Item G2
BOARD OF GOVERNORS
FIRE AND AMBULANCE DISTRICT 1
AGENDA ITEM SUMMARY
Meeting Date:
May 20, 2009
Division:
Emergency Services
Bulk Item: Yes
No X
Department: Fire Rescue
Staff Contact Person/Phone #: Susan Hover x6088
AGENDA ITEM WORDING: Approval of Renewal Agreement effective May 16,2009 through
May 15, 20 J 0, between Board of Governors, Fire and Ambulance District 1 of Monroe County, Florida
and Emergency Training Solutions, Inc. (ETSJ) to provide on-line Emergency Medical Technical and
Paramedic continuing education courses via the Internet.
ITEM BACKGROUND: The agreement for professional services with ETSI was sought because
ETSI can provide low-cost, interactive, on-line learning systems whereby individual MOlU"oe County
Fire Rescue (MCFR) Emergency Medical Technicians and Paramedics can earn continuing education
credits and increase their knowledge and skills. The original agreement was effective May 16, 2007
through May 15, 2009, with the option for two additional (1) year periods if elected by both parties.
Both patiies have elected to exercise said renewal option.
PREVIOUS RELEVANT BOG ACTION: On May 16, 2007, the Board granted approval of an
Agreement for professional services between Board of Governors, Fire and Ambulance District 1 of
Mom-oe County, Florida and Emergency Training Solutions, Inc. (ETSI) to provide on-line Emergency
Medical Technical and Paramedic continuing education courses via the Internet, effective May 16,
2007 tlrrough May 15,2009.
CONTRACT/AGREEMENT CHANGES: New expiration date is May 15, 2010.
STAFF RECOMMENDATIONS: Approval.
TOTAL COST: $3,822.00* INDIRECT COST: N/A BUDGETED: Yes 1L-No
*Breakdown as follows: One (J) year base subscription $39.00 x 98 (88 career / approx. IO volunteers) = $3,822.00
COST TO COUNTY: $3,822.00
SOURCE OF FUNDS: Ad Valorem
141-13001-530540 & 141-11500-530540
REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year
t~/~ -
APPROVED BY: County Atty -v-- W/Purchasing _ Risk Management
DOCUMENTATION: Included X Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 1/09
MONROE COUNTY BOARD OF GOVERNORS
CONTRACT SUMMARY
Contract with: Emergency Training
Solutions, Inc.
Contract #_
Effective Date:
Expiration Date:
May 16,2009
May 15, 2010
Contract Purpose/Description:
Renewal Agreement to provide on-line Emergency Medical Technical and Paramedic
continuing education courses via the Internet
Contract Manager: Susan Hover
(Name)
6088
(Ext. )
Fire Rescue, Stop #14
(Department/Stop #)
for BOCC meeting on May 20, 2009
Agenda Deadline: May 5,2009
CONTRACT COSTS
Total Dollar Value of Contract: $ 3,822.00
Budgeted? Yesk8J No 0 Account Codes:
Grant: $
County Match: $
Current Year Portion: $ 3,822.00
141-13001-530340
101-11001-530340
- --
---~-
- - - -
~---~
ADDITIONAL COSTS
Estimated Ongoing Costs: $~yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes
Date In Needed /
Division Director L(- 3 - 0 '7 YesO No0
Risk Management :/ ).1~ YesO No0
oJ.k.'lPur~.};1'g ~ rP\ YesO Notii
County Attorney 3~ YesO Nog
Date Out
..0/- :J-#7
3'cl)~0l
Comments:
~
~ '- .1f,Jl
OMB Form Revised 2/27/01 MCP #2
RENEWAL AGREEMENT
This RENEWAL AGREEMENT dated the day of , 2009, by
and between the Board of Governors of Fire and Ambulance District 1 of Monroe County, Florida, hereinafter
refened to as "County", and Emergency Training Solutions, Inc., a Florida for profit corporation, hereinafter
referred to as the "Company".
WITNESSETH
WHEREAS, the parties hereto did enter into an agreement dated May 16,2007 to provide on-line
Emergency Medical Teclmical and Paramedic continuing education courses via the Internet; and
WHEREAS, said agreement provided an option for two additional (1) year periods extension if elected by
both pmties; and
WHEREAS, both the County and the Company have elected to exercise said option; now therefore
IN CONSIDERATION of the mutual convenants and obligations contained herein, the parties agree as
follows:
1. The patties elect to renew the contract for an additional year pursuant to paragraph] .1.2 of the
agreement dated May 16,2007.
