Item C25 C25
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE i Mayor Holly Merrill Raschein,District 5
The Florida Keys Mayor Pro Tern James K.Scholl,District 3
Craig Cates,District 1
Michelle Lincoln,District 2
' David Rice,District 4
Board of County Commissioners Meeting
August 21, 2024
Agenda Item Number: C25
2023-2853
BULK ITEM: Yes DEPARTMENT: Fire Rescue
TIME APPROXIMATE: STAFF CONTACT: James K. Callahan
AGENDA ITEM WORDING:
Approval of the Air Ambulance Agreement between Monroe County and the Monroe County Sheriffs
Office 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 for a fifteen (15)year
term commencing on August 21, 2024 and terminating on August 20, 2039 and approval of the
Termination Agreement terminating the previous Air Ambulance Agreement between Monroe County
and the Monroe County Sheriffs Office dated July 21, 2021.
ITEM BACKGROUND:
The County and the Monroe County Sheriffs Office(MCSO)previously entered into an Air Ambulance
Agreement dated July 21, 2021. Subsequent to entering into that agreement with MCSO, the County
entered into an agreement dated May 25, 2023 with AgustaWestland Philadelphia Corporation
("AgustaWestland") for the purchase of three (3)replacement Trauma Star helicopters. As with the
previous agreement those helicopters will be flown by MCSO under an operating agreement with the
County however in order to ensure compliance with the documents under which the County is
purchasing and financing the purchase of the helicopters, the parties desire to terminate the previous
agreement dated July 21, 2021 and enter into this new agreement.
PREVIOUS RELEVANT BOCC ACTION:
On July 21, 2021, the Board of County Commissioners approved an Air Ambulance Agreement with
the Monroe County Sheriffs Office (MCSO).
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
N/A
694
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
Air Ambulance Agreement - JA clean Final signed 8-8-24.pdf
Termination Agreement- Global Sk-y Final signed 8-8-24.pdf
Air Ambulance Agreement - Ethics, Drug Free Work-place, Public Entity Crime Statement 8-8-24.pdf
FINANCIAL IMPACT:
N/A
695
AIR AMBULANCE AGREEMENT
BETWEEN
MONROE COUNTY AND
MONROE COUNTY SHERIFF'S OFFICE
THIS AlR AMBULANCE AGREEMENT(hereinafter the"Agreement")made and entered into
this 21'day of August 2024 by and between MONROE COUNTY a political subdivision of the State of
Florida, with principal offices located at 1100 Simonton Street, Key West, Florida 33040 (hereinafter
referred to as the"County")and MONROE COUNTY SIIERIFF S OFFICE,a constitutional officer of
the State of Florida, with offices at 5525 College Road, Key West, Florida 33040 (hereinafter referred to
as the"Sheriff')(collectively hereinafter the County and Sheriffshall be referred to as the"Parties").
