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HomeMy WebLinkAboutCity of Tamarac Resolution R-2021-096 TR# 13665
Page 1
August 25, 2021
• CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2021-
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
TAMARAC, FLORIDA, ACCEPTING A BROWARD COUNTY
EMERGENCY MEDICAL SERVICES (EMS) GRANT AWARD IN THE
AMOUNT OF $8,010; AUTHORIZING THE CITY MANAGER AND
APPROPRIATE CITY OFFICIALS TO EXECUTE A BROWARD
COUNTY EMS GRANT AGREEMENT AND NECESSARY
DOCUMENTS PENDING LEGAL REVIEW BETWEEN BROWARD
COUNTY AND THE CITY OF TAMARAC FOR GRANT FUNDING IN
THE AMOUNT OF $8,010 FOR THE PURCHASE OF PRE-HOSPITAL
VENTILATORS; PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Tamarac desires to enhance the
health, wellness and safety of its residents, businesses and visitors; and
WHEREAS, Broward County and the Broward County Regional Emergency
Medical Services (EMS) Council support the Broward County EMS grant program for the
improvement and expansion of prehospital emergency medical services in Broward
County pursuant to Chapter 401, Part II, Florida Statutes, and
WHEREAS, the State of Florida, Department of Health, Bureau of Emergency
Services approved and distributed funds to Broward County from the State EMS Trust
Fund to use for EMS grant funding in Broward County, and
WHEREAS, the City of Tamarac submitted a Broward EMS grant application for
the purchase of pre-hospital ventilators and the Broward County EMS Grants Committee
and Broward Regional EMS Council recommended awarding the City of Tamarac a non-
matching Broward EMS grant award in the amount of $8,010, and
TR# 13665
Page 2
August 25, 2021
WHEREAS, the City Manager and Fire Chief recommend accepting the Broward 411)
County EMS grant award in the amount of $8,010 to purchase pre-hospital ventilators,
and
WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be
in the best interest of the citizens and residents of the City of Tamarac to accept the
Broward EMS grant award in the amount of $8,010 for the purchase of pre-hospital
ventilators.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
TAMARAC, FLORIDA:
SECTION 1: The foregoing WHEREAS clauses are HEREBY ratified and
confirmed as being true and correct and are HEREBY made a specific part of this
Resolution. All Exhibits attached HERETO are incorporated HEREIN and made a specific
part of this Resolution.
SECTION 2: The City Commission of the City of Tamarac HEREBY accepts the
$8,010 Broward County EMS grant award for the provision of pre-hospital ventilators.
SECTION 3: The Tamarac City Manager and appropriate City Officials are
HEREBY authorized to execute a Broward EMS grant agreement and necessary
documents pending legal review between Broward County and the City of Tamarac for
grant funding in the amount of $8,010 for pre-hospital ventilators, a copy of which is
attached HERETO as Exhibit A and is incorporated HEREIN by this reference; and
SECTION 4: All Resolutions or parts of Resolutions in conflict herewith are
HEREBY repealed to the extent of such conflict.
•
TR# 13665
Page 3
August 25, 2021
• SECTION 5: If any clause, section, part or application of this Resolution is held by
any court of competent jurisdiction to be unconstitutional or invalid, in part or application,
it shall not affect the validity of the remaining portions or applications of this Resolution.
SECTION 6: This Resolution shall become effective immediately upon its passage
and adoption.
PASSED, ADOPTED AND APPROVED this 25 day of eti.c10 T , 2021.
MICHELLE a. GOMEZ
MAYOR
ATTEST:
A, Qi7
NNIF R JO SON, CMC
CITY CLERK
RECORD OF COMMISSION VOTE:
MAYOR GOMEZ C�
DIST 1: COMM. BOLTON
DIST 2: COMM. GELIN
DIST 3: V/M VILLALOBOS _y>S
DIST 4: COMM. PLACKO �1
I HEREBY CERTIFY that I have
approve. this RESOLUTION as
to fo .
A0
JO' N R. HERIN,
• CI A ORNEY
AGREEMENT BETWEEN BROWARD COUNTY AND CITY OF TAMARAC FOR EMS
COUNTY GRANT FUNDING (21-OMETS-03)
Project: Pre-Hospital Ventilator— Improving Survivability Tamarac
This Agreement ("Agreement") is made and entered by and between: BROWARD
COUNTY, a political subdivision of the State of Florida, ("COUNTY") and CITY OF
TAMARAC, a municipal corporation of the State of Florida, ("CITY"), (each a "Party" and
collectively referred to as the "Parties").
RECITALS
A. Pursuant to Chapter 401 , Part II, Florida Statutes, and Section 64J-1 .015,
Florida Administrative Code, COUNTY is the recipient of Emergency Medical Services
("EMS") County Grant Program Funds from the State of Florida, Department of Health,
Bureau of Emergency Medical Services ("DOH") for improvement and expansion of pre-
hospital emergency medical services in Broward County; and
B. COUNTY has allocated a portion of Fiscal Year 2021 EMS County Grant
Program Funds to CITY for the Project described herein; and
C. The Parties desire to enter into this Agreement to provide for the
implementation of the Project in accordance with the terms set forth herein.
Now, therefore, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1. DEFINITIONS
1 .1 . Application means the EMS County Grant Application submitted by CITY for the
award of EMS County Grant Funds, which is incorporated herein by reference.
