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, EMERGENCY SERVICES AGREEMENT FOR MUTUAL ASSISTANCE, _, �'�
� AUTOMATIC AID, DISPATCFI AND FIRE VEHICLE MAINTENANCE AND `�F,o� �
REPAIIt SERVICES BETWEEN PALM BEACH COUNTY AND THE ,� ��O ,
VII..LAGE OF TEQUESTA �'��5�, ��
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THIS AGREEMENT is made and entered into this day ofSEP 1 1 2012 , 2012,
by and between PALM BEACH COUNTY, FLORIDA, a political subdivision of the State of
Florida (hereinafter the "County"), by and through its Boazd of County Commissioners and the
VILLAGE OF TEQUESTA, a Florida municipal corporation located in Palm Beach County,
Florida.(hereinafter the"Village").
WHEREAS, Section 163.01, Florida Statutes, known as the "Florida. Interlocal
Cooperation Act of 1969," authorizes local goveraments to make the most efficient use of their
power by enabling them to cooperate with other localities on a basis of mutual advantage and
thereby to provide services and facilities that will harmonize geographic, economic, population
and other factors influencing the needs and development of local communities; and
WHEREAS, the Village and County each presently maintaiu a fire rescue department
with fire rescue equipment, apparatus, firefighting personnel, emergency medical equipment,
emergency medical personnel,and other emergency capabilities; and
WHEREAS, it is deemed mutually advantageous to enter into this Agreement providing
for mutual assistance/automatic aid in times of emergency where the need created may be too
great for either party to deal with unassisted or where a closest unit response is agreeable and in
the public interest; and
WHEREAS, the Village and County also mutually desire that the Village provide to the
County primary fire-rescue response to certain geographical azeas, and that the County provide
to the Village certain maintenance and emergency repa.ir services for the Village's fire-rescue
emergency response appazatus; and
NOW, THEREFORE, in consideration of the terms and conditions set forth herein and
the benefits following from each to the other, the County and the Village do hereby agree as
follows:
ARTICLE L• MUTUAL ASSISTANCE AND AUTOMATIC AID
Section 1. Request for Aid/Assistance: The CounTy and the Village agree to
provide assistance to each other for Fire Suppression, Emergency Medical Services, and
Technical Rescue, within the terms and conditions set forth by this Agreement, and to formulate
automatic aid plans and procedures under Section 2 of this Article. The assistance/automatic aid
provided for by this Agreement shall extend to areas served by the parties through service
agreements. Emergency mutual assistance /automatic aid will be given when properly requested
unless the party from whom assistance is requested determines in accordance with Section 4 of
this Article that it is unable to respond. The party requesting aid and/or assistance shall provide
the following information at the time the request is made:
a. The type and quantity of equipment and/or personnel need; and
b. The name and rank of the person making the request.
All requests shall be directed through the county's emergency communications center.
The following officials of the participating parties are authorized to request aid and assistance
under this Agreement: the respective Fire Chiefs, Assistant or Deputy Chiefs, or Incident
Commanders.
Section 2. Command Authority: In the event of an emergency which requires
additional assistance, the Fire Chief of the jurisdiction in which the incident is located, or in his
absence, the Assistant or Deputy Fire Chief or the Incident Commander, will direct the activities
at the scene where the emergency exists, but personnel responding to the call will remain under
the command of their own officers at all times. Each party shall retain control over its personnel
and the rendition of services, standards of performance, discipline of officers and employees, and
other matters incidental to the performance of services. Each party authorizes its Fire Chief or
his designee to meet with the other party's Fire Chief or his designee and develop automatic aid
plans and procedures, including but not limited to details regarding areas to be serviced and type
and/or level of response, when the Fire Chiefs have determined that improved response times or
other forms of efficiency within their respective jurisdictions and/or service areas may be
achieved. Such automatic aid/closest unit response plans and procedures shall be sort forth in a
Letter(s) of Understanding between the Fire Chiefs, and the Fire Chiefs are hereby authorized to
enter into and amend said Letter(s) of Understanding on behalf of their respective parties. The
Fire Chiefs are also authorized to promulgate necessary administrative regulations and order to
implement and administer these plans and procedures.