WITNESSETH
WHEREAS, the Parties hereto and Global Sky, LLC previously entered into a tripartite Air
Ambulance Agreement on the 2 1 st day of July 2021 for a to of fifteen (15)years and an expiration date
of July 18,2036,(the"Prior Agreement");
WHEREAS,for reasons more fully set forth herein below,the Parties desire to terminate the Prior
Agreement effective as of the effective date of this Agreement with no Party hereto having any her
obligations or duties thereunder save only as expressly set forth in a certain tripartite termination agreement
dated as of even date herewith ("Termination Agreement") formally terminating the Prior Agreement in
its entirety;
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("EMS Air Operation")as provided herein;
WHEREAS,the Parties intend by and through this Agreement to clarify certain economic billing
and collection procedures for the EMS Air Operation and related professional services (collectively the
"Economic Administration")between the Sheriff and County;
WHEREAS, collectively the EMS Air Operation arid the Economic Administration shall be
referred to as,the"Project";
WHEREAS,in order to facilitate the Project the County's Fire Rescue Department("MCFR")and
Sheriff operates currently three Sikorsky model S-76C helicopters,manufacturer's serial numbers 760518,
760523,and 760534,registered in the name of the Sheriff with the USA Federal Aviation Administration
("FAA")civil aircraft registry as N91 I FK,N91 ILK, and N91 I RR(the"S.-76 Helicopters");
WHEREAS, the County has entered into a certain contract with Agustawestland Philadelphia
Corporation dated the 25"day of May 2023 and entered into the related Master Equipment Lease/Purchase
Agreement dated May 19, 2023 between Banc of America Public Capital Corp. and Monroe County (the
"Master Equipment Lease/Purchase Agreement") and the Airport Revenue Bonds (Key West
International Airport), Series 2022 (AMT) issued by BofA Securities, Inc. pursuant to which agreements
the County is acquiring three (3) factory new Agustawestland model AW 139 helicopters (the "AW139
Helicopters");
WHEREAS, each of which S76 Helicopter includes and the AW139 Helicopters shall include a
full EMS Air Operation interior, and their attached engines and rotors, books, logs, tags, maintenance
records and loose equipment related thereto in the Sheriffs possession;
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696
WHEREAS, the AW 139 Helicopters shall be registered with the FAA Aircraft Registry in the
name of the County as the registered owner and subleased to the Sheriff for operation;
WHEREAS, the Sheriff is fully licensed by the FAA in order for the Sheriff to operate the S76
Helicopters and upon their delivery the AW 139 Helicopters,on an on-demand charter basis for said Project
and EMS Air Operation pursuant to Title 14 of the Code of Federal Regulations ("CFR") at 14 CFR Part
135 (the"Part 135 Certificate");
WHEREAS, as the AW 139 Helicopters are delivered from the factory,the S76 Helicopters shall
be phased out of operation by the Sheriff with the cooperation of MCFR without any negative impact on
the EMS Air Operation contemplated hereunder;
WHEREAS, the Sheriff represents that it is capable and prepared to provide such EMS Air
Operation with the assistance of MCFR and to facilitate the Project for the County by and through use of
the Part 135 Certificate;and
WHEREAS,Fire Rescue shall maintain the State of Florida Air Ambulance Service License and
ALS Aircraft Permit's to maintain compliance with licensing requirements in accordance with Chapter 401,
Florida Statutes,and Rule 64J-1,Florida Administrative Code for all aircraft providing EMS Air operations
in support of the EMS Air Operation;
WHEREAS, County represents that it is capable of providing the MCFR personnel required to
complement the Sheriff's office staff to operate the Helicopters in support of the EMS Air Operation;
WHEREAS, County represents that it shall provide and maintain the MCFR staffing needed for
the billing and collections function related to the Contracted Services; and
WHEREAS, the County represents that it is capable and prepared to provide certain Economic
Administration as further defined in this Agreement.
NOW THEREFORE, in consideration of the promises contained herein the parties hereto agree
as follows:
ARTICLE 1—RECITALS,TERM
1.1 The foregoing preliminary statements are true and correct and are incorporated herein and
made a part of this Agreement.
1.2 The Parties expressly acknowledge and agree that effective as of the date hereof the Prior
Agreement has been terminated in accordance with the terms and conditions of the Termination Agreement.
The term of this Agreement shall be fifteen (15) years commencing August 21, 2024 and terminating
August 20,2039.
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 SHERIFF
2.1 Sheriff shall provide any and all services to County relative to EMS Air Operation relative
to this Project, in order that County residents and visitors within Monroe County may be able to benefit
from access to the S76 and AW 139 Helicopters, and in order for County EMS Personnel (as defined in
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paragraph 3.1 below) and Sheriff to provide for both emergency relocation for medical purposes and
treatment, and interfacility transport of patients for medical purposes (collectively the "Contract
Services").
2.2 Sheriff shall fully cooperate with MCFR in order to conduct EMS Billing and Collection
services for EMS Air Operation as defined in paragraph 3.2 below.