2. The effective date of this amendment is May 16, 2009 and shall extend through May 15,2010,
under the same terms and conditions of the agreement dated May 16, 2007.
3. All other terms and conditions of the agreement dated May] 6,2007 shall remain in full force
and effect.
(SEAL)
Attest: DANNY L. KOLHAGE, CLERK
BOARD OF GOVERNORS OF
FIRE AND AMBULANCE DISTRICT 1
OF MONROE COUNTY, FLORIDA
By:
Deputy Clerk
By:
Mayor/Chairman
EMERGENCY TRAINING SOLUTIONS,
INe.
(CORPORATE. SEA~~..
Attest. >;!.. Vi
By: y' 4/. .
~, ~
Title: \Se-c/Pen~,
EY
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement for Professional Services ("Agreement"), effective on May 16.2007,
is by and between Board of Governors of Fire and Ambulance District 1 of Monroe County, Florida,
(hereinafter referred to as "County"), and Emergency Training Solutions, Inc., a Florida for profit
corporation, with its principal office at 4171 West HiIlsboro Boulevard, Coconut Creek, Florida
33073 (hereinafter the "Company").
WHEREAS, County desires to hire Company to perform certain work hereinafter
described in accordance with the provisions of this Agreement; and
WHEREAS, County finds that such performance will be in furtherance of County's
business.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and
intending to be legally bound, the parties hereto agree as follows:
1. SERVICES AND TERM.
1.1 Services to County. In return for the Payment defined below, Company will deliver
online Emergency Medical Technical and Paramedic continuing education courses delivered via the
internet. County will supply a list of approved employees to Company ("Users"). County reserves
the right to amend the list from time to time, in order to add or delete names of Users. For each
User on the list, Company will provide a user name and password in order to allow the User to
access a set of online training programs. Once logged in, the User can select from the set of online
training programs. The courses included in the set of online training programs may vary from time to
time, but each of the online training programs, and the complete set cumulatively, will meet all
criteria required for continuing education requirements for Emergency Medical Technicians and
Paramedics in the State of Florida, including but not limited to the annual hourly continuing
education requirements or specific courses to be include in the annual continuing education.
Company will keep track of all programs undertaken and successfully completed by Users, and will
deliver this information to County on the first of each month during the term of this Agreement,
unless otherwise agreed to mutually by the Parties to this Agreement. All programs will be delivered
in software compatible and usable on County's computer system.
1.2 Term. This Agreement shall begin on the date first written above and continue for a
period of two (2) years. Additionally, County may exercise an option to renew this Agreement for
two (2) additional one-year periods, contingent upon approval and with written consent of the
County and subject to the availability offunds, by giving Company written notice of the intention to
exercise said option within thirty (30) days prior to expiration of the current Agreement
2. PAYMENT AND lNVOICING TERMS.
2.1 Payment for Services. The Company will be paid as follows:
The cost for a one (1) year subscription (base subscription) for EMS continuing education is thirty_
nine ($39.00) dollars per person, per year. Each add-on continuing education product (fire, haz-mat
or other complete course) is ten ($10.00) dollars per person, per year. County will determine which
add-on subscription to select but will begin with a base subscription in order to select an add-on.
Payment can be quarterly, bi-annually or annually.
2.2 Invoicing.
(a) Invoices will be submitted and paid in accordance with the Florida Local
Government Prompt Payment Act, ch. 218, Florida Statutes. The payment due date for purchase of
goods or services is forty-five (45) days after the date on which a proper invoice is received, as
defined in section 218.73, Florida Statutes. Company shall submit to County invoices with
supporting documentation acceptable to the Clerk of the County, on a montWy schedule in arrears, in
detail sufficient for proper pre-audit and post-audit. Acceptability to the Clerk is based on generally
accepted governmental accounting principles and such laws, rules, procedures, and regulations as
may govern the Clerk's authority for disbursal of funds.
(b) All payments due from County and not made within the time specified in this
section bear interest beginning thirty (30) days after the due date on the unpaid balance. Payments
by County will thereafter be applied first to accrued interest and then to the principal unpaid balance.
In an action to recover amounts due, the court shall award court costs and reasonable attorneys'
fees to the prevailing party. If payment of invoices is not current, the Company may suspend
performing further work.
(c) County's performance and obligation to pay under this Agreement is contingent
upon annual appropriation by the Board of Governors, Fire and Ambulance District 1 of Monroe
County, Florida.