Section 3. Remuneration: All costs associated with providing mutual assistance and
automatic aid services under this Agreement shall be the responsibility of the agency rendering
aid/assistance.
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The parties further agree that the agency rendering aid/assistance may request
reimbursement for any expenditure of goods or services directly from the persons, parties, or
company involved in, causing, or responsible for, the incident at the sole discretion of the agency 4
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rendering aid or assistance. The agency rendering aid/assistance for emergency medical
services that requires transport service may request reimbursement for the transport service from
the patient. The agency rendering service will handle insurance claims and collection in
accordance with their policies and procedures and shall be in accordance with the latest Federal
Medicare guidelines, if applicable. r
If the rendering agency invoices the responsible party for the incident for reimbursement
of the goods and services provided, a copy of such invoice shall be forwarded to the requesting
agency as a matter of courtesy, provided however that the parties will not be required to provide
copies of transport fee invoices to the other party and shall not otherwise use or disclose
Protected Health Information ("PHI") or Electronic Protected Health Information ( "e -PHI ")
except as permitted by the Health Insurance Portability and Accountability Act ( "HIPAA" ), the
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regulations promulgated thereunder, and any other applicable laws and regulations, all as may be
amended from time to time.
Section 4. Ability to Respond: Each party may refuse to respond to a request for
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aid/assistance in the event it does not have the required equipment or manpower available or it
in its sole judgment, compliance with the request would jeopardize the protection of its own
jurisdiction or personnel. Notwithstanding anything herein that may be construed to the
contrary, the parties understand and agree that it is not the intention of the parties to subsidize the
normal day -to -day operations or shortages in staffing or equipment of the other party and that the
mutual assistance /automatic aid provided herein is intended to be mutual in nature.
Section 5. Primary Fire Rescue Response: The Village shall respond as the primary
fire rescue and emergency medical services/transport provider within the four geographical areas
outlined in blue on the map attached hereto as Exhibit 1 and incorporated herein. The Village
shall provide within said areas primary fire- rescue response including, but not limited to, fire
suppression, rescue, and emergency medical services/transport. The Village shall maintain
sufficient personnel and equipment to provide in said areas the same or equivalent types and
levels of fire rescue services as was provided by the County's Station 11 prior to the
commencement of the Village's primary fire -rescue services to these areas, which services
commenced on October 1, 2009 pursuant to the First Amendment to the Emergency Services
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Agreement for Mutual Assistance, Automatic Aid, and Dispatch Services between the parties
dated September 22, 2009. Notwithstanding anything to the contrary, the provisions of Section 4
of Article I of this Agreement shall not be applicable to the services provided by the Village
under this Section 5. The Village's obligations hereunder to provide primary fire- rescue
response as set forth in this Section 5 are in addition to the Village's obligations to provide
mutual assistance and automatic aid to the County as provided for in this Agreement.
Emergency medical services/transport provided by the Village shall be governed by
Chapter 13, Article II, Division I, of the Palm Beach County Code, and the rules and regulations
promulgated thereunder, all as may be amended from time to time. Notwithstanding anything
herein to the contrary, should the Village services contemplated by this Section 5 require a
COPCN, then this Section 5 shall be contingent upon the Village obtaining and maintaining any
and all such required COPCNs, and the Village agrees to take all necessary actions to obtain and
maintain such.
ARTICLE II: COMMON DISPATCH
Section 1. Common Dispatch: The Village shall continue to be included within the
Countywide Common Fire/Rescue Dispatch program. The County (through its Fire Rescue
Department) will provide the necessary equipment and services to provide Common Dispatch
and related communication services for the Village as detailed herein. Each party hereby
authorizes its Fire Chief or his designee to meet with the other party's Fire Chief or his designee
to develop Common Dispatch plans and procedures, including but not limited to a list of
necessary equipment and other operational details. These plans and procedures shall be set forth
in a Letter(s) of Understanding between the Fire Chiefs, and the Fire Chiefs are hereby
authorized to enter into and amend such Letter(s) of Understanding on behalf of their respective
parties. The Fire Chiefs are also authorized to promulgate necessary administrative regulations
and orders to implement and administer these plans and procedures. The Letter(s) of
Understandings shall specifically identify the Village's level of participation in the Countywide
Common Dispatch program and the equipment that will be provided by the County to the Village
for its use in implementing the dispatch services provided by County hereunder (hereinafter, the
"Equipment "). The county shall maintain ownership of all said Equipment.