1 .2. Board means the Board of County Commissioners of Broward County, Florida.
1 .3. Contract Administrator means the Office of Medical Examiner and Trauma
Services, Trauma Management Agency Manager.
1 .4. County Administrator means the administrative head of COUNTY appointed by the
Board.
1 .5. OMETS means the Office of Medical Examiner and Trauma Services.
1 .6. Participating Agency means the agency(ies) that joins in CITY'S Application to
COUNTY for the Project and executes an "Addendum to EMS County Grant Funding
Agreement" with COUNTY, in substantially the form attached as Exhibit "G."
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1.7. Project means the EMS Grant Project described in Article 3, Exhibit "A," Scope of
Project, and in the Application.
1.8. Subcontractor means an entity or individual providing services to County through
Contractor for all or any portion of the work under this Agreement. The term "Subcontractor"
shall include all subconsultants.
ARTICLE 2. EXHIBITS
Exhibit A Scope of Project
Exhibit B Project Schedule
Exhibit C Project Budget
Exhibit D Outcomes/Indicators
Exhibit E Cost Reimbursement Invoice Office of Medical Examiner
and Trauma Services
Exhibit F Required Reports and Submission Timeline
ARTICLE 3. PROJECT AND SCOPE OF SERVICES
3.1. CITY shall implement the Project described in Exhibit "A," Scope of Project, in a
manner satisfactory to COUNTY, within the Project Schedule set forth in Exhibit "B," and
within the proposed Project Budget set forth in Exhibit "C," achieving outcomes identified in
Exhibit "D," Outcomes/Indicators.
3.2. The Project is a description of CITY'S obligations and responsibilities and deemed
to include preliminary considerations and prerequisites, and all labor, materials, equipment,
and tasks, which are such an inseparable part of the work described, that exclusion would
render performance by CITY impractical, illogical, or unconscionable.
3.3. CITY acknowledges that the Contract Administrator has no authority to make
changes that would increase, decrease, or otherwise modify the Project and Scope of
Services to be provided under this Agreement except as expressly set forth in this
Agreement. The primary responsibilities of the Contract Administrator are to coordinate and
communicate with CITY and to manage and supervise execution and completion of the
Project and the terms and conditions of this Agreement as set forth herein.
ARTICLE 4. TERM AND TIME OF PERFORMANCE
4.1. Term. The term of this Agreement shall begin on the date it is fully executed by the
Parties ("Effective Date") and continue for a term of one (1) year ("Initial Term").
4.2. Extensions. This Agreement may be extended for two (2) additional one (1) year
terms (each an "Extension Term") upon mutual agreement of the Parties by providing written
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notice in at least thirty (30) days prior to the expiration of the then-current term accordance
with the "Notices" section of this Agreement. The Initial Term and the Extension Term shall
be collectively referred to as "Agreement Term."
4.3. Extension Rates and Terms. For any extension beyond the Initial Term, CITY shall
be compensated at the rates in effect when the extension was invoked by COUNTY, unless
otherwise expressly stated in this Agreement. CITY shall continue the project upon the
same terms and conditions as set forth in this Agreement for such extended period.
4.4. Fiscal Year. The continuation of this Agreement beyond the end of any COUNTY
fiscal year is subject to both the appropriation and the availability of funds in accordance
with Chapter 129, Florida Statutes.
4.5. Time of the Essence. Unless otherwise agreed to by the Parties in writing, all duties,
obligations, and responsibilities of CITY required by this Agreement shall be completed no
later than the end of the Agreement Term. Time shall be deemed to be of the essence in
performing the duties, obligations, and responsibilities required by this Agreement.
ARTICLE 5. FUNDING AND METHOD OF PAYMENT
5.1. COUNTY shall provide an amount not to exceed Eight Thousand and Ten Dollars
($8,010.00) ("Funds") in the manner described below to complete the Project in accordance
with the terms of this Agreement
® to City of Tamarac on a reimbursement basis.
❑ to Vendor on behalf of CITY.
5.2. COUNTY'S obligation to disburse any Funds to CITY or Vendor is predicated upon
the availability and payment of Funds in an equal amount provided by DOH.
5.3. CITY shall use the Funds solely for the purposes described in this Agreement.
5.4. The County Administrator has the authority, in the County Administrator's sole
discretion, to make line item budget adjustments to Exhibit "C," Project Budget, to maximize
the expenditure of the Funds. Such adjustments shall be made in writing and signed by the
County Administrator.
5.5. When Funds are paid directly to Vendor on behalf of CITY, the following shall apply:
A. CITY may submit invoices for reimbursement no more often than on a monthly
basis, but only after the Project activities for which the invoices are submitted
have been completed during the Agreement term.
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B. All requests for payment submitted by CITY shall be set forth on the Cost
Reimbursement Invoice form, attached as Exhibit "E," and shall be signed by
CITY'S Designated Representative. An original Vendor invoice plus one (1)
copy, including paid receipts, and the Project Vendor's name and address,
must be received no later than thirty (30) days after the expiration of this
Agreement. The invoice shall include evidence of expenses incurred for the
Project during the Agreement term and, if applicable, proof of delivery of the
items(s), commodity(ies), or property, hereinafter referred to as the"Property,"
identified on Exhibit "E," Attachment 1, Property Receipt, to the Participating
Agency(ies), if applicable.
