OPEN SESSION
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. \ - ' MANATEE COUNTY EMERGENCY MEDICAL SERVICES AUXILIARY AGREEMENT WHEREAS, on February 23, 1982, the Manatee County Commission (hereinafter "County") authorized providing uniforms to help support a new volunteer organization, which is now known as the Manatee County Emergency Medical Services Auxiliary, Inc. (hereinafter "Auxiliary"); and WHEREAS, the Auxiliary is an independent Florida non-profit corporation, incorporated under the laws of Florida and governed by a private board of directors; and WHEREAS, on July 7, 1992, the County and the Auxiliary entered into an agreement which set forth how the EMS Division and the Auxiliary would interact, and provided added support to be provided by the County; and WHEREAS, on January 9, 1996 and again on May 6, 2003, the County and the Auxiliary revised this agreement, renewing and revising their beneficial relationship; and WHEREAS, the Auxiliary has supported the Manatee County EMS Division's mission over the years with thousands of hours of volunteer work as well as material assistance due to fund raising efforts, thereby substantially benefitting the citizens of Manatee County; and WHEREAS, the Manatee County Board of County Commissioners finds that it is in the best interests of the County and its EMS Division and the citizens and visitors it protects, to restate, revise and renew its agreement with the Auxiliary. NOW, THEREFORE, the Parties hereto agree as follows: ARTICLE 1: SUPPORT PROVIDED BY AUXILIARY. A: The Auxiliary will coordinate its volunteer members to provide the following volunteer staffing support: 1. Voluntarily providing first responders, state certified emergency medical technicians (EMTs), and paramedics to assist EMS crews with medical treatment, search and rescue, and related duties. 2. Voluntarily providing non-transport basic life support coverage for special events and large gatherings, and transport services during disaster operations when resources are available. 3. Voluntarily participating in public service projects, CPR training, public education classes and demonstrations. 4. Voluntarily participating in fund-raising projects and receiving donations. OPEN SESSION APR 1 0 2012 .._Til COWlrx =-
Transcript of OPEN SESSION
MANATEE COUNTY EMERGENCY MEDICAL SERVICES AUXILIARY AGREEMENT
WHEREAS, on February 23, 1982, the Manatee County Commission (hereinafter "County") authorized providing uniforms to help support a new volunteer organization, which is now known as the Manatee County Emergency Medical Services Auxiliary, Inc. (hereinafter "Auxiliary"); and
WHEREAS, the Auxiliary is an independent Florida non-profit corporation, incorporated under the laws of Florida and governed by a private board of directors; and
WHEREAS, on July 7, 1992, the County and the Auxiliary entered into an agreement which set forth how the EMS Division and the Auxiliary would interact, and provided added support to be provided by the County; and
WHEREAS, on January 9, 1996 and again on May 6, 2003, the County and the Auxiliary revised this agreement, renewing and revising their beneficial relationship; and
WHEREAS, the Auxiliary has supported the Manatee County EMS Division's mission over the years with thousands of hours of volunteer work as well as material assistance due to fund raising efforts, thereby substantially benefitting the citizens of Manatee County; and
WHEREAS, the Manatee County Board of County Commissioners finds that it is in the best interests of the County and its EMS Division and the citizens and visitors it protects, to restate, revise and renew its agreement with the Auxiliary.
NOW, THEREFORE, the Parties hereto agree as follows:
ARTICLE 1: SUPPORT PROVIDED BY AUXILIARY.
A: The Auxiliary will coordinate its volunteer members to provide the following volunteer staffing support:
1. Voluntarily providing first responders, state certified emergency medical technicians (EMTs), and paramedics to assist EMS crews with medical treatment, search and rescue, and related duties.
2. Voluntarily providing non-transport basic life support coverage for special events and large gatherings, and transport services during disaster operations when resources are available.
3. Voluntarily participating in public service projects, CPR training, public education classes and demonstrations.
4. Voluntarily participating in fund-raising projects and receiving donations.
~IN OPEN SESSION
1. Voluntarily purchasing miscellaneous equipment, supplies, furniture, or training materials for the County's EMS Division as possible given available funds.
2. Donating funds raised to Manatee County to support the operational needs of the EMS Division.
ARTICLE 2: DUTIES OF AUXILIARY.