3. CHANGES.
County may, with the approval of the Company, issue written directions within the general
scope of any Services to be ordered. Such changes (the "Change Order") may be for additional
work or the Company may be directed to change the direction of the work covered by the Task
Order, but no change will be allowed unless agreed to by the Company in writing.
4. STANDARD OF CARE.
The Company warrants that its services shall perform as represented above and that its
services shall be performed by personnel possessing competency consistent with applicable industry
standards. No other representation, express or implied. and no warranty or guarantee are included
or intended in this Agreement, or in any report. opinion, deliverable, work product, document or
otherwise. THIS SECTION SETS FORTH THE ONI.. Y WARRANTIES PROVIDED BY THE
COMPANY CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS
WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES. EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-lNFRINGEMENT, TITLE OR OTHERWISE.
5. LIABILITY.
5.1 Limitation. The Company's liability, including but not limited to County's claims of
contributions and indemnification related to third party claims arising out of services rendered by the
Company. and for any losses. injury or damages to persons or properties or work performed arising
out of or in connection with this Agreement and for any other claim, shall be limited to payment
received by the Company from County for the particular service provided giving rise to the claim.
Notwithstanding anything to the contrary in this Agreement, the Company shall not be liable for any
special, indirect, consequential. lost profits, or punitive damages. County agrees to limit the
Company's liability to County and any other third party for any damage on account of any error,
omission or negligence to a sum not to exceed the payment received by the Company for the
particular service provided giving rise to the claim. The limitation of liability set forth herein is for
any and all matters for which the Company may otherwise have liability arising out of or in
connection with this Agreement, whether the claim arises in contract, tort, statute, or otherwise.
5.2 Remedy. County's exclusive remedy for any claim arising out of or relating to this
Agreement will be for the Company, upon receipt of written notice, either (i) to use commercially
reasonable efforts to cure, at its expense, the matter that gave rise to the claim for which the
Company is at fault, or (ii) return to County the fees paid by County to the Company for the
particular service provided that gives rise to the claim, subject to the limitation contained in Section
5.1. County agrees that it will not allege that this remedy fails its essential purpose.
5.3 Survival. Articles 2, 4, 5, and 6 survive the expiration or tennination of this
Agreement for any reason.
6. lv1ISCELLANEOUS.
6.1 Insecurity and Adequate Assurances. If reasonable grounds for insecurity arise with
respect to County's ability to pay for the Services in a timely fashion, the Company may demand in
writing adequate assurances of County's ability to meet its payment obligations under this
Agreement. Unless County provides the assurances in a reasonable time and manner acceptable to
the Company, in addition to any other rights and remedies available, County may partially or totally
suspend its performance while awaiting assurances, without liability to County.
6.2 Severability. If any term, covenant, condition or provision of this Agreement (or the
application thereof to any circumstance or person) shall be declared invalid or unenforceable to any
extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and
provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant,
condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent
pennitted by law unless the enforcement of the remaining terms, covenants, conditions and
provisions of this Agreement would prevent the accomplishment of the original intent of this
Agreement. The County and Company agree to reform the Agreement to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken provision.
6.3 Modification and Waiver. Waiver of breach of this Agreement by either part shall not
be considered a waiver of any other subsequent breach.
6.4 Independent Company. The Company is an independent contractor of County.
6.5 Notices. All notices or other communications hereunder shall be in writing, sent by
courier or the fastest possible means, provided that recipient receives a manually signed copy and the
transmission method is scheduled to deliver within 48 hours, and shall be deemed given when
delivered to the address specified below or such other address as may be specified in a written notice
in accordance with this Section.
If to Company:
Emergency Training Solutions, Inc.
4171 West H:illsboro Boulevard
Coconut Creek, Florida 33073
If to County:
Board of Govemors, Fire and Ambulance District 1 of Monroe Co., FL
c/o Monroe County Fire Rescue
490 63rd Street
Marathon, FL 33050
Suzanne A. Hutton, Esq.
Monroe County Attorney
P.O. Box 1026
Key West, FL 33041-1026
With a copy to:
Any party may, by notice given in accordance with this Section to the other parties, designate
another address or person or entity for receipt of notices hereunder.
6.6 Assignment. The Agreement is not assignable or transferable by County. This
Agreement is not assignable or transferable by the Company without the written consent of County,
which consent shall not be unreasonably withheld or delayed.