2.3 Additional work in excess of Contract Services set forth in this section may be issued in
the form of a work order("Supplementary WO").Each Supplementary WO shall 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 EMS Billing and Collections assistance set forth in
subsection 2.2, Sheriff shall perform no additional services until an applicable Supplementary WO is
obtained from County and countersigned by the Sheriff.
2.5 County acknowledges that Sheriff's Part 135 Certificate is subject to strict adherence to the
CFR's and other Federal Aviation Regulations relative to the Part 135 Certificate("Part 135 Rules") and
thus this Project, the Contract Services, and Supplementary WO's (if any) shall at all times be subject to
these Part 135 Rules,and when the intent of this Agreement and the Project contradict these 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 64J-lof the FAC as relates to EMS Air
Operation("FAC 64J-1 Rules")and thus this Project,the Contract Services,and Supplementary WO's(if
any)shall at all times be subject to these FAC 64J-1 Rules and when the intent of this Agreement and the
Project contradict these FAC 64J-1 Rules,said FAC 64J-1 Rules shall prevail.
2.7 County additionally acknowledges that,pursuant to the requirements of the FAA and the
CFR's the Sheriff must have exclusive possession, care, custody, and control of the S76 and AW139
Helicopters.
2.8 Upon delivery of the AW139 Helicopters the County, as Sublessor, and the Sheriff, as
Sublessee,and operator shall enter into an Aircraft Sublease Agreement(the"AW139 Sublease").
2.9 The Parties acknowledge that pursuant to this Agreement,the AW 139 Sublease,as well as
other FAA documentation issued pursuant to the Part 135 Certificate shall give full command and
operational control of the S76 Helicopters and the AW 139 Helicopters during any and all operations thereof
including all operations relative to the Project to the FAA approved Sheriff personnel and to Sheriff itself
("Sheriff Command and Control").
2.10 Sheriff shall furnish all key management personnel,flight crew and maintenance personnel
as approved by the FAA in accordance with 14 CFR Part 119.69 in order to effect Sheriff 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 EMS Personnel").
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3.2 County through its MCFR department shall provide and maintain billing and collection
procedures to users of the Contract Services(and/or their medical insurance providers)in order that County
can, to the maximum extent possible, be reimbursed in whole or in part for said Contract Services (the
"EMS Billing and Collections"). Such 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 Billing in compliance
with the CFR's, Part 135 Rules and FAC 64J-I Rules ("Billing Requirements"). Notwithstanding these
Billing Requirements,all revenue derived from said Billing Requirements shall be deemed the property and
entitlement of the County ("Part 135 Receivables"). All billing shall be done under the name Monroe
County Fire Rescue.
3.3 The cost of the EMS Air Operation and the cost of County EMS Personnel shall be borne
by County pursuant to the budget as provided in Section 3.1 above with credits devolving from Part 135
Receivables credited thereto.
3.4 County shall, during the term of this Agreement, provide and maintain all appropriate
administrative support including but not limited to the staffing and equipment to provide for the EMS
Billing and Collection services for the Project and Contract Services as deemed reasonable by the Parties.
3.5 County shall not enter into any other agreement for rapid air transport (air ambulance
services) of critically injured or critically ill patients to appropriate medical facilities without the express
written permission of the Sheriff.
3.6 County shall be responsible for engaging any third-party collection service for
uncollectible accounts for Part 135 Receivables.
3.7 County shall comply and cooperate with Sheriff in all matters to ensure proper compliance
with all Federal, State,and local laws,rules,and regulations as applicable to the Contract Services.
3.8 County shall take no action, which in any way interferes with the Federal Aviation
Administration requirements relative to Sheriff Command and Control.
3.9 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
Sheriff shall exercise the same degree of care,skill,and diligence in the performance of Contract
Services as is ordinarily provided by any provider of similar services for local governments in South
Florida.
ARTICLE 5-SHERIFF STATUS
5.1 The Sheriff and the County are both sub-divisions of the State of Florida and are thus
subject to the same sovereign status afforded other Florida state entities.