A: To ensure the Auxiliary remains a respected and reliable partner for the County's EMS Division, the Auxiliary shall:
1. Regularly provide a current membership roster to the County showing members are fully qualified to perform the volunteer EMS duties they may volunteer to perform through the Auxiliary.
2. Provide to the County a copy of its current articles of incorporation, by laws, minutes, and such other documents, certifications, applications, audits, or other records as requested by the County from time to time, and permit the EMS Chief or designee to attend/observe its board meetings.
3. Submit a financial audit by auditors deemed by the County to be qualified to conduct such audits in such intervals as the County deems appropriate.
4. Not represent itself as an agent of the County, and instruct its members that as volunteers, they are not the agents or employees of the County. This prohibition applies to interactions with any person, governmental unit or corporate entity, including during fund raising initiatives.
5. Conduct its operations in accordance with the provisions of Florida Statutes Chapters 617 and 496, Florida Statutes § 205.192, Section 501 of the Internal Revenue Code, and such other laws, rules and ordinances which may, from time to time, apply to the Auxiliary and its activities.
6. Not grant membership which may result in a volunteer assignment for Manatee County to any person who is a current paid employee of the County's EMS Division, or who has been terminated from Manatee County Emergency Medical Services Division. Nothing herein shall be interpreted as prohibiting such persons from becoming members of the Auxiliary for other purposes, such as assisting the Auxiliary with fundraising activities, book keeping, or such other similar activities as the Auxiliary may find beneficial.
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B. To ensure the County only accepts services from Auxiliary volunteers who are suitably qualified to perform such services, the Auxiliary shall:
1. Ensure its volunteer members sign an Auxiliary Service Agreement, in a form reviewed by the County, and provide the original document to the EMS Chief prior to any volunteer services being performed. The EMS Chief may decline to accept volunteer services from any Auxiliary member if, in that official's judgment, such service would not be in the County's best interests.
2. Require all members to have a thorough knowledge of and comply with all statutes, rules, regulations, procedures, code of ethics and general orders of the Auxiliary, Manatee County Emergency Medical Services, the Department of Public Safety and the County, and all related state and federal laws.
3. Ensure its members comply with all state and County laws, ordinances and administrative regulations concerning registration, certification and recertification to perform EMS services on members ofthe public.
ARTICLE 3: DUTIES OF COUNTY EMS DIVISION.
A: To help support the mission ofthe Auxiliary, the EMS Division will:
1. Permit the utilization of county equipment, supplies, storage areas, utilities, furniture, fuel, or any other County property (when available), which is needed to carry out missions or projects the EMS Division asks the Auxiliary to perform.
2. Permit Auxiliary volunteers to operate EMS vehicles or other equipment to the extent County policies and procedures and relevant state law allow, and as the ranking EMS officer determines is appropriate and necessary.
3. Permit the Auxiliary to use, in limited fashion, record storage space, meeting/conference rooms, and similar office areas within the Public Safety Department's headquarters, but only to the extent such use is feasible given the Department's needs, and only in accordance with all applicable security and other regulations. Notwithstanding the foregoing, while the Auxiliary may use and list an approved County facility as its place of business and mailing address, the Auxiliary agrees that the County shall not be the custodian of or be responsible for processing Auxiliary mail.
4. Facilitate the assessment of the ability of Auxiliary volunteers to function as EMTs or Paramedics by the Manatee County Emergency Medical Services' Medical Director, who must approve of all such service.
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B: Duties Regarding Volunteers ofthe Auxiliary:
1. Provide liability coverage for Auxiliary members who function on behalf of EMS in an official capacity and perform duties under EMS Division's direction and to benefit the County. Such coverage shall be that which is set forth in the Manatee County Self-Insurance Ordinance.
2. Furnish members of the Auxiliary with uniforms, badges, rank insignia, and other equipment and supplies as funds and resources are available and approved by the Public Safety Director. These items shall remain property of the County, not be used or worn for any reason outside of performing volunteer services for the County, and shall be returned to the County upon leaving Auxiliary membership or as otherwise requested by the County.
3. Provide members of the Auxiliary with in-service and other training opportunities and materials when available, and assist the members in recertification requirements if resources are available.
4. Prohibit any member of the Auxiliary from performing any volunteer service for the County or accessing any County facility where the Public Safety Director, EMS Chief, or ranking on-scene commanding officer determines the best interests of the County require such action.