C. COUNTY shall pay CITY within thirty (30) calendar days of receipt of CITY'S
proper invoice, as required by the "Broward County Prompt Payment
Ordinance," Section 1-51.6, Broward County Code of Ordinances. To be
deemed proper, all invoices must comply with the requirements set forth in
this Agreement and must be submitted on the then-current COUNTY form and
pursuant to instructions prescribed by the Contract Administrator. Payment
may be withheld for failure of CITY to comply with a term, condition, or
requirement of this Agreement.
D. All payments by COUNTY to the Vendor shall be made solely in the name of
the Vendor at the address provided on the Vendor's Invoice.
5.6. Failure of CITY to timely provide any reports or documentation required under this
Agreement and specifically Exhibit"F," Required Reports, or any misuse of Funds, shall be
deemed a breach of this Agreement and shall require CITY to return all unexpended Funds
to COUNTY. CITY shall further be responsible for reimbursing COUNTY for any Funds
expended by CITY in violation of this Agreement.
5.7. CITY shall own all Property purchased by, or on behalf of CITY, pursuant to this
Agreement, excluding Property provided to a Participating Agency under the Addendum to
EMS County Grant Funding, if applicable. CITY shall be responsible for licensing and
permitting the Property, as applicable, and for insuring, maintaining, and utilizing the
Property throughout the useful life of same. When the Property is no longer usable, it may
be disposed of in the customary manner in accordance with CITY procedures for same.
ARTICLE 6. REPRESENTATIONS AND WARRANTIES
6.1. Representation of Authority. CITY represents and warrants that this Agreement
constitutes the legal, valid, binding, and enforceable obligation of CITY, and that neither the
execution nor performance of this Agreement constitutes a breach of any agreement that
CITY has with any third party or violates any law, rule, regulation, or duty arising in law or
equity applicable to CITY. CITY further represents and warrants that execution of this
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Agreement is within CITY's legal powers, and each individual executing this Agreement on
behalf of CITY is duly authorized by all necessary and appropriate action to do so on behalf
of CITY and does so with full legal authority.
6.2. Grant Representations. CITY represents and warrants that all statements and
representations made in CITY's proposal, bid, or other supporting documents submitted to
COUNTY in connection with the grant, negotiation, or award of this Project, including during
the grant evaluation process, were true and correct when made and are true and correct as
of the date CITY executes this Agreement, unless otherwise expressly disclosed in writing
by CITY.
6.4. Truths-in-Negotiation Representation. CITY certifies that wage ranges, factual unit
costs, and any other representations supporting the expenditure by COUNTY of the Funds
under this Agreement are accurate, complete, and current at the time of contracting. The
original Agreement price and any additions thereto shall be adjusted to exclude any Funds
which COUNTY determines the Agreement price was increased due to inaccurate,
incomplete, or noncurrent wage rates, factual unit costs, and any other representations. All
such Agreement adjustments shall be made within one (1) year following the end of this
Agreement.
6.5. Public Entity Crime Act. CITY represent that it is familiar with the requirements and
prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and
represents that its entry into this Agreement will not violate that Act. CITY further represents
that there has been no determination that it committed a "public entity crime" as defined by
Section 287.133, Florida Statutes, and that it has not been formally charged with committing
an act defined as a "public entity crime" regardless of the amount of money involved or
whether CITY has been placed on the convicted vendor list.
6.6. Discriminatory Vendor and Scrutinized Companies Lists. CITY represents that it has
not been placed on the "discriminatory vendor list" as provided in Section 287.134, Florida
Statutes, and that it is not a "scrutinized company" pursuant to Section 215.473, Florida
Statutes. CITY represents and certifies that it is not ineligible to contract with COUNTY on
any of the grounds stated in Section 287.135, Florida Statutes.
6.7. Claims Against CITY. CITY represents and warrants that there is no action or
proceeding, at law or in equity, before any court, mediator, arbitrator, governmental or other
board or official, pending or, to the knowledge of CITY, threatened against or affecting CITY,
the outcome of which may (a) affect the validity or enforceability of this Agreement, (b)
materially and adversely affect the authority or ability of CITY to perform its obligations
under this Agreement, or (c) have a material and adverse effect on the consolidated
financial condition or results of operations of CITY or on the ability of CITY to conduct its
business as presently conducted or as proposed or contemplated to be conducted.
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6.8. Verification of Employment Eligibility. CITY represents that CITY and each
Subcontractor has registered with and uses the E-Verify system maintained by the United
States Department of Homeland Security to verify the work authorization status of all newly
hired employees in compliance with the requirements of Section 448.095, Florida Statutes,
and that entry into this Agreement will not violate that statute. If CITY violates this section,
COUNTY may immediately terminate this Agreement for cause and CITY shall be liable for
all costs incurred by COUNTY due to the termination.
6.9. Warranty of Performance. CITY represent and warrant that it possesses the
knowledge, skill, experience, and financial capability required to perform the Project and
that each person and entity that engages in the Project is duly qualified to perform such
services by all appropriate governmental authorities, where required, and is sufficiently
experienced and skilled in the area(s) for which such person or entity will perform the
Project. CITY represents and warrants that the Project shall be performed in a skillful and
respectful manner, and that the quality of the Project shall equal or exceed prevailing
industry standards for the Project.