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Section 2. Village Responsibilities:
The Village agrees:
A. To maintain a Common Dispatch letter of Understanding between the parties' Fire
Chiefs as discussed above.
B. To adopt Palm Beach County's Fire Rescue dispatch protocols.
C. To review response protocols every twelve (12) months.
D. To transfer to County all 911 calls received by the Village's PSAP as soon as the
need for fire rescue services is identified.
E. To use the Equipment provided by the County to implement the dispatch services
provided by the County hereunder.
F. To promptly notify the county if any Equipment is lost, stolen or destroyed beyond
repair.
G. To promptly reimburse the County for any Equipment that is lost, stolen or destroyed
beyond repair.
H. To promptly notify the county and provide the County access to all Equipment
requiring maintenance or repair.
I. To promptly return all Equipment provided by County upon expiration or earlier
termination of this Agreement.
Section 3. County Responsibilities:
The County agrees:
A. To receive and dispatch in a timely manner all emergency calls for fire rescue
services received from the Village's PSAP.
B. To document unit times (e.g. response time, arrival at scene) in accordance with the
standards adopted by Palm Beach County Fire Rescue.
C. To provide communication support for all emergency fire rescue incidents.
D. To provide for Village's use the Equipment necessary to implement Common
Dispatch services to the Village.
E. To provide maintenance and repair to dispatch related equipment provided to the
Village by the County.
F. To replace any Equipment that is lost, stolen or destroyed beyond repair.
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ARTICLE III: APPARATUS REPAIR AND MAINTENANCE:
Section 1. Maintenance and Repairs. The intent of this Article III to the
Agreement is for County to extend to the Village the same usual and customary maintenance and
repair services that the County provides for its own fire - rescue emergency response apparatus
fleet through the County Fire - Rescue Department's vehicle maintenance and repair shop
(hereinafter referred to as the "Shop"). The County shall be the exclusive provider for all such
preventative maintenance, scheduled repairs and emergency repairs for the Village's principal
fire/rescue emergency response apparatus, including Engines, Ladders, Rescues, Haz -Mat,
USAR and other related apparatus, including, but not limited to the following service:
-Body Damage Repair — Roll-up Doors, Cabinetry, Compartments, Body Panels,
Fenders, etc.
-Body Damage Repair — including vehicle painting or graphics to complete repair
- Windshields/Door glass replacement when broken or cracked
-Fire Pumps, Tanks and Plumbing, apparatus- mounted and portable
- Foam/Chemical agent eduction and proportioning systems
-Light bulbs and fixtures replacement, including emergency warning devices
- Audible emergency warning devices
- Upholstery and interior furni of vehicles and apparatus
-Towing of disabled vehicles and apparatus
- Emergency Tire Repair and Replacement, including Road Service
-Tire Replacement, per manufacturer /standard schedule
-Head Set communication systems, servicing and repair
- Mobile Data Terminal, installation of hardware and wiring
- Recharge units/wiring, installation of hardware and wiring for re- chargable equipment
- Manufacturer Factory Recalls — coordination of all work
- Emergency /Unscheduled maintenance related to NFPA and/or NEVT Standards
- Preventive maintenance in accordance with NFPA and/or NEVT Standards
Computer -based Vehicle Maintenance Reporting System will be provided to Village Fire/Rescue
facilities personnel for reporting vehicle maintenance and repair issues, as needed and requested
by Village.
County will manage the maintenance program for Village's principal fire/rescue
emergency response apparatus, and will coordinate the scheduling of preventative maintenance
with the Village Fire Chief or designee. Village agrees to abide by County's daily inspection
program and submit any findings of deficits immediately through the IBEM system.