ARTICLE 4: TERM, TERMINATION AND RENEWAL.
A: Term and Renewal: Notwithstanding the actual dates of execution by the Parties' agents, to coordinate with the County's fiscal year, the initial term of this Agreement shall be Monday, March 5, 2012 through midnight on September 30, 2012. Thereafter, this Agreement shall automatically renew for successive one (l) year periods beginning on October 1 of each year, unless either Party shall notify the other of its intention to terminate as outlined below.
B: Termination: Either Party may terminate this Agreement for any reason and at any time upon written notice to the Party's chief administrative officer given at least thirty (30) days before the intended date of termination. Upon termination, the Parties shall promptly ensure the payment or return of all funds or property between the Parties where required.
ARTICLE 5: RECORDS AND AUDITS.
A: AUDIT. The Manatee Clerk of the Circuit Court, who is not a Party to this Agreement but who nevertheless has for many years performed periodic audits ofthe Auxiliary's books and records, has informed the Parties that the Clerk's Internal Audit Department will perform a bi-annual audit of the Auxiliary. The Auxiliary understands that as an independent constitutional officer not a party to this Agreement, the Clerk reserves the right to cease performing such audits, or to change their schedule as the Clerk deems is in the public's interest.
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B: COOPERATION WITH AUDIT; MAINTENANCE OF RECORDS. The Auxiliary agrees that it will fully comply with any audit performed on it as provided for in this Agreement. It further agrees that its books and records shall be kept according to accounting procedures approved by the Clerk's Office, and shall be made available for inspection by the County, the Clerk's auditors, or by any other party as required by law. In satisfying this requirement, the Auxiliary shall endeavor to recruit a person or persons with suitable legal and financial background to serve on its board of directors to ensure the record-keeping requirements set forth herein are adhered to.
ARTICLE 6: COMPLIANCE WITH LAWS; NON-DISCRIMINATION. The performance of this Agreement shall be in compliance with all applicable local, state and federal laws and regulations, including but not limited to the federal Health Insurance Portability and Accountability Act. The Parties agree to execute HIPAA business partner agreements separately, as may be required by law. Additionally, the Auxiliary agrees that when performing under this Agreement it and its agents shall refrain from discriminating against any person on the grounds of race, religion, color, disability, national origin, gender, age or marital status.
ARTICLE 7: GOVERNANCE OF AUXILIARY. The Auxiliary understands and agrees that since it has a contractual relationship with Manatee County, it shall refrain from recruiting the County Administrator, any employee of the Public Safety Department, or members of the Manatee County Commission, for service on the Auxiliary's board of directors, as this service may, under Florida's ethics laws, create a prohibited conflict of interest or cause such persons to be doing business with their agency. Nothing herein shall be interpreted as prohibiting the attendance of any of these officials at Auxiliary board meetings in an observational or informational role.
ARTICLE 8: LICENSES. The Auxiliary must, by the effective date of this Agreement, possess any licenses required to hold its non-profit status, and shall maintain same. in good standing during the term of this Agreement.
ARTICLE 9: APPLICABLE LAW, VENUE. The construction or validity of this Agreement and of any of its terms and conditions, as well as the rights and duties of the Parties hereunder, shall be interpreted and enforced pursuant to and in accordance with the laws of the State of Florida. Venue for any action or proceeding arising hereunder or in connection herewith, including for enforcement or interpretation of this Agreement, shall be exclusively within Manatee County, Florida, with respect to any state claim, and the Middle District of Florida, Tampa Division, for any claims or defenses raised in federal court.
ARTICLE 10: ATTORNEYS' FEES. In any action brought between the Parties to enforce or construe the terms of this Agreement, each Party shall bear its own attorneys' fees and costs, including any incurred on appeal, regardless of the resolution of the case or appeal(s).
ARTICLE 11: AMENDMENTS. This Agreement may be modified, amended or extended only by written amendment executed by authorized representatives of both Parties.
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ARTICLE 12: HEADINGS. All articles and descriptive headings of paragraphs in this Agreement are inserted for convenience only and shall not affect the meaning, construction or interpretation of the Agreement's terms.
ARTICLE 13: SEVERABILITY. In the event that any term of this Agreement is adjudged by a court of competent jurisdiction to be invalid, such adjudication shall not affect or nullify the remaining terms thereof, nor shall it result in the failure of the Agreement unless the court finds that the remainder of the Agreement cannot be enforced absent the stricken term.
