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Item N13 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: November 16,2005 Division: County Administration Bulk Item: Yes -L No Department: County Administration Staff Contact Person: T. Willi AGENDA ITEM WORDING: Approval of an lntcrlocal Agreement (ILA) between the Board of County Commissioners and the Key Largo Fire Rescue and Emergency Medical Services District for the provision of services. ITEM BACKGROUND: The ILA advances the District $100,000 for administration and operation of the District and contemplates the approval of a future lLA defming the District's and the County's respective roles and future relationship. The ILA was approved by the District Board at its November 14,2005 meeting. PREVIOUS RELEV At~T BOCC ACTION: CONTRACT/AGREEMENT CHANGES: 81' AF.~ RECOMl\-ffiNDATIONS: Approval TOT AL COST: NA BUDGETED: Yes --X- No COST TO COUNTY: NA SOURCE OF FUNDS: District Funds REVENUE PRODUCING: Yes No AMOUNT PER MONTH_ Year APPROVED BY: County Any _ OMB/Purchasing _ Risk Management_ DIVISION DIRECTOR APPROVAL: g~ 'J. Willi (TYPE NAME HERE) DOCUMENTATION: Included Not Required_ DISPOSITION: .II~ AGENDA ITEM # IV V Revised 2105 mTERLOCALAGREEMENT KEY I.ARGO FIRE RESCUE AND EMERGENCY MEDICAL SERVIL'ES DISTRICT AND MONROE COUNTY THIS INTERLOCAL AGREEMENT is, this 16th day of November, 2005, entered into pursuant to Sec. 163.01, FS., by and between Monroe County (County), a political subdivision of the State of Florida, and the Key Largo Fire Rescue And Emergency Medical Services District (District), an independent special district of the State of Florida. WHEREAS, pursuant to Monroe County Ordinance 31-1988, there existed a municipal services taxing district for the provision of fire and rescue services in the Upper Keys: and WHEREAS, the County has provided funding through said dependent district for fire and rescue services; and WHEREAS, the Legislature of the State of Florida has enacted Chapter 2005-329 establishing the Key Largo Fire Rescue And Emergency Medical Services District; and WHEREAS, on July 20, 2005 the County passed Resolution No. 263-2005 to authorize On October 4,2005, a referendum election for the electors of the District to approve the District assessing and imposing ad valorem taxes not to exceed one (1) mill; and WHEREA..fil., said referendum was approved by the voters; and WHEREAS, the County and the District desire to put in place procedures for an advance of fund..'i to allow the District to initiate operations; now therefore IN CONSIDERATION of the mutual consideration and premises set forth below, the parties agree as follows: 1. RELATIONSHIP OF DISTRICT TO COUNTY. County recognizes the existence of the independent district and its need for funding to set up administration and operations of a fire and rescue services provider during the transition between the pre-existing provisions for such services and the provision of services exclusively through the District. This interlocal agreement is intended solely as a preliminary agreement, with a future interlocal agreement intended to be entered to define all of the responsibilities and obligations of the parties to each other. 2. FUNDING. The County shall pay to the District the sum of $100,000 as an advance of funds which will be derived from the annual ad valorem tax levied on real estate within the Special District. The District must establish fiscal control and fund accounting procedures that comply with generally accepted government accounting principles in order to assure that the funds provided to the District are spent for the purposes set forth in this agreement. Any funds transferred by the County to the District under this agreement that are determined by the Clerk or an auditor employed by the other party or employed by the State to have been spent on a purpose not contemplated by this agreement must be paid back to the County with interest calculated pursuant to Sec. 55.03(1), FS, from the date the auditor determines the funds were expended for a purpose not authorized by this agreement. The District agrees to provide the Clerk of Monroe County with quarterly status reports concerning the expenditure of these funds in sufficient detail to demonstrate compliance with the provisions of this agreement. All other KLFREMSD InterlocaJ 11/05 2 reimbursements and payments to the independent district will continue in the same manner in which they have been handled until the District takes over all operations of said district. Funding under this Agreement is contingent upon annual appropriation by the County. 3. USE OF FUNDS. The District shall utilize those funds described in Paragraph 2 and all other funds collected in the district for the administration and operations of the District, to provide fire rescue and EMS services in the District in accordance with Florida law. 4. TERM. This Agreement shall commence on December 1. 2005, and terminate on September 30, 2006, unless terminated earlier purs uant to section 31, below, or unless extended by an amendment approved in writing by both parties. 