6.7 Disputes. The Company and County recognize that disputes arising under this
Agreement are best resolved at the working level by the parties directly involved. Both parties are
encouraged to be imaginative in designing mechanism and procedures to resolve disputes at this
level. Such efforts shall include the referral of any remaining issues in dispute to higher authority
within each participating party's organization for resolution. Failing resolution of conflicts at the
organizational level, the Company and County agree that any remaining conflicts arising out of or
relating to this Contract shall be submitted to nonbinding mediation unless the Company and County
mutually agree otherwise. If the dispute is not resolved through non-binding mediation, then the
parties may take other appropriate action subject to the other terms of this Agreement.
6.8 Section Headings. Title and headings of sections of this Agreement are for
convenience of reference only and shall not affect the construction of any provision of this
Agreement.
6.9 Representations; Counterparts. Each person executing this Agreement on behalf of a
party hereto represents and warrants that such person is duly and validly authorized to do so on
behalf of such party, with full right and authority to execute this Agreement and to bind such party
with respect to all of its obligations hereunder. This Agreement may be executed (by original or
telecopy signature) in counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute but one and the same instrument.
6.10 Residuals. Nothing in this Agreement or elsewhere will prohibit or limit the
Company's ownership and use of ideas, concepts, know-how, methods, models, data, techniques,
skill knowledge and experience that were used, developed or gained in cOllllection with this
Agreement. The Company and County shall each have the right to use all data collected or
generated under this Agreement.
6.11 Nonsolicitation of Employees. During and for one (1) year after the teon of this
Agreement, County will not solicit the employment of, or employ the Company's personnel, without
the Company's prior written consent.
6.12 Cooperation. County will cooperate with the Company in taking actions and
executing documents, as appropriate, to achieve the objectives of this Agreement County agrees
that the Company's performance is dependent on County's timely and effective cooperation with the
Company. Accordingly, County acknowledges that any delay by County may result in the Company
being released from an obligation or scheduled deadline or in County having to pay extra fees for the
Company's agreement to meet a specific obligation or deadline despite the delay_
6.13 Governing Law and Construction. This Agreement will be governed by and
construed in accordance with the laws of Florida, without regard to the principles of conflicts oflaw.
The language of this Agreement shall be deemed to be the result of negotiation among the parties
and their respective counsel and shall not be construed strictly for or against any party. Each party
(i) agrees that any action arising out of or in connection with this Agreement shall be brought solely
in courts of the State of Florida, in Monroe County; (ii) hereby consents to the jurisdiction of the
courts of the State of Florida, Monroe County, and (iii) agrees that, whenever a party is requested to
execute one or more documents evidencing such consent, it shall do so immediately.
6.14 Entire Agreement Survival. This Agreement, including any Exhibits, states the entire
Agreement between the parties and supersedes all previous contracts, proposals, oral or written, and
all other communications between the parties respecting the subject matter hereof, and supersedes
any and all prior understandings, representations, warranties, agreements or contracts (whether oral
or written) between County and the Company respecting the subject matter hereof This Agreement
may only be amended by an agreement in writing executed by the parties hereto.
6.15 Force Maieure. The Company shall not be responsible for delays or failures
(including any delay by the Company to make progress in the prosecution of any Services) if such
delay arises out of causes beyond its control. Such causes may include, but are not restricted to, acts
of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight
embargoes, earthquakes, electrical outages, and severe weather.
6.16 Use By Third Parties. Work performed by the Company pursuant to this Agreement
is only for the purpose intended and may be misleading if used in another context. County agrees not
to use any documents produced under this Agreement for anything other than the intended purpose
without the Company's written permission. This Agreement shall, therefore, not create any rights or
benefits to parties other than to County and the Company.
6.17 Acceptance of Conditions by Company. Company has, and shall maintain
throughout the term of this Agreement, appropriate licenses. Proof of such licenses and approvals
shall be submitted to the County upon request
6.18 Financial Records of Company. Company shall maintain all books, records, and
documents directly pertinent to performance under this Agreement in accordance with generally
accepted accounting principles consistently applied. Each party to this Agreement or their
authorized representatives shall have reasonable and timely access to such records of each other
party to this Agreement for public records purposes during the term of the Agreement and for four
years following the termination of this Agreement If an auditor employed by the County or Clerk
determines that monies paid to Company pursuant to this Agreement were spent for purposes not
authorized by this Agreement, the Company shall repay the monies together with interest calculated
pursuant to Sec. 55.03, FS, running from the date the monies were paid to Company.