Additionally, those reports shall be submitted to the County on a monthly basis. Should the
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Village decline to proceed with any apparatus repair identified by the County, then,
notwithstanding anything in this Agreement to the contrary, the Village shall be fully and solely
responsible for any liability or claims, including any third party claims and County's cost of
defense, arising from the use or operation of said apparatus, subject however, to the limitations
set forth in Florida Statute 768.28. Should the Village disagree with the extent or cost of a repair
directly relating to the safe operation of said vehicle, Village agrees to notify the County of such
disagreement prior to the repair being made. Village shall take the affected unit out of service
until such time as funds become available or the unit is permanently replaced. Any disagreement
regarding the extent or cost of a repair arising under this provision shall be addressed in
accordance with the conflict resolution provisions in Article V, Section 25, of this Agreement.
Section 2. Standards. All inspections and maintenance shall be in accordance with
the following standards and specifications, as they may be amended:
NFPA 1071— Standard on Emergency Vehicle Technician (EVT)
NFPA 1911 - Standard on Fire Apparatus Maintenance
NFPA 1915 Fire Apparatus Preventative Maintenance Program
Manufacturers' Specifications
Good principals and industry practices
Section 3. Repairs. When emergency repairs are required, Village shall
immediately advise County and arrange for repair. County agrees to give priority to Village
emergency repairs over preventive maintenance for County and Village vehicles. Village shall
contact County in advance to schedule any non - emergency repairs.
Section 4. Preventative Maintenance. Village agrees to contact County in advance
to schedule preventive maintenance of its fire- rescue apparatus in accordance with any
preventive maintenance schedules identified by the County, or otherwise in accordance with any
applicable maintenance schedules recommended by manufacturer specifications and NFPA
standards, if any.
Section 5. Turn Around Time. County will make every reasonable effort to
complete repairs and maintenance of vehicles within a reasonable period of time from delivery of
vehicle to County, dependent upon availability of parts and the extent of repairs necessary.
Section 6. Warranty of Workmanship. County agrees to warranty its workmanship
on services and repairs for a period of forty -five (45) days from completion of work, provided
however, that the sole remedy for a defect in County's workmanship on services and repairs shall
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be limited, at the County's option, to either the County correcting the faulty service or repair to
the extent necessary and reasonably practical, or the County reimbursing Village for the amount
paid by Village to County for the faulty service or repair.
The County will process claims for manufacturers' parts warranties on parts it installs on
Village vehicles, provided that the Village has taken all necessary action to register such
warranties with the applicable manufacturers. Should such a claim be denied, for any reason or
no reason, the County's sole obligation shall be limited to providing the Village with the
appropriate claim and denial information. The Village shall be solely responsible for pursuing
any fiuther manufacturer warranty action it deems appropriate.
The Village shall inform County in writing of the details of any warranty claim for
workmanship or parts. In addition, as manager of the Village's maintenance program, County
will also monitor repair requests and advise the Village if such repairs or parts may be covered
under warranty, provided that the Village bas taken all necessary action to register such
warranties with the applicable manufacturers.
Section 7. Reporting. On a monthly basis, County shall provide to Village's Fire
Chief, or designee, a report identifying each vehicle on which maintenance or repair service was
performed during the course of the prior month, and containing a detailed listing of all parts
installed, all services rendered, all labor hours and noting any technician observations and
recommendations or warranty matters. This report is in addition to information provided on any
invoice.
ARTICLE IV: FUNDING:
Section 1. Annual Payments for Primary Fire Rescue Response by the Village: For
primary fire rescue response services provided by the Village under Article I, Section 5 of this
Agreement, for the first year of this Agreement the County shall pay to the Village One Hundred.
Eighty Four Thousand Dollars ($184,000). Annual funding for each subsequent fiscal year will
be increased by three- percent (3 %) over the previous year's funding. Annual payments shall be
payable in four installments on October 1, January 1, April 1 and July 1 of each year. The
Village shall invoice the County 30 days prior to each installment due date.
Section 2. Apparatus Maintenance and Repair: For the apparatus maintenance
and repair services provided by the County under Article III of this Agreement, the charges due
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and payable from the Village to the County shall be calculated as follows:
A. Labor Rates. Vehicle maintenance and repair labor, inclusive of all
administrative and overhead costs with no additional charge for overhead or labor (except
as provided in Section 2), shall be calculated based on the hourly labor rate listed as the
Warranty Rate on the County's Rate Schedule for Warranty, Vehicle and Staff Charges in
effect at the time of service. No other billing rates included on the County's Rate
Schedule for Warranty Vehicle and Staff Charges shall apply. The Rate Schedule and
Warranty Rate may be annually updated and amended by the County in its sole discretion
(as referenced in Palm Beach County Fire Rescue Operational Procedure #VIII -1).
B. After Hours Call -Out Emergency Repairs. A three -hour minimum labor charge,
at applicable Labor Rates established in Section 2.A. above, will apply to all emergency
after hours call-out repairs. "After hours" shall mean any time before or after the usual
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and customary business hours and days of the Shop, and shall include, but not be limited
to, Saturdays, Sundays, and County holidays. Upon request, the County will provide the
Village with the Shop's current business hours and days, which may be revised by the
County from time to time.
C. Parts and supplies. The Village will be charged the County's actual cost for all
parts and supplies plus 5 %.
D. Insurance Premium. Each month the Village shall pay to the County a
proportionate share of the County's annual premiums for garage- keepers insuran and
garage liability insuran relating to fire-rescue vehicle maintenance and repair services.
The monthly amount due from the Village shall be equal to the County's annual
premiums divided by the number of contracted entities receiving fire rescue vehicle
maintenance and repair services from the County, which may change from time to time,
divided by twelve (12). This amount shall be adjusted by the County from time to time
to reflect any change in the number of contracted entities receiving such services from the
County and to reflect any actual increase or decrease in the County's premiums. Any
and all decisions regarding such insurance policies shall remain within the sole discretion
of the County.
E. Invoices. As part of the consideration for the contract price established under
Section 1 of this Article, the first $70,000 of vehicle maintenance and repair services
provided by the County to the Village for each year of this Agreement shall be at no cost
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to the Village. Thereafter, the County shall invoice the Village on a monthly basis for all
service(s) provided in excess of $70;000 per year. Each invoice shall identify the vehicle
serviced, the labor hours spent, the labor rate, charges for parts and supplies, and the
monthly charge for insuran premier. Payment by the Village shall be due forty -five
(45) days after the Village's receipt of a proper invoice from the County. County shall
direct invoices to the Village's Accounts Payable Division at:
Village of Tequesta
Accounts Payable
357 Tequesta Drive
Tequesta, FL 33469
ARTICLE V: GENERAL CONTRACT TERMS
Section 1. Preambles: The facts set forth in the preambles to this Agreement are
true and correct and are hereby reaffirmed by the parties.
Section 2. Representative and Contract Monitor: The County representative
and contract monitor during the performance of this Agreement shall be the Fire Rescue
Administrator, whose telephone number is (561) 616 -7000. The Village representative and
contract monitor during the performance of this Agreement shall be the Fire Chief, whose
telephone number is (561) 768 -0550.
Section 3. Employee Functions: No employee of either party to this Agreement
shall perform any function, or service which is not within the employee's scope of duties as
defined or determined by the employee's employer.
Section 4. Employee Claims, Benefits, etc.: No employee, officer, or agent of
either party shall, in connection with this Agreement or the performance of services and
fimctions hereunder, have a right to or claim any pension, workers' compensation,
unemployment compensation, civil service, or other employee rights, privileges, or benefits
granted by operation of law or otherwise except through and against the entity by whom they are
employed. No employee of either party shall be deemed the employee of the other, for any
purpose, during the performance of services hereunder.
Section 5. No Assumption of Liability: Neither party to this Agreement nor their
respective officers or employees shall be deemed to have assumed any liability for the negligent
or wrongful acts or omissions of the other. Further, nothing herein shall be construed as a waiver
of sovereign immunity.