5. RECORDS - ACCESS AND AUDITS. Each party shall maintain adequate and compLete records for a period of four years after termination of this Agreement. The State, each party, their officers, employees, agents and contractors shall have access to the other party's books, records, and documents related to this Agreement upon request. The access to and inspection of such books, records, and documents by the aforementioned government representatives shall occur at any reasonable time. 6. RELATIONSHIP OF PARTIES. District is, and shall be an indepcndent special district pursuant to Florida Statute Section 189 and not an agent or servant of the County. District shall exercise control, direction, and supervision over the means and manner that its personnel, contractors and volunteers perform the work for which purpose this Agreement is entered. District shall have no authority whatsoever to act on behalf andlor as agent for the County in any promise, agreement or representation other than specifically provided for in this Agreement. The County shall at no time be legally responsible for any negligence on the part of District, its employees, agents or volunteers resulting in either bodily or personal injury or property damage to any individual, property or corporation. 7. TAXES. District must pay all taxes and assessments, if any, including any sales or use tax,levied by any government agency with respect to District's operations related to this agreement. 8. INSURANCE. The parties to this agreement stipulate that each is a state governmental agency as defined by Florida Statutes and represents to the other that it has purchased suitable Public Liability, Vehicle Liability, and Workers' Compensation insurance, or is self-insured, in arnount~ adequate to respond to any and all claims under federal or state actions for civil rights violations, which are not limited by Florida Statutes Section 768.28 and Chapter 440, as well as any and aU claims within the Limitations of Florida Statutes Section 768.28 and Chapter 440, arising out of the activities governed by this agreement. To the extent allowed by law, each party shall be responsible for any acts of negligence on the part of its employees, agents, contractors, and subcontractors and shall defend, indemnify and hold the other party harmless from all claims arising out of such actions. County agrees to keep in full force and effect the required insurance coverage during the term of this Agreement. If the insurance policies originally purchased which meet the requirements of this agreement are canceled, terminated or reduced in coverage, then District must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the County whenever acquired or amended. KLFREMSD lnterlocal 11/05 3 9. HOLD HARMLESS. To the extent allowed by law, each party is liable for and must fully defend, release, discharge, indemnify and hold harmless the other party, its officers and employees, agents and contractors, , from and against any and all claims, demands, causes of action, losses, costs and expenses of whatever type ~ including investigation and witness costs and expenses and attorneys' fees and costs 4 that arise out of or are attributable to the other party's operations in connection with this Agreement except for those claims, demands. damages, liabilities, actions, causes of action, losses, costs and expenses that are the result of the sole negligence of the other party. purchase of the insurance required under this Agreement does not release or vitiate a party's obligations under this paragraph. Neither party waives any of its sovereign immunity rights including but not limited to those expressed in Section 768.28, Florida Statutes. 10. NON-DISCRIMINATION. The palties 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 ha.o; occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The panics 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. 1681~1683, and 1685~1686). which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC 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 dmg abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 use ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.). as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code prohibitions against discrimination on the bases of race, color. sex, religion, disability, 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. GOVERNING LAW, VENUE. INTERPRETATION. COSTS. AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the parties agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The parties agree that, in the event of cont1icting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 12. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this KLFREMSD InterlocaJ 11/05 4 Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shaH be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenant.." conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and District agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 13. ATTORNEY'S FEES AND COSTS. The parties agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-or-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 14. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the parties and their respective legal representatives, successors, and ass 19n5. 15. 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 governmental approval, as required by law. 16. CLAIMS FOR FEDERAL OR STATE AID. The parties agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. 17. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. The parties agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between 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. 18. COOPERATION. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement County and District 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 District speciflcally agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 19. COVENANT OF NO INTEREST. County and District covenant that neither presently has any interest. and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 20. CODE OF ETHICS. Each party agrees that officers and employees of that party recognize and will be required to comply with the standards of conduct for public officers and employees as delineated KLFREMSD Interlocalll/05 5 in Section 112.313, Florida Statutes. regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misllse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 21. NO SOLlCIT A TION/P A YMENT. The County and District warrant that, in respect to itself. it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, each party agrees that the other party shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 22. PUBLIC ACCESS. The County and District shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statute..<;, and made or received by the County and District in conjunction with this Agreement; and the non-breaching party shall have the right to unilaterally cancel this Agreement llpon violation of this provision by the other party. 23. NON-W AIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and District in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the District be required to contain any provision for waiver. 24. 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. 25. NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY 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. 26. NON-RELIANCE BY NON-PARTIES. No person or entity shall be enlitled to rely upon the temlS, 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 District agree that neither the County nor the District 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, KLl<"'REMSD Interlocal 11/05 6 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 ill this Agreement. 27 . ATTEST A TlONS. Each party agrees to execute such documents as the other party may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug~Free Workplace Statement. 28. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 29. 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 singing any such counterpart. 30. 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. 31. TERMINATION. The County may treat District in default and terminate this Agreement immediately, with 60 days prior notice, upon failure of District to comply with any provision related to compliance with all laws, rules and regulations. This Agreement may be terminated by County due to breaches of other provisions of this Agreement if. after written notice of the breach is delivered to District does not cure the breach within 7 days following delivery of notice of breach. The District may terminate this Agreement upon giving sixty (60) days prior written notice to County. Any waiver of any breach of covenants herein contained shall not be deemed to be a continuing waiver and shall not operate to bar either party from declaring a forfeiture for any succeeding breach either of the same conditions or covenants or otherwise. 32. ASSIGNMENT. Neither party may assign this Agreement or assign or subcontract any of its obligations under this Agreement without the approval of the other party's governing board. AU the obligations of this Agreement will extend to and bind the legal representatives, successors and assigns of County and District. 33. SUBORDINATION. This Agreement is subordinate to the laws and regulations of the United States, the State of Florida, and the County, whether in effect on commencement of this Agreement or adopted after that date. 34. INCONSISTENCY. If any item, condition or obligation of this Agreement is in conflict with other items in this Agreement, the inconsistencies shall be construed so as to give meaning to those terms which limit each party's responsibility and liability. 35. GOVERNING LA WSNENUE. This Agreement is governed by the laws of the State of Florida and the United States. Venue for any dispute arising under this Agreement must be in Monroe County, KLFREMSD lnterlocal 11105 7 Florida. In the event of any litigation, the prevailing party is entitled to a reasonable attorney's fee and costs. 36. ETHICS CLAUSE. District warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of ordinance No. 010.1990 or any County officer or employee in violation of Section 3 of Ordinance No. 0 lOw 1990. For breach or violation of this provision. the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover. the full amount of any fee, commission. percentage, gift or consideration paid to the former County officer or employee. 37. CONSTRUCTION. This Agreement has been carefully reviewed by County and District. Therefore. this Agreement is not to be construed against any party on the basis of authorship. . 38. NOTICES. Notices in this Agreement. unless otherwise specified. must be sent by certified mail to the following: FOR COUNTY: County Administrator 1100 Simonton Street Key West, FL 33040 FOR DISTRICT: 39. FULL UNDERSTANDING. This Agreement is the parties' final mutual understanding. It replaces any earlier agreements or tmderstandings. whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. IN WITNESS WHEREOF. the parties hereto have set their hands and seals the day and year first above written. (SEAL) Attest: DANNY L.KOLHAGE, Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY. FLORIDA By By Mayor/Chairperson Deputy Clerk Attest: KEY LARGO FIRE RESCUE AND EMERGENCY MEDICAL SERVICES DISTRICT (SEAL) By By Clerk Chairperson KLFREMSD InterJocal 11/05 8