6.19 Public Access. The County and Company shall allow and permit reasonable access
to, and inspection of, all documents, papers, letters or other materials in its possession or under its
control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the
County and Company in conjunction with this Agreement; and the County shall have the right to
unilaterally cancel this Agreement upon violation ofthis provision by Company.
6.20 Hold Harmless and Insurance. Company covenants and agrees to indemnify and hold
harmless Monroe County Board of County Commissioners from any and all claims for bodily injury
(including death), personal injury, and property damage (including property owned by Monroe
County) and any other losses, damages, and expenses (including attorney's fees) which arise out of,
in connection with, or by reason of services provided by Company occasioned by the negligence,
errors, or other wrongful act of omission of Company, its employees, or agents.
The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this agreement. Failure of Company to comply with the
requirements of this section shall be cause for immediate termination of this agreement.
Prior to execution of this agreement, Company shall furnish the County Certificates of
Insurance indicating the minimum coverage limitations in the following amounts, :
General Liability - $300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$100,000 Per Person
$300,000 Per Occurrence
$ 50,000 Property Damage
Vehicle Liability - $100,000 Combined Single Limit (CSL)
$50,000 Per Person
$100,000 Per Occurrence
$25,000 Property Damage
Worker's Compensation - $100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
$100,000 Bodily Injury by Disease, each employee
The Monroe County Board of County Commissioners shall be named as Additional Insured on all
policies issued to satisfy the above requirements.
CERTIFICATES OF lNSURANCE. Original Certificates of Insurance shall be
provided to the County at the time of execution of this Agreement and certified copies provided if
requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30)
calendar days' written notice shall be provided to the County before any policy or coverage is
canceled or restricted. The underwriter of such insurance shall be qualified to do business in the
State of Florida. If requested by the County Administrator, the insurance coverage shall be primary
insurance with respect to the County, its officials, employees, agents and volunteers.
6.20 Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 286.28, Florida
Statutes, the participation of County and Company in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage,
nor shall any Agreement entered into by the County be required to contain any provision for waiver.
6.21 Independent Company. At all times and for all purposes under this agreement
Company is an independent contractor and not an employee of the Board of County Commissioners
of Monroe County. No statement contained in this agreement shall be construed so as to find
Company or any of his employees, subs, servants, or agents to be employees of the Board of County
Commissioners of Monroe County.
6.22 Nondiscrimination. Company and County agree that there will be no discrimination
against any person, and it is expressly understood that upon a determination by a court of competent
jurisdiction that discrimination has occurred, this Agreement automatically terminates without any
further action on the part of any party, effective the date of the court order. Company and County
agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating
to nondiscrimination. These include but are not limited to: 1) Title vn of the Civil Rights Act of
1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color, religion,
sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC
99 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 9794), which prohibits discrimination on the
basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 use 996101-6107),
which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of
1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970 (pL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; 7) The Public Health Service Act of 1912, 9~ 523 and 527 (42 USC 99690dd-3 and
290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title
VIlI of the Civil Rights Act of 1968 (42 USC ~9 3601 et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act
of 1990 (42 USC ~9 1201), as amended from time to time, relating to nondiscrimination in
employment on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which
prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual
orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination
provisions in any federal or state statutes which may apply to the parties to, or the subject matter of,
this Agreement.
6.23 No Assignment-Subcontract. Company shall not assign or subcontract its obligations
under this agreement to others, except in writing and with the prior written approval of the County,
which approval shall be subject to such conditions and provisions as the Board may deem necessary.
This paragraph shall be incorporated by reference into any assignment or subcontract and any
assignee or sub shall comply with all of the provisions of this agreement. Unless expressly provided
for therein, such approval shall in no manner or event be deemed to impose any additional obligation
upon the board.
6.24 Compliance With Law and Licensing Requirements. In providing all services/goods
pursuant to this agreement, Company shall abide by all statutes, ordinances, rules and regulations
pertaining to, or regulating the provisions of, such services, including those now in effect and
hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute
a material breach of this agreement and shall entitle the Board to terminate this Agreement.
Company shall possess proper licenses to perform work in accordance with these specifications
throughout the term of this Agreement.
6.25 Disclosure and Conflict of Interest. Company represents that it, its directors,
principles and employees, presently have no interest and shall acquire no interest, either direct or
indirect, which would conflict in any manner with the performance of services required by this
Agreement, as provided in Sect. 112.311, et. seq., Florida Statutes. County agrees that officers and
employees of the County recognize and will be required to comply with the standards of conduct for
public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not
limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
Upon execution of this Agreement, and thereafter as changes may require, the Company shall notify
the County of any financial interest it may have in any and all programs in Monroe County which the
Company sponsors, endorses, recommends, supervises, or requires for counseling, assistance,
evaluation, or treatment. This provision shall apply whether or not such program is required by
statute, as a condition of probation, or is provided on a voluntary basis.