5.2 The Sheriff shall retain full control over the employment, direction, compensation, and
discharge of all persons assisting in the performance of service by Sheriff for the EMS Air Operation.
Sheriff 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.
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699
ARTICLE 6-COMPLIANCE WITH LAWS
In performance of the Contract Services the Parties shall comply with applicable CFR's, FAC's,
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 64J-I Rules.
ARTICLE 7-INSURANCE
7.1 During the performance of the Contract Services under this Agreement, Sheriff shall
procure and maintain aviation hull and liability insurance policies,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, all of which coverage shall be in accordance with the express requirements (i) set forth in the
AW139 Sublease,and(ii)in accordance with the Master Equipment Lease/Purchase Agreement.
7.2 Supplemental P visions.
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 Sheriff shall require each of its subcontractors to take out and maintain during
the life of said subcontract the same insurance coverages required within this Agreement. Each
subcontractor shall furnish to the Sheriff two copies of the Certificate of Insurance,and Sheriff 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 Sheriff 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
County or Sheriff be required to contain any provision for waiver.
ARTICLE 8—INDEMNIFICATION
The Sheriff,as a state agency or subdivision defined in Section 768.28,Florida Statutes,agrees to
be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or
intentional tortuous actions,which result in claims or suits against either County or Sheriff, and agrees to
be liable to the statutory limits for any damages proximately caused by said acts or omissions,or intentional
tortious acts.
The County,as a political sub-division of the State of Florida,as defined in Section 768.28,Florida
Statutes, agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or
omissions,or intentional tortuous acts,which result in claims or suits against either the Sheriff or County,
and agrees to be liable to the statutory limits for any damages proximately caused by said acts or omissions,
or intentional tortious acts.
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700
Nothing contained in this Section shall be construed to be a waiver by either party 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.
ARTICLE 9-FORCE MAJEURE
Neither County nor Sheriff shall be considered to be in default of this Agreement if delays in or
failure of performance shall be due to uncontrollable forces, or force majeure,the effect of which,by the
exercise of reasonable diligence, any of the 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,lightning,epidemic,war,
riot, civil disturbance, sabotage, Acts of God and governmental actions. Neither party shall,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 other party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
ARTICLE 10-GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of Florida. Any and all legal action
necessary to enforce the Agreement shall be held in Monroe County and the Agreement shall 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 Sheriff agree that venue
and jurisdiction shall lie in the appropriate court or before the appropriate administrative body in Monroe
County,Florida. The County and Sheriff 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.
ARTICLE 11—MISCELLANEOUS
11.1 Non-waiver. A waiver by either County or Sheriff of any breach of this Agreement shall
not be binding upon the waiving party unless such waiver is in writing and duly 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 Severability. The invalidity, illegality, or unenforceability of any provision of this
Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void or
voidable, shall 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 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. 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.
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11.3 Records.The Parties shall maintain all books,records,and documents directly pertinent 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 timely access 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 Sheriff pursuant to this
Agreement were spent for purposes not authorized by this Agreement, the Sheriff shall repay the monies
together with interest calculated pursuant to Sec. 55.03,FS,running from the date the monies were paid to
Sheriff.
11 A Alitho ty. Each party represents and warrants to the other that the execution,delivery and TL
performance of this Agreement have been duly authorized by all necessary County and Sheriff action, as
required by law.
11.5 Claims for Federal or State Aid. Sheriff"and County agree that each shall be, and is,
empowered to apply for, seek,and obtain federal and state funds to fiirther the purpose ofthis.Agreement;
provided that all such applications, requests, grant proposals, and funding solicitations shall be approved
by each party prior to submission.
11.6 Adjqd Lc q-tion ofDis,) tgsk Di County arid Sheriff agree that all disputes and
M
disagreements shall be attempted to be resolved by meet arid confer sessions between representatives of
each of the Parties.If no resolution can be agreed upon within 30 days after the first meet arid 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.
113 Bindins-, Effect. The terms,covenants, conditions, and provisions of this Agreement shall
bind and inure to the benefit of the County and Sheriff and their respective legal representatives,successors,
and assigns.