6.10. Breach of Representations. In entering into this Agreement, CITY acknowledge that
COUNTY is materially relying on the representations, warranties, and certifications of CITY
stated in this article. COUNTY shall be entitled to recover any damages it incurs to the
extent any such representation or warranty is untrue. In addition, if any such representation,
warranty, or certification is false, COUNTY shall have the right, at its sole discretion, to
terminate this Agreement without any further liability to CITY, to deduct from any amounts
due CITY under this Agreement the full amount of any value paid in violation of a
representation or warranty, and to recover all sums paid to CITY under this Agreement.
ARTICLE 7. GOVERNMENTAL IMMUNITY
Nothing herein is intended to serve as a waiver of sovereign immunity by any Party
nor shall anything included herein be construed as consent to be sued by third parties in
any matter arising out of this Agreement or any other contract. CITY is a state agency or
political subdivision as defined in Chapter 768.28, Florida Statutes, and shall be fully
responsible for the acts and omissions of its agents or employees to the extent permitted
by law.
ARTICLE 8. INSURANCE
CITY is an entity subject to Section 768.28, Florida Statutes, and CITY shall furnish
the Contract Administrator with written verification of liability protection in accordance with
state law prior to final execution of this Agreement.
ARTICLE 9. TERMINATION OF AGREEMENT
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9.1. This Agreement may be terminated for cause by the aggrieved Party if the Party in
breach has not corrected the breach within ten (10) days after receipt of written notice from
the aggrieved Party identifying the breach. This Agreement may also be terminated for
convenience at any time by COUNTY, through its Contract Administrator. Termination for
convenience by COUNTY shall be effective on the termination date stated in the written
notice provided by COUNTY, which termination date shall be not less than thirty (30) days
after the date of such written notice. Termination for cause may be effected by the County
Administrator, the COUNTY representative expressly authorized under this Agreement, or
the COUNTY representative (including any successor) who executed the Agreement on
behalf of COUNTY. This Agreement may also be terminated by the County Administrator
upon such notice as the County Administrator determines that termination is necessary to
protect the public health, safety, or welfare. If COUNTY erroneously, improperly, or
unjustifiably terminates for cause, such termination shall be deemed a termination for
convenience, and shall be effective thirty(30) days after such notice of termination for cause
is provided.
9.2. This Agreement may be terminated for cause by COUNTY for reasons including, but
not limited to, CITY'S failure to suitably or continuously perform the Project in a manner
calculated to meet or accomplish the objectives in this Agreement, or repeated submission
(whether negligent or intentional) for payment of false or incorrect bills or invoices.
9.3. In the event COUNTY terminates this Agreement for cause, which includes
noncompliance with the terms set forth in the Application, CITY shall be required to repay
COUNTY in full all Funds disbursed to CITY prior to the effective date of termination and
shall result in COUNTY declaring CITY ineligible for further participation in the EMS Grant
Program.
9.4. In the event COUNTY terminates this Agreement for convenience, any Funds paid
to CITY in accordance with the terms of this Agreement prior to the effective date of
termination can be retained by CITY for the Project through the termination date specified
in the written notice of termination, subject to any right of COUNTY to retain any sums
otherwise due and payable. CITY acknowledges that it has received good, valuable and
sufficient consideration from COUNTY, the receipt and adequacy of which are, hereby
acknowledged by CITY, for COUNTY'S right to terminate this Agreement for convenience
in the form of COUNTY'S obligation to provide advance notice to CITY in accordance with
Section 9.1 .
9.5. Notice of termination shall be provided in accordance with the "Notices" section of
this Agreement, except that notice of termination by the County Administrator to protect the
public health, safety, or welfare may be oral notice which shall be promptly confirmed in
writing.
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9.6. In the event this Agreement is terminated for any reason, any Funds due CITY shall
be withheld by COUNTY until all documents are provided to COUNTY pursuant to Section
12.1 of Article 12.
9.7. In addition to any right of termination stated in this Agreement, COUNTY shall be
entitled to seek any and all available remedies, whether stated in this Agreement or
otherwise available at law or in equity.
ARTICLE 10. FINANCIAL STATEMENTS/MANAGEMENT LETTERS
10.1. CITY shall provide a copy of CITY'S audited financial statements and any
applicable management letters as well as CITY'S response to any management letters. The
audit of financial statements shall be prepared by an independent certified public accountant
in accordance with generally accepted accounting principles for the fiscal year Funds are
received and for each subsequent fiscal year until such time as all of the Funds are
expended.
10.2. CITY shall provide to Contract Administrator copies of a special report showing all
revenues, by source, and all expenditures as set forth in the Scope of Services for the
Project being funded by this Agreement. The report shall specifically disclose any Funds
received which were not expended in accordance with this Agreement or with any
regulations incorporated by reference therein. It shall identify the total of noncompliant
expenditures as due back to COUNTY. If the special report is prepared by an independent
certified public accountant, it shall be in accordance with generally accepted auditing
standards. If the special report is prepared by an internal auditor, it shall be as nearly in
accordance with generally accepted auditing standards as the status of the internal auditor
permits, realizing that the internal auditor may not issue the opinions required therein. The
special report is to be filed with CITY'S governing body.
10.3. CITY shall submit the documents required by this section to Contract Administrator
within one hundred twenty (120) days after the close of CITY'S fiscal year in which CITY
receives Funds under this Agreement, unless otherwise approved by the Contract
Administrator in writing.