County and Company warrant that, in respect to itseH: it has neither employed nor retained any
Company or person, other than a bona fide employee working solely for it, to solicit or secure this
Agreement and that it has not paid or agreed to pay any person, Company, corporation, individual,
or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift,
or other consideration contingent upon or resulting from the award or making of this Agreement.
For the breach or violation of the provision, the Company agrees that the County shall have the right
to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or
otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration.
6.26 No Pledge of Credit. Company shall not pledge the County's credit or make it a
guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of
indebtedness. Company further warrants and represents that it has no obligation or indebtedness that
would impair its ability to fulfill the terms of this Agreement.
6.27 Taxes. County is exempt from payment of Florida State Sales and Use taxes.
Company shall not be exempted by virtue of the County's exemption from paying sales tax to its
suppliers for materials used to fulfill its obligations under this Agreement, nor is Company authorized
to use the County's Tax Exemption Number in securing such materials. Company shall be
responsible for any and all taxes, or payments of withholding, related to services rendered under this
agreement.
6.28 Termination. The County or Company may terminate this Agreement for cause with
seven (7) days notice to Company. Cause shall be defined as a breach of the obligations of either
party to perform the obligations enumerated under this Agreement.
6.29 Mediation. The County and Company agree that, in the event of conflicting
interpretations of the terms or a term of this Agreement by or between any of them the issue shall be
submitted to mediation prior to the institution of any other administrative or legal proceeding.
Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance
with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit
court of Monroe County.
6.30 Cooperation. In the event any administrative or legal proceeding is instituted against
either party relating to the formation, execution, performance, or breach of this Agreement, County
and Company agree to participate, to the extent required by the other party, in aU proceedings,
hearings, processes, meetings, and other activities related to the substance of this Agreement or
provision of the services under this Agreement. County and Company specifically agree that no
party to this Agreement shall be required to enter into any arbitration proceedings related to this
Agreement.
6.31 Binding Effect. The terms, covenants, conditions, and provisions of this Agreement
shall bind and inure to the benefit of County and Company and their respective legal representatives,
successors, and assigns.
6.32 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 and
corporate action, as required by law.
6.33 Claims for Federal or State Aid. Company and County agree that each shall be, and
is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this
Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall
be approved by each party prior to submission.
6.34 Privileges and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or employees of any
public agents or employees of the County, when perfonning their respective functions under this
Agreement within the tenitorial 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 tenitoriallimits of the County.
6.35 Non-Reliance By Non-Parties. No person or entity shall be entitled to rely upon the
terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or
entitlement to or benefit of any service or program contemplated hereunder, and the County and the
Company agree that neither the County nor the Company or any agent, officer, or employee of either
shall have the authority to inform, counsel, or otherwise indicate that any particular individual or
group of individuals, entity or entities, have entitlements or benefits under this Agreement separate
and apart, inferior to, or superior to the community in general or for the purposes contemplated in
this Agreement.
6.36 Attestations. Company agrees to execute such documents as the County may
reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-
Free Workplace Statement.
6.37 No Personal Liability. No covenant or agreement contained herein shall be deemed to
be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or
her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason of the
execution of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Date: L( r t )' ~ 0 7
EMERGENCY TRAINING SOLUTIONS, INC.
OJ~{g Stf\vv1
Wimess ~,\&1~
Witness J \
BY!Z~
TITLE: ?r.fl J " -:J ~-1 I-
(' H' 'H) 111( a(. IiZ-rO ()W j {
,
[SEAL]
A~DANWL. KQULAGE. CL~~
By. ~C. /1l.!v~ ~
Deputy Clerk
MONROE COUNTY ATTORNEY
A R,~~~O 0 :
, YNTH IA L. LL
ASSISTANT CO~NTY ATTORNEY
Date 4- o~ b~
LOBBYING AND CONFLICT OF INTEREST CLAUSE
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
t,l"" 5 '^' 1 i'r.. ^'J S-, (A. ;.. >', I^" warrants that hefrt bas not emplOJ"'<!, relainOO
or otherwise had act on his/its behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County
may, in its discretion, terminate this contract without liability and may also, in its discretion,
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former County officer or employee.
