per Claim/Aggregate Additional Umbrella Liability $1,000,000 Occurrence/Aggregate CONSULTANT shall furnish an original Certificate of Insurance indicating, and such policy providing coverage to,Monroe County named as " Additional Insured" on all policies-Excepting Professional Liability,on PRIMARY and NON CONTRIBUTORY basis utilizing an ISO standard endorsement at least as broad as CG 2010(11/85)or its Equivalent, (combination OF CG 20 10 07 04 and CG 20 37 07 04. providing coverage for completed operations is acceptable) including a "Waiver of Subrogation"clause in favor of Monroe County on all policies.VENDOR will maintain the Professional Liability, General Liability and Umbrella Liability insurance coverages summarized above with coverage continuing in full force(including the aforementioned"additional insured"endorsement)until at least 3 years beyond completion and delivery of the work contracted herein. Notwithstanding any other provision of the Contract, the CONSULTANT shall maintain complete Workers' Compensation coverage for each employee, principal, officer, Page 3 of 7 representative, or agent of the CONSULTANT who is performing any labor, services, or material under the Contract. Further, CONSULTANT shall additionally maintain the following minimum limits of coverage: Bodily injury Each Accident $1,000,000 Bodily Injury by Disease Each Employee $1,000,000 Bodily Injury by Disease Policy Limit $1,000,000 3. CONSULTANT shall provide COUNTY with a Certificate of insurance verifying compliance with the workman's compensation coverage as set forth herein and shall provide as often as required by COUNTY such certification which shall also show the insurance company,policy number,effective and expiration date, and the limits of workman's compensation coverage under each policy. 4. CONSULTANT insurance policies shall be endorsed to give 30 days'written notice to COUNTY in the event of cancellation or material change,using form CG 02 24, or its equivalent. 5. Certificates of Insurance submitted to COUNTY will not be accepted without copies of the endorsements being requested. This includes additional insured endorsements, cancellation/material change notice endorsements,and waivers of subrogation. 6. CONSULTANT will comply with any and all safety regulations required by any agency or regulatory body including but not limited to OSHA. CONSULTANT will notify COUNTY immediately by telephone at 305-699-7603 of any accident or injury to anyone that occurs on the jobsite and is related to any of the work being performed by the CONSULTANT. Article 5. Obligations of the COUNTY 1. The COUNTY will provide the"ride time"opportunities for the students as the 3rd rider on a Monroe COUNTY ALS unit.The student will not be paid while riding as the 3rd ALS unit EMS provider. 2. The COUNTY will sponsor at least 6 students but may provide more depending on cost and budget limitations. 3. The COUNTY will provide the location for instruction at the classrooms located within the Fire Academy.Any limited amount of instruction done off-site will require approval by the COUNTY. Article 6. General Legal Provisions 1. Agreement Period. The duration of the Agreement shall be four(4)months commencing from the effective date of this Agreement, or until completion of the program. Page 4 of 7 2. Force Majeure. The CONSULTANT is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the CONSULTANT. 3. Termination. This agreement may be terminated at any time, with or without cause, by the COUNTY upon thirty (30) days written notice to CONSULTANT. No further work will be performed by CONSULTANT upon receipt of this notice unless specifically authorized by the Deputy Chief of Operations of Monroe County. a. On termination, the CONSULTANT will be paid for all authorized services performed up to the termination date plus,if terminated for the convenience of the COUNTY, reasonable expenses incurred during the close-out of the AGREEMENT.The COUNTY will not pay for anticipatory profits. b. CONSULTANT may terminate this Agreement for cause. Termination for cause shall be by written " Termination Notice" from CONSULTANT and delivered to COUNTY.COUNTY shall have thirty(30)days from receipt of the Termination Notice within which to cure the alleged default, or if the cure requires a period of time in excess of thirty (30)days the cure period shall be extended by mutual agreement so long as COUNTY has undertaken such reasonably diligent efforts to cure such default. 4. Suspension, Delay, or Interruption of Work. The COUNTY may suspend,delay,or interrupt the services of the CONSULTANT for the convenience of the COUNTY. In the event of such suspension, delay, or interruption, or any other act or neglect of COUNTY or COUNTY's subcontractors, COUNTY will pay CONSULTANT for work performed to date. An equitable adjustment in the PROJECT'S schedule and CONSULTANT's compensation will be made as agreed to by both parties. In the event delays to the project are encountered for any reason,the parties agree to undertake reasonable steps to mitigate the effect of such delays. 5. Third Party Beneficiaries. This Agreement gives no rights or benefits to anyone other than the COUNTY and CONSULTANT and has no third-party beneficiaries. CONSULTANT's services are defined solely by this proposed scope of services,and not by any other contract or agreement that may be associated with the Project. All work products will be prepared for the exclusive use of COUNTY for specific application asdescribed in the proposed scope of services. No warranty, expressed or implied, is made. There are no beneficiaries of the work products other than COUNTY,and no other person or entity is entitled to rely upon the work products without the written consent of CONSULTANT. Any unauthorized assignment of related work product shall be void and unenforceable. 