ARTICLE 11. EQUAL EMPLOYMENT OPPORTUNITY AND CBE COMPLIANCE
11.1. No party to this Agreement may discriminate on the basis of race, color, sex, religion,
national origin, disability, age, marital status, political affiliation, sexual orientation,
pregnancy, or gender identity and expression in the performance of this Agreement. CITY
shall include the foregoing or similar language in its contracts with any Subcontractors,
except that any project assisted by the U.S. Department of Transportation funds shall
comply with the non-discrimination requirements in 49 C.F.R. Parts 23 and 26. CITY shall
comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the
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course of providing any services funded by COUNTY, including Titles I and II of the ADA
(regarding nondiscrimination on the basis of disability), and all applicable regulations,
guidelines, and standards. CITY shall include the foregoing or similar language in its
contracts with any Subcontractors, except that any project assisted by the U.S. Department
of Transportation funds shall comply with the non-discrimination requirements in 49 C.F.R.
Parts 23 and 26.
11.2. Failure by CITY to carry out any of these requirements shall constitute a material
breach of this Agreement, which shall permit the COUNTY to terminate this Agreement or
to exercise any other remedy provided under this Agreement, Broward County Code of
Ordinances, Broward County Administrative Code, or under other applicable law, all such
remedies being cumulative.
11.3. The CBE Program, which is implemented under the Broward
County Business Opportunity Act of 2012, Section 1-81, Broward County Code of Ordinances,
referred to as the "Act," provides for the establishment and implementation of CBE
participation goals, initiatives, and other opportunities for COUNTY contracts. Although no
CBE goal has been set for this Agreement, COUNTY encourages CITY to give full
consideration to the use of CBE firms to perform work under this Agreement.
ARTICLE 12. MISCELLANEOUS PROVISIONS
12.1. Public Records. To the extent CITY is acting on behalf of COUNTY as stated in
Section 119.0701, Florida Statutes, CITY shall:
12.1.1. Keep and maintain public records required by COUNTY to perform
services under this Agreement;
12.1.2. Upon request from COUNTY, provide COUNTY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable
time and at a cost that does not exceed that provided in Chapter 119, Florida
Statutes, or as otherwise provided by law;
12.1.3. Ensure that public records that are exempt or confidential and exempt
from public record requirements are not disclosed except as authorized by law for
the duration of this Agreement and following completion or termination of this
Agreement if the records are not transferred to COUNTY; and
12.1.4 Upon completion or termination of this Agreement, transfer to
COUNTY, at no cost, all public records in possession of CITY or keep and maintain
public records required by COUNTY to perform the services. If CITY transfers the
records to COUNTY, CITY shall destroy any duplicate public records that are exempt
or confidential and exempt. If CITY keeps and maintains public records, CITY shall
meet all applicable requirements for retaining public records. All records stored
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electronically must be provided to COUNTY upon request in a format that is
compatible with the information technology systems of COUNTY.
A request for public records regarding this Agreement must be made directly to COUNTY,
who will be responsible for responding to any such public records requests. CITY will
provide any requested records to COUNTY to enable COUNTY to respond to the public
records request.
Any material submitted to COUNTY that CITY contends constitutes or contains trade
secrets or is otherwise exempt from production under Florida public records laws (including
Florida Statutes Chapter 119) ("Trade Secret Materials") must be separately submitted and
conspicuously labeled "EXEMPT FROM PUBLIC RECORD PRODUCT — TRADE
SECRET." In addition, CITY must, simultaneous with the submission of any Trade Secret
Materials, provide a sworn affidavit from a person with personal knowledge attesting that
the Trade Secret Materials constitute trade secrets under Section 812.081, Florida Statutes,
and stating the factual basis for same. In the event a third party submits a request to
COUNTY for records designated by CITY as Trade Secret Materials, COUNTY shall refrain
from disclosing the Trade Secret Materials, unless otherwise ordered by a court of
competent jurisdiction or authorized in writing by CITY. CITY shall indemnify and defend
COUNTY and its employees and agents from any and all claims, causes of action, losses,
fines, penalties, damages, judgments, and liabilities of any kind, including attorneys' fees,
litigation expenses, and court costs, relating to the non-disclosure of any Trade Secret
Materials in response to a records request by a third party.
IF CITY HAS QUESTIONS REGARDING THE APPLICATION OF FLORIDA STATUTES
CHAPTER 119 TO CITY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (954) 357-5234,
Med Exam Trauma(&,broward.orq, 5301 SW 31st AVENUE, FORT LAUDERDALE,
FLORIDA 33312.
12.2. Audit Right and Retention of Records. COUNTY shall have the right to audit the
books, records, and accounts of CITY and its Subcontractors that are related to this
Agreement. CITY and Subcontractors shall keep such books, records, and accounts as
may be necessary in order to record complete and correct entries related to this Agreement
and performance under this Agreement. All books, records, and accounts of CITY shall be
kept in written form, or in a form capable of conversion into written form within a reasonable
time, and upon request to do so, CITY or its Subcontractors shall make same available in
written form at no cost to COUNTY.
CITY and its Subcontractors shall preserve and make available, at reasonable times within
Broward County, Florida for examination and audit by COUNTY, all financial records,
supporting documents, statistical records, and any other documents pertinent to this
Agreement for at least six (6) years after expiration or termination of this Agreement or until
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resolution of any audit findings, whichever is longer. Any audits and inspections pursuant
to this Section may be performed by any COUNTY representative (including any outside
representative engaged by COUNTY). COUNTY reserves the right to conduct such audit
or review at CITY'S place of business, if deemed appropriate by COUNTY, with seventy-
two (72) hours advance notice.
Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for
COUNTY'S disallowance and recovery of any payment upon such entry. If an audit or
inspection in accordance with this Section discloses overpricing or overcharges to COUNTY
of any nature by CITY in excess of five percent (5%) of the total contract billings reviewed
by COUNTY, the reasonable actual cost of COUNTY's audit shall be reimbursed to
COUNTY by CITY in addition to making adjustments for the overcharges. Any adjustments
and/or payments due as a result of such audit or inspection shall be made within thirty (30)
days from presentation of COUNTY'S findings to CITY.
CITY shall ensure that the requirements of this section are included in all agreements with
its Subcontractor(s).
12.3. Single Annual Audit. CITY, as a subrecipient of State Financial Assistance must on
an annual basis, submit CITY's most recent annual financial reporting packages, reports,
or other information as required to be submitted in accordance with Section 215.97, Florida
Statutes. A copy of CITY's most recent single audit complies with this requirement.
12.4. Independent Contractor. CITY is an independent contractor of COUNTY, and
nothing in this Agreement shall constitute or create a partnership,joint venture, or any other
relationship between the Parties. In carrying out the Project, neither CITY nor its agents
shall act as officers, employees, or agents of COUNTY. CITY shall not have the right to
bind COUNTY to any obligation not expressly undertaken by COUNTY under this
Agreement.
12.5. Regulatory Capacity. Notwithstanding the fact that COUNTY is a political subdivision
with certain regulatory authority, COUNTY's performance under this Agreement is as a
Party to this Agreement and not in its regulatory capacity. If COUNTY exercises its
regulatory authority, the exercise of such authority and the enforcement of any rules,
regulation, laws, and ordinances shall have occurred pursuant to COUNTY's regulatory
authority as a governmental body separate and apart from this Agreement, and shall not be
attributable in any manner to COUNTY as a party to this Agreement.
12.6. Sovereign Immunity. Except to the extent sovereign immunity may be deemed to be
waived by entering into this Agreement, nothing herein is intended to serve as a waiver of
sovereign immunity by COUNTY nor shall anything included herein be construed as
consent by COUNTY to be sued by third parties in any matter arising out of this Agreement.
COUNTY is a political subdivision as defined in Section 768.28, Florida Statutes, and shall
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be responsible for the negligent or wrongful acts or omissions of its employees pursuant to
Section 768.28, Florida Statutes.
12.7. Third Party Beneficiaries. Neither CITY nor COUNTY intends to directly or
substantially benefit a third party by this Agreement. Therefore, the Parties acknowledge
that there are no third-party beneficiaries to this Agreement and that no third party shall be
entitled to assert a right or claim against either of them based upon this Agreement.
12.8. Notices. In order for a notice to a Party to be effective under this Agreement, notice
must be sent via U.S. first-class mail, hand delivery, or commercial overnight delivery, each
with a contemporaneous copy via email, to the addresses listed below and shall be effective
upon mailing or hand delivery (provided the contemporaneous email is also sent). The
addresses for notice shall remain as set forth in this section unless and until changed by
providing notice of such change in accordance with the provisions of this section.
FOR COUNTY: Office of Medical Examiner and Trauma Services
Manager, Trauma Management Agency
5301 SW 31st Avenue
Fort Lauderdale, FL 33312
FOR CITY: CITY of Tamarac Fire Rescue
Fire Chief
6000 Hiatus Road
Tamarac, FL 33321
12.9. Designated Representative. The Designated Representative for CITY responsible
for the administration of the Project under this Agreement, including submitting invoices to
COUNTY, is Jonathan Frasher.
12.10. Assignment. All Subcontractors must be expressly identified in this Agreement or
otherwise approved in advance and in writing by COUNTY'S Contract Administrator.
Except for subcontracting approved by COUNTY in advance, neither this Agreement nor
any right or interest in it may be assigned, transferred, subcontracted, or encumbered by
CITY without the prior written consent of COUNTY. Any assignment, transfer,
encumbrance, or subcontract in violation of this section shall be void and ineffective,
constitute a breach of this Agreement, and permit COUNTY to immediately terminate this
Agreement, in addition to any other remedies available to COUNTY at law or in equity.
12.11. Conflicts. Neither CITY nor its employees shall have or hold any continuing or
frequently recurring employment or contractual relationship that is substantially antagonistic
or incompatible with CITY'S loyal and conscientious exercise of judgment and care related
to its performance under this Agreement. During the term of this Agreement none of the
CITY'S officers or employees shall, during the term of this Agreement, serve as an expert
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witness against COUNTY in any legal or administrative proceeding in which he, she, or
CITY is not a party, unless compelled by court process. Further, such persons shall not
give sworn testimony or issue a report or writing, as an expression of his or her expert
opinion, which is adverse or prejudicial to the interests of COUNTY in connection with any
such pending or threatened legal or administrative proceeding unless compelled by court
process. The limitations of this section shall not preclude CITY or any persons in any way
from representing themselves, including giving expert testimony in support thereof, in any
action or in any administrative or legal proceeding. In the event CITY is permitted, pursuant
to this Agreement, to utilize Subcontractors to perform any services required by this
Agreement, CITY shall require such Subcontractors, by written contract, to comply with the
provisions of this section to the same extent as CITY.