<<~?/ffG
(signature)
.:./-- 2 f"- -O?
Date: L
STATEOF~L6uM
COUNTY OF f3n:sw crcl'
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
O~ l!h!?'JClJ.- ~0 who, after first being sworn by me, affixed his/her
signature (name of individual signing) in the space provided above on this ;L 5 day of
Qp-U--(
D"'"7
,20 l.
C/}Io~ -5hS\n/l
NOTARY PUBLIC
My commission expires:
~ypl.b,
~'.J"<f,
~~~i
Nota'Y Public State ;;rz;;;;;;;-j
Cheryl J Slollll j
My Commission 0013411 72 l
Ex ires 02J18122.1l~~'~~rJ
MONROE COUNTY~ FLORIDA
Request For Waiver
of
Insurance RequiJ'ements
It is requested that the insurance requirements, as specified in the County's Schedule of Insurance
Requirements, be waived or modified on the following contract.
Contractor:
Emergency Training Solutions
Contract for;
On-line Emergency Medica] Technical and Paramedic continuing educatiQn
courses
via the internet. Item F2 - Approved at the May 16, 2007 BOCC Meeting,
Address of Contractor: 417] West Hillsboro Boulevard, Coconut Creek, FL. 33073
Phone: 954-270-7837
Scope of Work: On-line Emergency Medical Technical and Paramedic continuing education
courses
via the internet.
Reason for Waiver:
Workers Compensation Waiver-Less than 4 employees with company.
Policies Waiver
Will Apply To:
Worker's Compensation
Signature of Contractor:
///~
L/L'::b
APproved. .s.b ~~ Not Approved
11\.5 ~A
t., C( --0 1
Risk Management
Date
County Administrator appeal;
Approved:
Not Approved:
Date;
Board of County Commissioners appeal:
Approved:
Not Approved:
Meeting Date:
" CERTIFICATE OF INSURANCE
SUCH INSU~ANCE AS RESPECTS THE INTEREST IOF THE CERTIFICATE HOLDER WIll NOT BE CANCELED lOR OTHERWISE
TERMINATED WITHOUT GIViNG HI DAYS PRIOR WRITTEN NOTICE TO THE CERTifiCATE HOLDER NAMED BELOW, BUT iN NO.
EVENT SHALL THIS CERTiFiCATE BE VALID MORE iHAt~ 30 DAYS FROM THE DATE \'liRiTTEN. THIS CERTiFICATE Of INSURANCE
DOES NOT CHANGE THE COVERAGE PROVIDED BY ANV POLICY DESCRIBED BELOW.
This carUffes that: 18f STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY of Bloomrngton, Illinois, or
o STATE FARM FIRE AND CASUALTY COMPANY of Bloominglon, fJlinois
has coverage in force for the follO\Ning Named Insured as shown befow :
Named Insured Brocato, Chad 8. Cynthia
Address of Named Insured 6040 NW 00111 Dr
Parkland, FL 33076-1841
POLICY NUMBER
EFFECTIVE DATE OF
POLlCY
DESCRIPTION OF
VEHICLE
UABIUlY COVERAGE
LIMITS OF lIABILITY
a. BodIly Injul}'
Each PeNon
a. Bodily Injury
Each Accident
b. Property Damage
c. Bodlly Injury &
Property Damage
Single Limit Each
Accident
PHYSICAl DAMAGE
COVERAGES
a. rehensive
b.CollIsion
EMPLOYER'S
NON-QWNERSHIP
COVERAGE
HIRED CAR COVERAGE
000 9431-Doo.59G
04f30l07-1lt130107
2007 FORD EXPEnmoN
VJNl1FMFK17597lA3802f
NO
NO
DYES
$100.000.00
$300,000.00
$50,000.00
DYES DNO DyES DNa DVES DND DVES DNO
NO- DVES NO NO
Agent 59-2782 0710212007
Title Agent's Code Number Date
Name and Address of Certificate Holder
Name and Address of Agent
I
I
Board of County Commissioner of Monroe
County
4960 63n:1 St
Marathon, Fl 33040
~ L
F: ti. 5 ~~(() 7-
Check if a permanent Certlficate of Insurance for liabilrty ooverage is needed: f8J
Check if the Certificate Holder should be added as an Additional Insured: I8l
L
fje. :
I
I
MICHAEL F. BENNARDO INS. AGNCY. INC.