11.8 Cotjp ratip.n.. 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
Sheriff 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 Sheriff specifically agree that none of the Par-ties to this Agreement shall be
required to enter into any arbitration proceedings related to this Agreement.
11.9 Nondiscrimination. The parties agree that there will be no discrimination against any
person. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as
applicable, relating to nondiscrimination. These include but are not limited toy 1) Title VII of the Civil
Rights Act of 1964(PL 88-352), which prohibit discrimination in employment on the basis of race,color,
religion, sex,and national origin; 2) Title IX of the Education Amendment of 1972, as amended(20 USC
§§ 1681-1683, and 16854686), which prohibits discrimination on the basis of sex; 3) Section 504 of the
Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits discrimination on the basis of
handicaps; 4) 'Me Age Discrimination Act of 1975, as amended(42 USC §§ 6101-6107),which prohibits
discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as
amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse
and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970 (PL 91 616), as amended,relating
to nondiscrimination on the basis of alcohol abuse or alcoholism;7)The Public Health Service Act of 1912,
§§ 523 and.527 (42 USC §§ 690dd-3 and 290ee-3), as amended,relating to confidentiality of aldohol and
drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as
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amended,relating to nondiscrimination in the sale,rental or financing of housing; 9)The Americans with
Disabilities Act of 1990(42 USC §§ 12101),as amended from time to time,relating to nondiscrimination
in employment on the basis of disability; 10)Monroe County Code Chapter 14,Article II,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.
11.10 Covenant of No Interest. Except for the relationships defined in Article 5 above,County
and Sheriff 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.
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 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.
11.12 No Solicitation/Payment. The County and Sheriff 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.
11.13 PrivileLes 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 Ll Obligations and Responsibilities _Non
-_Delegation of Constitutional or Statutoly
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-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 Sheriff agree that
neither the County nor the Sheriff 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. Sheriff 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.
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11.17 No Personal_Liabilit�. 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 or Sheriff in his or
her individual capacity, and no member, officer, agent or employee of Monroe County or Sheriff shall be
liable personally on this Agreement or be subject to any personal liability or accountability by reason of the
execution of this Agreement.
11.18 Execution inCountg-pgAs. 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
This Agreement is adopted by County and Sheriff as a final,complete and exclusive statement of
the terms of the Agreement between County and Sheriff. This Agreement supersedes all prior agreements,
contracts, proposals, representations, negotiations, letters or other communications between County and
Sheriff 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 Sheriff each binds itself and its director, officers, partners, successors, executors,
administrators,assigns and legal representatives to the other party to this Agreement.Any assignment,sale,
pledge or conveyance of this contract by Sheriff must be previously approved in writing by County,whose
consent will not be unreasonably withheld.
ARTICLE 14-TRUTH-IN-NEGOTIATION CERTIFICATE
Execution of this Agreement by the Sheriff shall act as the execution of a truth-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 Sheriff for the same or substantially
similar service,provided that the customer is of comparable size and demographic.
ARTICLE 15-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: County Attorney's Office
1111 12'Street, Suite 408
Key West,Florida 33040
Attention: Pedro J.Mercado
as to the Sheriff: Monroe County Sheriffs Office
5525 College Road
Key West,Florida 33040
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Attention: Chief Michael Rice
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.Nothing contained in this Article shall be construed to restrict the transmission of
routine communications between representatives of Sheriff and County.
(Signatures on next page.)
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705
IN WITNESS WHEREOF,the parties hereto have accepted,made and executed this Agreement
upon the terms and conditions above stated on the day and year first written above.