12.12. Materiality and Waiver of Breach. Each requirement, duty, and obligation set forth
in this Agreement was bargained for at arm's-length and is agreed to by the Parties. Each
requirement, duty, and obligation set forth in this Agreement is substantial and important to
the formation of this Agreement, and each is, therefore, a material term of this Agreement.
COUNTY'S failure to enforce any provision of this Agreement shall not be deemed a waiver
of such provision or modification of this Agreement. A waiver of any breach of a provision
of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be
construed to be a modification of the terms of this Agreement. To be effective, any waiver
must be in writing and signed by an authorized signatory of the party granting the waiver.
12.13. Compliance with Laws. CITY and the Project must comply with all applicable federal,
state and local laws, codes, ordinances, rules, and regulations including, without limitation,
American with Disabilities Act, 42 U.S.C.§ 12101, Section 504 of the Rehabilitation Act of
1973, and any related federal, state, or local laws, rules, and regulations.
12.14. Severability. If any part of this Agreement is found to be unenforceable by any court
of competent jurisdiction, that part shall be deemed severed from this Agreement and the
balance of this Agreement shall remain in full force and effect.
12.15. Joint Preparation. This Agreement has been jointly prepared by the Parties and shall
not be construed more strictly against either party.
12.16. Interpretation. The titles and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this
Agreement. All personal pronouns used in this Agreement shall include the other gender,
and the singular shall include the plural, and vice versa, unless the context otherwise
requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter," refer to this
Agreement as a whole and not to any particular sentence, paragraph, or section where they
appear, unless the context otherwise requires. Whenever reference is made to a section
or article of this Agreement, such reference is to the section or article as a whole, including
all of the subsections of such section, unless the reference is made to a particular
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subsection or subparagraph of such section or article. Any reference to "days" means
calendar days, unless otherwise expressly stated.
12.17. Priority of Provisions. If there is a conflict or inconsistency between any term,
statement, requirement, or provision of any document or exhibit attached to, referenced by,
or incorporated in this Agreement and any provision of Articles 1 through 12 of this
Agreement, the provisions contained in Articles 1 through 12 shall prevail and be given
effect.
12.18. Law, Jurisdiction, Venue, Waiver of Jury Trial. This Agreement shall be interpreted
and construed in accordance with and governed by the laws of the State of Florida. The
exclusive venue for any lawsuit arising from, related to, or in connection with this Agreement
shall be in the state courts of the Seventeenth Judicial Circuit in and for Broward County,
Florida. If any claim arising from, related to, or in connection with this Agreement must be
litigated in federal court, the exclusive venue for any such lawsuit shall be in the United
States District Court or United States Bankruptcy Court for the Southern District of Florida.
BY ENTERING INTO THIS AGREEMENT, CITY AND COUNTY HEREBY EXPRESSLY
WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL
LITIGATION RELATED TO THIS AGREEMENT. IF A PARTY FAILS TO WITHDRAW A
REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS AGREEMENT
AFTER WRITTEN NOTICE BY THE OTHER PARTY OF VIOLATION OF THIS SECTION,
THE PARTY MAKING THE REQUEST FOR JURY TRIAL SHALL BE LIABLE FOR THE
REASONABLE ATTORNEYS' FEES AND COSTS OF THE OTHER PARTY IN
CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE
AWARDED BY THE COURT IN ADJUDICATING THE MOTION.
12.19.Amendments. No modification, amendment, or alteration in the terms or conditions
contained in this Agreement shall be effective unless contained in a written document
prepared with the same or similar formality as this Agreement and executed by the
COUNTY and CITY or others delegated authority to or otherwise authorized to execute
same on their behalf. The County Administrator may execute amendments to this
Agreement revising the Scope of Project set forth in Exhibit "A," extending the term of this
Agreement, and the Project Budget set forth in Exhibit "C," in order to ensure utilization of
EMS County Grant Funds that were underutilized in other EMS County Grant Program
projects.
12.20. Prior Agreements. This Agreement represents the final and complete understanding
of the Parties regarding the subject matter hereof and supersedes all prior and
contemporaneous negotiations and discussions regarding that subject matter. There is no
commitment, agreement, or understanding concerning the subject matter of this Agreement
that is not contained in this written document.
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12.21. Survival. COUNTY'S right to monitor, evaluate, enforce, audit, and review shall
survive the expiration or earlier termination of this Agreement.
12.22. Incorporation by Reference. Any and all Recital clauses stated above are true and
correct and are incorporated in this Agreement by reference. The attached Exhibits A-F are
incorporated into and made a part of this Agreement.
12.23. Counterparts and Multiple Originals. This Agreement may be executed in multiple
originals, and may be executed in counterparts, each of which shall be deemed to be an
original, but all of which, taken together, shall constitute one and the same Agreement.
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(This page intentionally left blank.)
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IN WITNESS WHEREOF, the Parties hereto have made and executed this
Agreement: BROWARD COUNTY, through its BOARD OF COUNTY
COMMISSIONERS, signing by and through its County Administrator, authorized to
execute same by Resolution #2020-688 on the 1st day December 2020, and CITY OF
TAMARAC signing by and through its Fire Chief, duly authorized to execute same.