ARTICLE 14: NO THIRD-PARTY BENEFICIARY. This Agreement is for the sole benefit of the Parties thereto and their respective successors and permitted assigns. The Parties expressly represent that they do not intend to benefit any other person or party by entering this Agreement.
ARTICLE 15: AUTHORITY TO EXECUTE. Each Party hereto covenants to the other Party that it has lawful authority to enter into this Agreement and that the Party's representative executing same is authorized to do so on behalf of the Party.
The Parties hereto have caused this Agreement to be duly executed by their authorized
representatives this/{)~ day of -_.pril , 2012.
MANATEE COUNTY EMERGENCY MEDICAL SERVICES AUXILIARY, INC.
oar as authorized representative
ounty Administrator as authorizea representative
From: Robin Liberty To: "[email protected]" Subject: BCC 4/10: Item 25: EMS Auxiliary Agreement Date: Wednesday, April 11, 2012 10:02:00 AM Attachments: BC20120410DOCA25.pdf
Good Morning, Attached is an executed Agreement with EMS Auxiliary and the agenda package, approved by the County Commission on 4/10/12. Robin Robin Liberty Board Records For R.B. "Chips" Shore Manatee County Clerk of the Circuit Court & Comptroller www.manateeclerk.com [email protected], ext. 4179 "Pride in Service with a Vision to the Future"
Subject Emergency Medical Services Auxiliary Agreement--update to existing agreement Briefings None Contact and/or Presenter Information Ronald J. Koper, Jr., Acting Deputy Director ext 3563 Action Requested Motion to approve the updated agreement between the County and the Manatee County EMS Auxiliary, and to authorize the County Administrator or designee to execute same. Enabling/Regulating Authority The Auxiliary was authorized by the Board of County Commissioners, February 23, 1982. Part VI, Chapter 125 defines volunteer, Chapter 768 Florida Volunteer Protection Act, Florida State Statute 401.30, Part III. Chapter 1, Section 2-Purpose: page 1-11 of the Manatee County Comprehensive Plan: Protect the public health, safety and welfare. Background Discussion
The Manatee County Emergency Medical Services Auxiliary was initially authorized by the Board of County Commissioners on February 23, 1982. On July 7, 1992 the Board adopted the Emergency Medical Services Auxiliary Agreement, then on January 9,1996, and on May 6, 2003 the County and the Auxiliary entered into an Amended Agreement.
At the request of the Public Safety Department significant changes have occurred in how the County and the Auxiliary operate, and the operational needs of the EMS Division require a substantially new agreement.
The Auxiliary provides a substantial benefit to the citizens of Manatee County by providing thousands of hours of volunteer work and material assistance to the EMS Division.
County Attorney Review Formal Written Review (Opinion memo must be attached) Explanation of Other Reviewing Attorney RME Instructions to Board Records
Manatee County Government Administrative Center Commission Chambers
April 10, 2012 - 9:00 a.m.
Please forward two executed copies to the Department of Public Safety.
[email protected]
Cost and Funds Source Account Number and Name n/a Amount and Frequency of Recurring Costs n/a Attachment: auxiliary rls response from county attorney.pdf Attachment: auxiliary new agreement.pdf
Manatee County Government Administrative Center Commission Chambers
April 10, 2012 - 9:00 a.m.
Subject Emergency Medical Services Auxiliary Agreement--update to existing agreement Briefings None Contact and/or Presenter Information Ronald J. Koper, Jr., Acting Deputy Director ext 3563 Action Requested Motion to approve the updated agreement between the County and the Manatee County EMS Auxiliary, and to authorize the County Administrator or designee to execute same. Enabling/Regulating Authority The Auxiliary was authorized by the Board of County Commissioners, February 23, 1982. Part VI, Chapter 125 defines volunteer, Chapter 768 Florida Volunteer Protection Act, Florida State Statute 401.30, Part III. Chapter 1, Section 2-Purpose: page 1-11 of the Manatee County Comprehensive Plan: Protect the public health, safety and welfare. Background Discussion
The Manatee County Emergency Medical Services Auxiliary was initially authorized by the Board of County Commissioners on February 23, 1982. On July 7, 1992 the Board adopted the Emergency Medical Services Auxiliary Agreement, then on January 9,1996, and on May 6, 2003 the County and the Auxiliary entered into an Amended Agreement.