6. Limitation of Liability. CONSULTANT's services shall be governed by the negligence standard for professional services, measured as of the time those services are performed. Page 5 of 7 This Provision takes precedence over any conflicting Provision of this Agreement or any document incorporated into it or referenced by it. This limitation of liability will apply whether CONSULTANT'S liability arises under breach of contract or warranty; tort; including negligence; strict liability; statutory liability; or any other cause of action, and shall include CONSULTANT's officers, affiliated corporations, employees, and subcontractors. 7. Assignment. CONSULTANT shall not assign all or any part of this Agreement without the prior consent of the COUNTY Commission. 8. Jurisdiction. The law of the State of Florida and Monroe COUNTY will govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. 9. Severability and Survival. If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will affect any other provision, and this AGREEMENT will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. ARTICLES 4, 5, and 6 will survive termination of this AGREEMENT for any cause. 10. Dispute Resolution. The parties will use their best efforts to resolve amicably any dispute, including the use of alternative dispute resolution options. Unless otherwise agreed in writing, the CONSULTANT shall continue the Work and maintain the approved schedules during any arbitration proceedings.If the CONSULTANT continues to perform, COUNTY shall continue to make payments in accordance with this Agreement. 11. Attorney's Fees. In the event of litigation affecting the rights of either party under this Agreement, the losing party shall pay the prevailing party's costs, expenses, and Attorney's Fees incurred in the enforcement of the prevailing party's rights hereunder, including those pertaining to appeals. Article 7. Schedules, and Signatures This AGREEMENT, including its Schedules, constitutes the entire AGREEMENT, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. Page 6 of 7 • IN WITNESS WI EROF,the parties have caused this easement agreement to be executed by their _-.;t res ective`officer or representative thereunto dulyauthorized the dayand year first written above. P z p á' 1 +, �; '", a (SE-AL) Y'� BOARD OF COUNTY COMMISSIONERS tf `^,\;�, ATTESTz 1 EVIN MADOK,CLERK OF MONROE COUNTY,FLORIDA BY CY By , i .):14,,,,e.", Clerk Mayor/Chairperson INTERNATIONAL CONSULTING WITNESSES: AND EDUCATIO PARTNERS,LLC. A ' A 0 0 cO W- / By ), ,, . Title W 0 Print 10• Lo? By 0..-----1;-•.)--) E COU no . EY AP p ED , -1,6,- (AN Print C'na}kih iiScuraStC.1 PLO J. ERCADO ASSIST / 8 n. Date o cm LPL 6 1. i Ci dw alkt Wp .. .I c, Z Page 7 of 7 • Ac De CERTIFICATE OF LIABILITY INSURANCE DATE 019 I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In Ileu of such endorsement(s). PRODUCER CONTACT NAME: US Client Service Team • Arthur J.Gallagher Risk Management Services,Inc. INC.PHO No.Earl:630.684-4268 1INC,No1;630.694 4401 2850 Golf Road Rolling Meadows IL 60008 ADDRESS:RE USCIIenIServIcec jg.com INSURER(S)AFFORDING COVERAGE NAIL N • INSURER A:Underwriters al Lloyd's London 15792 INSURED INSURER B: • International Consulting&Education Partners LLC dba SE Medical Academy INSURER C: 17809 60th Ln N INSURER D: Loxahatchee FL 33470 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:1474160619 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. ' EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. iNSA ARO POLICY EFF POLICY EXP -�.m....A..e.� - LTR TYPE OP INSURANCE i INSD�W(fD_ POUCY NUMBER G(MMIDDIYYYYI JMMR1WYYYY) UMITS A X COMMERCIAL GENERAL LIABILITY tt Y IF PGIARK0535503 ' Min 1B 9/1/2019 EACH OCCURRENCE. S 1.000,000 CLAIMS-MADE L" I OCCUR F 1 DAMAOSTO.RaF.TcD k ,•P_,R_F,MISES(Eg occnrzsncel S 100.000 , X Ind Profession {I{ MED EXP(Anx o1e pelaonl S 9 ! PERSONAL&AOV INJURY S 1,000,000 GEM AGGREGATE LIMIT APPLIES PER k GENERAL AGGREGATE 5 3.000,000 POLICY I i JJEECT I LOC t PRODUCTS•COMP/OP AGG S S A AUTOMOBILEUABIUTY PGIARKOS35503 ! 9/1/2018 911l2019 MBINEED SINGLE LIMItMil aceidano 51,010,000 ANY AUTO f E I ' BODILY INJURY(Per person) S OWNED X SCHEDULED AUTOS ONLY —AUTOS AUTOS INJURY(Per occident:, S ' X HIRED NON-OWNED , PROPERTY DAMAGE S AUTOS ONLY _ AUTOS ONLY , VV IP9racri302 I UMBREU.A(JAB !OCCUR I By 1 u EACH OCCURRENCE tOIAGEMENT 'S _ [EXCESS U�AB __�CLAIMS MADE DATE r c` AGGREGATE $ -DE0 i` I RETENTIONS 1 - ,--- Wawa IYpt S ' WORKERS COMPENSATIONa A N/&$ Gam... y PER I OTH- ' AND EMPLOYERS'LIABILITY YIN +-a�TAT�7-E—._.L R ANYPROPRIETORIPARTNERIEXECUTIVE 0 E L_EACH ACCIDENT S __, OFFICERMEMBEREXCLUDEDT NIA (((���''' --a- (Mandatory In NH) 4 i I E L.DISEASE—E EMPLOYEE EA EMPLE S • d yes.desalbeunder { i It ,_��a•w�._•,�•, DESCRIPTION OF OPERATIONS below _ I _ E L DISEASE-POLICY LIMIT S A i Prafesslonel Llabll PGtARK0535503 9f1t2018 9/1/2019 Limit 3.000,000 1 • i . DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Addi easel Remarks Schedule,may be aieehed Enters space Is required) Proof of Coverage Monroe County Board of County Commissioners is included as Additional Insured on General Liability. ' CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners 110D Simonton Street Key West FL 33040 AUTHOR(2ED REPRESENTATIVE (c?4 ;?'° - .---• --/:.-h- , ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD