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3. 08/21/2024 Agreement GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: August 30, 2024 TO: Fire Chief Jim Callahan Fire Rescue/EMS Cheri Tamborski Executive Administrator FROM: Liz Yongue, Deputy Clerk SUBJECT: August 21, 2024 BOCC Meeting The attached item has been executed and added to the record: C25 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 Sheriff s Office dated July 21, 2021. Should you have any questions, please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 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; Page 1 of 11 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 Page 2 of 11 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"). Page 3 of 11 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. Page 4 of 11 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. Page 5 of 11 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. Page 6 of 11 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 Page 7 of 11 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. Page 8 of 11 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 Page 9 of 11 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.) Page 10 of 11 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. £e•,,,.a-,a by Y,„." s , l',,,, MONROE COUNTY BOARD OF ,'`' ,�;:';' - Ales �•�e in•Madok Clerk of Court. : : COUNTY COMMISSIONERS : . .14W 1,141,--1 .-.1 NA\ . • : . : . : . . . . 4;1±'W sitt5,,':' ' t.J,,,,,,A,., "sil‘, . . . By: "'" $. . :'. L : . ' : . .Ma y or/ hat erson. Bly[ rTh M� � _ :�;���� � _pu Clerk Y � :41 "� `t',,!..+;,,�' 6 tee,. I \:, , � .Q,, e2 0 Z I Z4 MONROE COUNTY ATTORNEY. ' = `v. >;�$o APPROVFT) A.S TO FORM. By: -; - Fedro J:..Mercado Assistant County Attorney (SEAL): MONROE.C'.f r ERIFF' FFICE. Aet: ' - : By. Richard ar A.Ramsay,Sheriff Date: 9 r' t " . MONROE.COUNTY SHERIFFS OFFICE . APPROVED AS39-F RM . . : .i= ...0 .,7). . . ;\\.. :By i/ : . . , : . ., .,'_ P c��'ri 4cCullah,General Counsel _ : . : �- J" : ,,,,,,,,,' ___,07 Date . f Manaactlmonroe county sheriffs offm augusta•3 ae punlimelair ambulance aaroementtair ambulance agreement•,js elan 1B-0672024.docx . . :Page 11 of 11 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: Monroe Countv Sheriffs Office (Dame ofBusiness) 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 workplaces any mailable 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 contendere 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. . Make 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,affirmed before me, by means of physical presence or 0 online not ritin, n , ��� ` ' s � (date) by - ��/° r° 1 _�, :' (name of affiarrt). e/She is per known to me or has produced o°" (type of,identification) as identification. NOTARY PUBLIC My Commission Expires: . Y` "���® Tamara eteck- r .e.m�� Com. 07 ®sm0 q` EX ires:Nov.23p 2024 So ed Thru Aaron Notary 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\"\ 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 n tion, on,,"' '/ �. O f J j�l (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: Tamara Peleck-Snider � �__ Comm,#HH060057 Expires:Nov.23,2024 hrM y Bonded Thru Aamn tw►tary