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Section 6. Insurance: Without waiving the right to sovereign immunity as
provided by Section 768.28 Florida Statutes, the Village acknowledges to be self - insured for
General Liability with coverage limits of $200,000 per person and $300,000 per occurrence and
Automobile Liability coverage limits of $100,000 per person and $200,000 per occurrence under
Florida sovereign immunity statutes; or such monetary waiver limits that may change and be set
forth by the legislature.
In the event the Village maintains third -party Commercial General Liability and Business
Auto Liability in lieu of exclusive reliance of self - insurance under Section 768.28 Florida
Statutes, the Village shall agree to maintain said insurance policies at limits not less than
$500,000 combined single limit for bodily injury or property damage.
The Village agrees to maintain or to be self- insured for Worker's Compensation &
Employer's Liability insurance in accordance with Chapter 440, Florida Statutes.
For the duration of this Agreement, the Village agrees to maintain automobile physical
damage insurance covering those vehicles to be serviced by the County under this Agreement.
The Village's coverage shall be primary for any damage that occurs to the Village's vehicles,
including any damage while in the possession or custody of the County.
The Village hereby waives any and all rights of Subrogation against the County, its
officers, employees and agents for each required policy, except in the event the County, its
officers, employees or agents are negligent, in which case subrogation against the County shall
apply. When required by the insurer, or should a policy condition not permit the Village to enter
into a pre -loss agreement to waive subrogation without an endorsement, then the Village agrees
to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of
Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not
apply to any policy which a condition to the policy specifically prohibits such an endorsement, or
voids coverage should the Village enter into such an agreement on a pre -loss basis.
When requested, the Village shall agree to provide an affidavit or Certificate of Insurance
evidencing inmiran self - insuran and/or sovereign immunity status, which County agrees to
recognize as acceptable for the above mentioned coverages.
Compliance with the foregoing requirements shall not relieve the Village of its liability
and obligations under this Agreement.
Section 7. Effective Date and Term: This Agreement shall become effective
October 1, 2012 and continue for a term of ten (10) years, unless sooner terminated as provided
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herein.
Section 8. Notice of Termination: This Agreement may be terminated by either
party, with or without cause, upon ninety (90) days written notice to the other party.
Section 9. Assignment of Rights: Neither party shall assign, transfer or convey, in
whole or in part, its rights, duties, or obligations without the prior written consent of the other.
Section 10. Modification and Amendment: No modification, amendment, or
alteration in the terms or conditions of this Agreement shall be effective unless contained in a
written document executed with the same formality and equality of dignity herewith.
Section 11. Equal Opportunity: The County and Village each warrants and
represents that all of its employees are treated equally during employment without regard to race,
color, religion, disability, sex, age, national origin, ancestry, marital status, familial status, sexual
orientation, or gender identity or expression; and that no person shall, based on any of said
grounds, be excluded from the benefits of, or be subject to any form of disc under, any
activity carried out in the performance of this Agreement.
Section 12. Annual Appropriations: Each party's performance and obligations
under this Agreement are contingent upon an annual budgetary appropriation by its respective
governing body for the purposes hereunder for each fiscal year.
Section 13. Records:
a. Both parties shall maintain all records relating to the services performed
under this Agreement in accordance with Florida's public records law and until at least three
year after the expiration or termination of this Agreement. The records to be maintained under
this Agreement shall include, but not be limited to, all financial and technical records and reports
relating to the services provided hereunder. All records maintained under this Agreement shall
be made available to the other party upon request and within a reasonable period of time.
b. Notwithstanding anything herein to the contrary and to extent permitted by
law, upon the expiration or termination of this Agreement, the County shall turn over to the
Village all the County's technical records directly relating to the County's maintenance and
repair of the Village vehicles. The Village shall become the official custodian of these records.
As custodian of these records, the Village shall maintain the records in accordance with Florida's
public records law and until at least three years after expiration or termination of this Agreement
or three years after the life of the vehicle, whichever is later. The County shall be entitled to
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keep a copy of all such records.
For each Village fire -rescue vehicle serviced under this Agreement, the Village
shall maintain all its records relating to the operation, maintenance and repair of said vehicle in
accordance with Florida's public records laws and until at least three years after expiration or
termination of this Agreement or three years after the life of the vehicle, whichever is later.
C. Notwithstanding anything herein to the contrary, records meeting the legal
requirements for destruction and the records retention requirements set forth in this Agreement
may be destroyed by the custodian party provided that said party (i) gives the other party 30 days
written notice identifying all records to be destroyed, and (ii) makes copies of said records
available upon request of the other party, which request must be received at least 15 days prior to
the scheduled destruction date.
d. In the event that the parties become involved in a legal dispute ari sing
from performance under this Agreement, the parties shall extend the period of maintenance for
all records relating to the Agreement until the final disposition of the legal dispute, and all such
records shall be made readily available to the parties.
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Section 14. Right to Audit. Each party, at its own expense, shall have the right to
examine the other party's books, data, records and invoices directly or indirectly related to this
Agreement upon reasonable notice, time and place, for the duration of this Agreement and a
period of three years following its expiration or termination or, if applicable, for the life of a
subject vehicle or equipment, whichever period of time is longer. Any disagreement between the
parties arising under this provision shall be addressed in accordance with the conflict resolution
provisions in Section 25 of this Article.
Section 15. Joint Preparation: The preparation of this Agreement has been a joint
effort of the parties, and the resulting document shall not, solely or as a matter of judicial
constraint, be construed more severely against one of the parties than the other.
Section 16. Remedies: This Agreement shall be construed by and governed by the
laws of the State of Florida. Any and all legal action necessary to enforce the Agreement shall
be held in Palm Beach County. TO ENCOURAGE PROMPT AND EQUITABLE RESOLUTION OF ANY
LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION
RELATED TO THIS AGREEMENT. No remedy herein conferred upon any party is intended to be
exclusive of any other remedy and each and every remedy shall be cumulative and shall be in
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addition to every other remedy given hereunder or now or hereafter existing at law or in equity
or by statute or otherwise. No single or partial exercise by any party of -any right, power, or
remedy hereunder shall preclude any other or further exercise thereof.
Section 17. Notice of Snits: Each party agrees to notify the other of any claim, or
the initiation of any legal proceeding against it, which relates in any manner to the services
provided under this Agreement, including servicing of Village vehicles or otherwise to the
operation, maintenance and repair of said vehicles. Each party will cooperate with the other in
the defense of any suit or action arising out of, or related to, the services rendered under this
Agreement.
Section 18. Notices: All written notices required under this Agreement shall be
sent by certified mail, return receipt requested, and if sent to the County shall be mailed to:
Palm Beach County Fire Rescue
Fire Rescue Administrator
405 Pike Road
West Palm Beach, FL 33411
and if sent to the Village shall be mailed to:
Village of Tequesta Department of Fire Rescue Services
Fire Chief
357 Tequesta Drive
Tequesta, FL 33469
Each party may change its address upon notice to the other.
Section 19. Captions: The captions and section designations herein set forth are for
convenience only and shall have no substantive meaning.
Section 20. Filing: A copy of this Agreement shall be filed with the Clerk of the
Circuit Court in and for Palm Beach County.
Section 21. Enforcement Costs: Any costs or expenses (including reasonable
attorney's fees) associated with the enforcement of the terms and conditions of this Agreement
shall be borne by the respective parties; provided, however, that this clause pertains only to the
parties to this Agreement.
Section 22. Delegation of Duty: Nothing contained herein shall be deemed to
authorize the delegation of the constitutional or statutory duties of state, county, or Village
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officers.
Section 23. Severability: In the event that any section, paragraph, sentence, clause,
or provision hereof is held invalid by a court of competent jurisdiction, such holding shall not
affect the remaining portions of this Agreement and the same shall remain in full force and
effect.
Section 24. Survivability: Any provision of this Agreement that is of a continuing
nature, or which by its language or nature imposes an obligation or right that extends beyond the
term of this Agreement, shall survive the expiration or earlier termination of this Agreement.
Section 25. Conflict Resolution: Any dispute or conflict between the parties that
arises from the provision of services under this Agreement shall be presented in writing to the
respective Fire Chiefs or their designees. The Fire Chiefs, or designees, shall then meet to
discuss the disputed issues and attempt in good faith to resolve the dispute or conflict prior to
either party initiating the intergovernmental conflict resolution process provided for by Chapter
164, Florida Statutes.
Section 26. No Third Party Beneficiaries: None of the provisions of this Agreement
shall be construed to create any third party beneficiary or to otherwise give any enforceable
rights or benefits to anyone other than the parties to this Agreement.
Section 27. Time of the Essence: The parties agree that time is of the essence in the
performance of each and every obligation under this Agreement.
Section 28. Force Majeure: County shall not be deemed in default or breach of this
Agreement to the extent it is unable to perform the vehicle services provided for by this
Agreement, or to timely perform such, due to an event of Force Majeure. For the purpose of this
Agreement, Force Majeure shall mean and include any act of God, including severe weather
conditions or impending severe weather conditions, accident, fire, lockout, strike or other labor
dispute, riot or civil commotion, act of a public enemy, failure of transportation facilities,
enactment, rule order or act of government or governmental instrumentality (whether domestic
or international and whether federal, state or local, or the international equivalent thereof), failure
of technical facilities, or any other cause of any nature whatsoever beyond the control of the
County which was not avoidable in the exercise of reasonable care and foresight. Further, the
Village specifically acknowledges that the County shall have no liability whatsoever for any
damages or injuries due to a Force Majeure.
Section 29. Failure(s) to insist on strict performance of any covenant, condition, or
15
provision of this Agreement by a party, its successors and assigns, shall not be deemed a waiver
of any of its rights or remedies, nor shall it relieve the other party from performing any
subsequent obligations strictly in accordance with the terms of this Agreement. No waiver shall
be effective unless in writing and signed by the party against whom enforcement is sought. Such
waiver shall be limited to provisions of this Agreement specifically referred to therein and shall
not be deemed a waiver of any other provision. No waiver shall constitute a continuing waiver
unless the writing states otherwise.
Section 30. Entirety of Agreement: This Agreement represents the entire
understanding of the parties and supersedes all other negotiations, representations, or
agreements, either written or oral, relating to this Agreement.
Section 31. Office of the Inspector General: Palm Beach County has established the
Office of the Inspector General in Palm Beach County Code, Section 2-421 — 2-440, as may be
amended. The Inspector General's authority includes but is not limited to the power to review
past, present and proposed County contracts, transactions, accounts and records, to require the
production of records, and to audit, investigate, monitor, and inspect the activities of the Village,
its officers, agents, employees, and lobbyists in order to ensure compliance with contrast
requirements and detect corruption and fraud.
Failure to cooperate with the Inspector General or interfering with or impeding any
investigation shall be in violation of Palm Beach County Code, Section 2-421 — 2-440, and
punished pursuant to Section 125.69, Florida Statutes, in the same manner as a second degree
misdemeanor.
Section 32. Effective with the commencement of this Agreement on October 1, 2012,
the prior Emergency Services Agreement for Mutual Assistance, Automatic Aid, and Dispatch
Services between the parties (dated April 5, 2005), as amended by the First Amendment thereto
dated September 22, 2009, is hereby terminated effective October 1, 2012.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
16
, .
, IN WITNESS WHEREOF,the undersigned parties have caused these presents
to be signed by their duly authorized officers on the day and year first written above.
R � � � �, A �� �� SEP112012
ATTEST: PALM BEACH COUNTY,FLORIDA BY ITS
SHARON R BOCK, BOARD OF COUNTY CONIlVIISSIONERS
Clerk & Comptroller ,„�,������������„ �
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By' � ��� By:
Deputy Cl �1,��; �[o���p, helley Vana, Ch '
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APPROVED AS TO FORIVY"�"� APPROVED AS TO TERMS AND
LEGAL SUFFICIENCY � CONDITIONS
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B�7. 6 lWV �l�""'V�'�V� BV. �F
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County Attomey e-Rescue
ATTEST: VII.LAGE OF TEQUESTA
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Village Clerk Mayor
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APPRO D S TO AND
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