(SEAL) MONROE COUNTY BOARD OF
Attest: Kevin Madok,Clerk of Court COUNTY COMMISSIONERS
By: By:
as Deputy Clerk Mayor/Chairperson
Date: MONROE COUNTY ATTORNEY
APPROVFT) A q TO FC)RM
By:
Pedro J.Mercado
Assistant County Attorney
(SEAL)
MONROE=C ERIFF'SX)FFICE:
'oe
Richard A.Ramsay, Sheriffs
Date:
MONROE COUNTY SHERIFF'S OFFICE
APPROVED AS'jX)1'")RM
By:
P,, 'ric cCullah,General Counsel
Date: & 1 (1,
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706
TERMINATION AGREEMENT
This Termination Agreement("Termination") is effective as of August 21, 2024 by and among,
MONROE COUNTY,a political subdivision of the State of Florida,with principal offices located at 1100
Simonton Street,Key West,Florida 33040(hereinafter referred to as the"County'),MONROE COUNTY
SHERIFF'S OFFICE, a constitutional officer of the State of Florida,with offices at 5525 College Road,
Key West,Florida 33040(hereinafter referred to as the"Sheriff'), and GLOBAL SKY AIRCHARTER
CORPORATION, a Florida corporation with offices at 5525 College Road, Key West, Florida 33040
(hereinafter referred to as"Global'), (collectively hereinafter the County,the Sheriff,and Global shall be
referred to as the"Parties').
WITNESSETH
WHEREAS, previously entered into an Air Ambulance Agreement on the 21st day of July 2021
with a term with an expiration date of July 18,2036(the"Air Ambulance Agreement"); and
WHEREAS,the Parties have elected to terminate the Air Ambulance Agreement;
NOW THEREFORE,in consideration of the mutual covenants and promises herein set forth,the
Parties hereby agree as follows:
1. Termination; Survival: Effective August 21, 2024 the Air Ambulance Agreement dated
July 21, 2021 is hereby terminated in its entirety, none of the Parties will have any further rights or
obligations to the other with respect to the Air Ambulance Agreement other than any right or obligation
that survives such termination as such survival is expressly provided for in the Air Ambulance Agreement.
2. Mutual Release: Effective as of the date hereof,and subject to the provisions of Section 1
herein above, the Parties shall each release each other of and from any and all obligations of one to the
other set forth in or arising in any manner out of the Air Ambulance Agreement.
3. Entire Agreement: This Termination sets forth the entire agreement, and supersedes any
previous understanding of the parties relating to the termination of the Air Ambulance Agreement.
4. Further Assurances,: The Parties each agree that,from time to time after the date hereof,
upon the reasonable request of any other party, each shall cooperate with the other in executing and
delivering any and all such further instruments and documents and take such further action as may be
reasonably necessary to carry out the intent of this Termination and the terms hereof.
5. Counten,)arts: This Termination may be executed in counterparts, each of which shall be
deemed an original document,all of which shall constitute a single document.
6. Governing Law: This Termination shall be governed by the laws of the State of Florida.
Any and all legal action necessary to enforce this Termination shall be held in Monroe County and the
Termination shall 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 Termination,the County
and Sheriff agree that venue and jurisdiction shall lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida. The County and Sheriff agree that, in the event of
conflicting interpretations of the terms or a term of this Termination by or between any of them the issue
shall be submitted to mediation prior to the institution of any other administrative or legal proceeding.
707
7. Attorne ,s_Fees: Each party shall bear its own costs and attorneys fees in the negotiation
and entering into of this Termination. In the event that a dispute arises under this Termination, the
prevailing party shall be entitled to recover its costs and reasonable attorneys' fees in pursuing any legal
action to enforce its rights hereunder.
(Signature page follows.)
708
IN WITNESS WHEREOF,the Parties have each caused this Termination to be executed by their
duly authorized officers as of the day and year first above written.
(SEAL) MONROE COUNTY BOARD OF
Attest: Kevin Madok,Clerk of Court COUNTY COMMISSIONERS
By: ----------.................. ..............- By: ------
as Deputy Clerk Mayor/Chairperson
Date: MONROE COUNTY ATTORNEY
APPROVED AS TO FORM
By:
Pedro J.Mercado
Assistant County Attorney
(SEAL)
MONROE( TY H RIFF'S710E:
By: 7-
Richard A.Ramsay, Sheriff
Date:
MONROE COUNT HERIFF'S OFFICE
APPROVED
0/.�)RM
By:
'aatrig° McCullah,General Counsel
Date:
..