COUNTY
WITNESSES: BROWARD COUNTY, through its
County Administrator
By
Signature Bertha Henry
Print Name day of 2021
Approved as to form by
Signature Andrew J. Meyers
Broward County Attorney
Governmental Center, Suite 423
Print Name 115 South Andrews Avenue
Fort Lauderdale, Florida 33301
Telephone: (954) 357-7600
Telecopier: (954) 357-7641
Insurance requirements By
Approved by Broward County Adam Katzman (Date)
Risk Management Division Senior Assistant County Attorney
By
Signature (Date)
Print Name and Title Above
Page 17 of 24
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CITY OF TAMARAC - 21-OMETS-03
AGREEMENT BETWEEN BROWARD COUNTY AND CITY OF TAMARAC FOR EMS
COUNTY GRANT FUNDING; AGREEMENT NUMBER 21-OMETS-03 (PROJECT:
PRE-HOSPITAL VENTILATOR— IMPROVING SURVIVABILITY TAMARAC)
CITY
WITNESSES: CIT F TAMARA
}1""
Si a ure ;1 Signature
CA'it A-747," (Jo A 4.4
h'eA. Git.z. ',—
Print Nam 1 Print Name and Title
rkr{c t'I „717 day of u°�, 2021
Signatur
Kiribe ( i\ Uvn
Print Nam
AP*:aN LEGAL FORM 4
AIglillbV
OFFIC: 0 ITY % Ee
DATED _ r►
Page 18 of 24
FY2021 - OMETS COUNTY GRANT
CITY OF TAMARAC - 21-OMETS-03
EXHIBIT "A"
SCOPE OF PROJECT
Name: CITY OF TAMARAC
Project Name: Pre-Hospital Ventilator— Improving Survivability Tamarac
Agreement: 21-OMETS-03
Scope of Project:
Tamarac's population continues to grow at a rate of 1% per year over the past 10 years (US
Census Bureau). With significant population increase, cardiac arrest calls are also
increasing. For 2020, Tamarac Fire Rescue (TFR) is up to 136 calls through August and
annual snowbirds have not yet arrived (TFR In-house records).
The calls are followed by transport to a hospital or resuscitation center. During this critical
time, a patient's oxygen levels must be maintained for optimum survivability. TFR requires
pre-hospital ventilators to improve its pre-hospital emergency medical response to meet the
expanding number of transports while minimizing first responder fatigue.
Research shows for optimal outcomes, immediate chest compressions and if appropriate,
defibrillation to restart the heart, are essential in the chain of survivability. This proposed
device is an 0-TWO Care vent. It would give TFR the ability to properly auto-ventilate the
increasing number of patients requiring a pre-measured amount of tidal volume for tissue
perfusion without increasing intrathoracic pressure.
This purchase provides for one pre-hospital ventilator for every front-line Advanced Life
Support(ALS) apparatus plus one pre-hospital ventilation to be put in service for emergency
activations. Broward Health, Florida Medical, and University Hospital & Medical Center
strongly support the equipment as critical for Tamarac's first responders.
Page 19 of 24
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EXHIBIT "B"
PROJECT SCHEDULE
Name: CITY OF TAMARAC
Project Name: Pre-Hospital Ventilator-Improving Survivability Tamarac
Agreement: 21-OMETS-03
PERIOD ACTIVITY
1 Training site for operation and capabilities
2 Deployment of pre-hospital ventilators on apparatus
3 Monitor training for one hundred percent compliance
4 Evaluate patient outcomes
12 Close out grant
The Project Schedule above is in addition to the required reports set forth in Exhibit "F."
P9 4
Page 20 of2
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EXHIBIT "C"
PROJECT BUDGET
Agreement: 21-OMETS-03
Project: Pre-Hospital Ventilator-Improving Survivability Tamarac
A. Salaries and Benefits:
For each position title, provide the amount of salary per
hour, FICA per hour, other fringe benefits, and the total Amount
number of hours.
TOTAL Salaries N/A
TOTAL FICA
Grand total Salaries and FICA N/A
B. Expenses: These are travel costs and the usual, ordinary, and incidental
expenditures by an agency, such as, commodities and supplies of a consumable nature,
excluding expenditures classified as operating capital outlay (see nextcategory).
List the item and, if applicable, the quantity Amount
Future Expenses: Training hours (two hours per paramedic, $9,040.00
x113=226 training hours) @ $40.00
TOTAL $9,040.00
C. Vehicles, Equipment,and other operating capital outlay means equipment,fixtures,
and other tangible personal property of a non-consumable and non-expendable nature
with a normal expected life of one (1) year or more.
List the item and, if applicable, the quantity Amount
o-Two CAREvent ALS $1 ,995.95 x 9 $17,963.55
TOTAL $17,963.55
Page 21 of 24
FY2021 - OMETS COUNTY GRANT
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EXHIBIT "F"
REQUIRED REPORTS AND SUBMISSION TIMELINE
Description of Report(s) Required Submission Timeline
1. Current Certificate of Insurance One (1) copy due with signed Agreement.
2. Copy of Purchase Order Submit to Contract Administrator with Cost
Reimbursement Invoice (Exhibit "E").
3. Cost Reimbursement Invoice Submit two (2) copies to the Contract
(Exhibit"E") Administrator as the Project, or a portion of
the Project is completed.
4. EMS Property Receipt Submit to Contract Administrator with
(Exhibit "E,"Attachment 1) Cost Reimbursement Invoice (Exhibit"E"),
if there are any Participating Agency(ies).
5. Outcomes/Indicators Report Submit to Contract Administrator within
(Exhibit"D") one (1) year of Project completion.
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