STATE FARM INSURANCE
9779 W SAMPLE RD
CORAl $PRINGS,FL. 33065
~7SL
~
(Y"\ f CJ'~---_.-
/3occ
--....----.-----..-----
Remarks:
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f,
CER'fDFDCAifE OF INSURANCE
This certifies that IB.I STATE FARM FIRE AND CASUAL TV COMPANY, Bloomington, illinois
o STATE FARM GENERAL INSURANCE COMPANY, Bloomington, Ilnnols
o STATE FARM FIRE AND CASUALTY COMPANY, Scarborough. Ontario
o STATE FARM FLORIDA INSURANCE COMPANY, Winter Haven, Florida
o STATE FARM LLOYDS. Dallas, Texas
insures the following policYholder for the coverages Indicated below:
Name of policyhOlder EMERGENCY TRAINING SOLUTIONS INC.
AddreasofpolJcyholdar 4171 W H!LLSBORO BLVD STE 12 COCONUT CREEK. FL 33073
Location of operations SAME AS ABOVE ~
Description of operations INTERNET BASED CONTINUING EDUCATION
The policies Ilsted below have been Issued to the policyholder for the polley periods shown. The Insurance described In these policies 15
subject to all the tams exclusions, and conditions of those policies. The limits of liability shown may have been reduced by any paid claims.
POLICY PERIOD LIMITS OF LIABILITY
POLICY NUMBER TYPE OF INSURANCE Effective Data ExpiratIon Dala (at beglnllln~c:>! policy pefjo~
...-.-......._--.....-"""--- -J ;~ / 2. U C "] OS/0?/<:OO8 BODIL Y INJURY AND
~-.~~ ,--" 4 ~ '~I~J ..I":? --I Comprehensive ~ ~
C ::- ~ , ;~ :~<'. ;)2-1 Business Liability 11.- ( ~~ f :..:: U (~ 'J" ; ~}2.. (I~ S'I~,;) &' PROPERTY Dt\M~\Gr
'-,'
-- -- . 0__.,- c. -- _ _ ~ L . - - ~ ~ ~ . -- - ~ + " . - - ..
ThiS rnsurance includes: l>JP~<.1(il;cis . C~'np.leled Operations'
rRl Conlractualliabihly
o Underground Hazard Coverage Each Occurrence $ Vi- / il'_,~. "
o Personal Injury
o Advertising Injury General Aggregate $ ':.,1"(1/'; . , t,
o E:<ploslon I-Iazard Coverage
o Collapse Hazard Coverage Products .- Completed $ /I
0 Operations Aggregate
- 0 -~~..~~-
POlley PERIOD BODIL Y INJURY AND PROPERTY DAMAGE
EXCESS LIABIliTY Effective Date , ExplratiOI1 Date (Combined Single limit)
[J Umbrella : Each Occurrence $
o Other : Aggregate $
~""'-",.~-.......-~,_.~--
: Part I STATUTORY
Part 2 BODIL y IN,IURY
Workers' Compensation :
and Employers Liabi!lly Each Acciden1 $
! Disease Each Employee 1>
-. -~ Disease - Policy Limit $
-."-.............~--,- '~-.....-.._.,~ ,-
POLICY PERIOD LIMITS OF LIABILITY
POLICY NUMBER TYPE OF INSURANCE Effective Date Expiration Date (at beginning of policy period)
...................,.---.....,. ~--_.__..- ,. _n..._
---~~.~
c_ _._--
:
THE CERTIFICATE OF INSURANCE is NOT A CONTRACT OF INSURANCE AND NEITHER AfFIRMATIVELY NOR NEGATIVELY
AMENDS EXTENDS OR ALTERS THE COVERAGE APPROVED BY ANY POLICY DESCRIBED HEREIN.
If any of the described pollcles are canceled before
Its expiration date. State Fann will try to mall a written
notice to the cartiflcate holder 30 days before
cancellation. If however, we fall to mall such notice,
no obligation or Rabllity will be Imposed on State
Fann or lis agents or representatives.
Name and Address of Certlflcate Holder
ADDITIONAL INSURED:
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
1100 SIMONTON ST
KEY WEST, FL 33040
Signature of Auihorlzed Repreaentallva
..~-, l; I"~_. _. . ~_ .__>___. '.. _..__.. _ ._ _ ......
T~Il:'_..>___..._____._~._______._>.
/.fJsnt',:~ Cf~~ij(~ ;:;';~1frlp
-'\1'<"; ',~'~"k F613
55a.994 a.3 ()4.1ll99 Prlnled in U.S.A.
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