GLOBAL Y IRC TARTERCO RATION
By:
Richard A.Ramsay, Sheriff
Date:
709
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with FloridaStatute 287.087 hereby certifies that:
(Marne of Business)
1. Publish a statement notifying employees that the unlawful manufacture, distribution,
dispensing, possession, or use of a controlled substance is prohibited in the workplace
and specifying the actions that will be taken against employees for violations of such
prohibition.
. Inform employees about the dangers of drug abuse in the workplace, the business' policy
of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and
employee assistance programs, and the penalties that may be imposed upon employees
for drug abuse violations.
. Give each employee engaged in providing the commodities or contractual services that
are under bid a copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notify the employees that, as a condition of
working on the commodities or contractual services that are under bid, the employee will
abide by the terms of the statement and will notify the employer of any conviction of, or
plea of guilty or nolo contenders to, any violation of Chapter 693 (Florida Statutes) or of
any controlled substance law of the United States or any state, for a violation occurring in
the workplace no later than five ( )days after such conviction.
. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance
or rehabilitation program if such is available in the employee's community, or any
employee who is so convicted.
. hakes a good faith effort to continue to maintain a drug-free workplace through
implementation of this section,
s the person authorized to sign the statement, I certify that this firm complies fully with the above
requirements. �
�m
(signature)
. Date:
— eV1 A,
STATE OF:
COUNTY OF.-
Subscribed and sworn to (or,affirrned before me, by means of physical presence or 0 online
not ruin, n , ��� ` ' s � (date) by
- ��/° r° 1
"- _ (narn of affiant). /the is per
known to
men or has produ o°" (type of,identification)
identification.
NOTARY PUBLIC
Icy Commission Expires:
.
Y` "���® Tamara eteck- r
.e.m�� Com. 007
®sm0 q` EX ires:Nov.23p 2024
So ed Thru Aaron Notary710
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
rr
n , � � Jul / � I� +V � .,A�"� � „ l,f� �7 �; �` .,k ✓,,il �%( �,� ee
,(Company)
"...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any
former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any
County officer or employee in violation of Section 3 of Ordinance No. 010-1990. 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."
(Signature)
AWDate: _ ...............
STATE OF:
COUNTY OF: �,,
Subscribed and sworn to (or affirmed) before me, by means of❑physical presence or ❑ online
notarization, on
(date) y ° ; ' . �.� ( ) He/She is
date b � �< �"- � � �,�,_..�_.
name of affiant ,
personally known to me or has produced (type of
identification)as identification.
„
� /;
'TiAIY PUE'(..IC
y Commission Expires:
�b"P!y N,r,, Tamara Peteck-Snider
. ,
Comm,#HH060057
-IX
,.Bonded Thru Amon No
'�Jfl#11N\"\
711
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods or services to a public
entity, may not submit a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real property to public entity, may
not be awarded or perform work as a CONTRACTOR, supplier,subcontractor, or CONTRACTOR
under a contract with any public entity, and may not transact business with any public entity in
excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period
of 36 months from the date of being placed on the convicted vendo
r lit„
have read the above and state that neither "'
.._.._. ... � ( pdrd nt s name)
nor any Affiliate has been placed on the convicted vendor list within the last 36 months.
(Signature)
Date: alsik
11
STATE OF: r'
COUNTY OF:
Subscribed and sworn to (or,affirme ) before me, by means of 0 physical presence or ® online
npt ri tion, on,,"' ' 'AF '°f o (date) by
(name of affiant). She is personally known to
me or has produced _ -w (type of identification) as
identification.
NOTARY PUEI-IC ..._
My Commission Expires:
Tamers Peleck-Snider
� �__ Comm,#HH060057
�: Expires:Nov.23,2024
N'"1 y Bonded Thru Aartxt Pkttary
712