At the request of the Public Safety Department significant changes have occurred in how the County and the Auxiliary operate, and the operational needs of the EMS Division require a substantially new agreement.
The Auxiliary provides a substantial benefit to the citizens of Manatee County by providing thousands of hours of volunteer work and material assistance to the EMS Division.
County Attorney Review Formal Written Review (Opinion memo must be attached) Explanation of Other Reviewing Attorney RME Instructions to Board Records
Manatee County Government Administrative Center Commission Chambers
April 10, 2012 - 9:00 a.m.
Please forward two executed copies to the Department of Public Safety.
[email protected]
Cost and Funds Source Account Number and Name n/a Amount and Frequency of Recurring Costs n/a Attachment: auxiliary rls response from county attorney.pdf Attachment: auxiliary new agreement.pdf
Manatee County Government Administrative Center Commission Chambers
April 10, 2012 - 9:00 a.m.
TO:
FROM:
THROUGH:
DATE:
MEMORANDUM
Tedd N. Williams-County Attorn~ tjfcj1?- j Robert Michael Eschenfelder-Deputy County Attorni (0 30 January 2012
ATTORNEY
Jaml!ll A. Minix, Chief Deputy County Attorney Maureen S. Sikora, Deputy County Attorney• Robert M. Eschenfelder, Deputy County Altorney Rodney C. Wade, Deputy County Anomey• William E. Clallue, Deputy County Attorney J11mes R. Cooney, Deputy County Attorney Sarab A. Schenk., Deputy County A ttorney•
RE: Agreement with Manatee County EMS Auxiliary (RLS I l-245) (CAO File: 1124-146)
In RLS 11-245, you indicate that in 1982, the County Commission approved of providing assistance to a new group which was to become the Manatee County Emergency Medical Services Auxiliary, Inc. In 1992, a more formal agreement for assistance was approved. You indicate that the current agreement has not been revised for 9 years, and significant changes in both how the County and the Auxiliary operate, and the operational needs ofthe EMS Division, require a substantially new agreement.
Based on the terms and conditions you provided both in your RLS and in follow up meetings, 1 have drafted the attached agreement which should accomplish the business terms requested. Please note that the language concerning audits by the C lerk's Office has been reviewed and approved by Clerk's Audit Director. The agreement is otherwise in sufficient legal form to be presented to the Commission for its consideration. When drafting the agenda memorandum, the form of motion may read, "Motion to approve the agreement between the County and the Manatee County EMS Auxiliary, and to authori7..e the County Administrator or designee to execute same."
1 trust this adequately responds to your request for service. lfyou have other questions, please feel free to contact me.
c: Hon. R.B. "Chips" Shore-Clerk of the Circuit Court Ed Hunzeker-County Administrator Deputy County Administrators Bill Hutchison- Publ ic Safety Director/Acting IT Director Millie Blevins- Internal Audit Director James A. Minix-Chief Deputy County Attorney
• Board Certified City, County & Local Government Law
1112 Manatee Avenue West, Suite 969, P.O. Box !000, Bradenton, FL 34206 (941) 745-3750 • Fax (941) 749-3089
MANATEE COUNTY EMERGENCY MEDICAL SERVICES AUXILIARY AGREEMENT
WHEREAS, on February 23, 1982, the Manatee County Commission (hereinafter "County") authorized providing uniforms to help support a new volunteer organization, which is now known as the Manatee County Emergency Medical Services Auxiliary, Inc. (hereinafter "Auxiliary"); and
WHEREAS, the Auxiliary is an independent Florida non-profit corporation, incorporated under the laws of Florida and governed by a private board of directors; and
WHEREAS, on July 7, 1992, the County and the Auxiliary entered into an agreement which set forth how the EMS Division and the Auxiliary would interact, and provided added support to be provided by the County; and
WHEREAS, on January 9, 1996 and again on May 6, 2003, the County and the Auxiliary revised this agreement, renewing and revising their beneficial relationship; and
WHEREAS, the Auxiliary has supported the Manatee County EMS Division's mission over the years with thousands of hours of volunteer work as well as material assistance due to fund raising efforts, thereby substantially benefitting the citizens of Manatee County; and
WHEREAS, the Manatee County Board of County Commissioners finds that it is in the best interests of the County and its EMS Division and the citizens and visitors it protects, to restate, revise and renew its agreement with the Auxiliary.
NOW, THEREFORE, the Parties hereto agree as follows:
ARTICLE 1: SUPPORT PROVIDED BY AUXILIARY.
A: The Auxiliary will coordinate its volunteer members to provide the following volunteer staffing support:
1. Voluntarily providing first responders, state certified emergency medical technicians (EMTs), and paramedics to assist EMS crews with medical treatment, search and rescue, and related duties.
2. Voluntarily providing non-transport basic life support coverage for special during disaster
4.
1. Voluntarily purchasing miscellaneous equipment, supplies, furniture, or training materials for the County's EMS Division as possible given available funds.
2. Donating funds raised to Manatee County to support the operational needs of the EMS Division.
ARTICLE 2: DUTIES OF AUXILIARY.
A: To ensure the Auxiliary remains a respected and reliable partner for the County's EMS Division, the Auxiliary shall:
1. Regularly provide a current membership roster to the County showing members are fully qualified to perform the volunteer EMS duties they may volunteer to perform through the Auxiliary.
2. Provide to the County a copy of its current articles of incorporation, by laws, minutes, and such other documents, certifications, applications, audits, or other records as requested by the County from time to time, and permit the EMS Chief or designee to attend/observe its board meetings.
3. Submit a financial audit by auditors deemed by the County to be qualified to conduct such audits in such intervals as the County deems appropriate.
4. Not represent itself as an agent of the County, and instruct its members that as volunteers, they are not the agents or employees of the County. This prohibition applies to interactions with any person, governmental unit or corporate entity, including during fund raising initiatives.
5. Conduct its operations in accordance with the provisions of Florida Statutes Chapters 617 and 496, Florida Statutes § 205.192, Section 501 of the Internal Revenue Code, and such other laws, rules and ordinances which may, from time to time, apply to the Auxiliary and its activities.
6. Not grant membership which may result in a volunteer assignment for Manatee County to person who is a current paid employee of
B. To ensure the County only accepts services from Auxiliary volunteers who are suitably qualified to perform such services, the Auxiliary shall:
1. Ensure its volunteer members sign an Auxiliary Service Agreement, in a form reviewed by the County, and provide the original document to the EMS Chief prior to any volunteer services being performed. The EMS Chief may decline to accept volunteer services from any Auxiliary member if, in that official's judgment, such service would not be in the County's best interests.
2. Require all members to have a thorough knowledge of and comply with all statutes, rules, regulations, procedures, code of ethics and general orders of the Auxiliary, Manatee County Emergency Medical Services, the Department of Public Safety and the County, and all related state and federal laws.
3. Ensure its members comply with all state and County laws, ordinances and administrative regulations concerning registration, certification and recertification to perform EMS services on members of the public.
ARTICLE 3: DUTIES OF COUNTY EMS DIVISION.
A: To help support the mission of the Auxiliary, the EMS Division will:
1. Permit the utilization of county equipment, supplies, storage areas, utilities, furniture, fuel, or any other County property (when available), which is needed to carry out missions or projects the EMS Division asks the Auxiliary to perform.
2. Permit Auxiliary volunteers to operate EMS vehicles or other equipment to the extent County policies and procedures and relevant state law allow, and as the ranking EMS officer determines is appropriate and necessary.
3. Permit the Auxiliary to use, in limited fashion, record storage space, meeting/conference rooms, and similar office areas within the Public Safety Department's headquarters, but only to the extent such use is feasible given the Department's needs, and only in accordance with all applicable security and other regulations. Notwithstanding the foregoing, while the Auxiliary use and an approved facility as its
B: Duties Regarding Volunteers ofthe Auxiliary:
1. Provide liability coverage for Auxiliary members who function on behalf of EMS in an official capacity and perfurm duties under EMS Division's direction and to benefit the County. Such coverage shall be that which is set forth in the Manatee County Self-Insurance Ordinance.
2. Furnish members of the Auxiliary with uniforms, badges, rank insignia, and other equipment and supplies as funds and resources are available and approved by the Public Safety Director. These items shall remain property of the County, not be used or worn for any reason outside of performing volunteer services for the County, and shall be returned to the County upon leaving Auxiliary membership or as otherwise requested by the County.
3. Provide members of the Auxiliary with in-service and other trammg opportunities and materials when available, and assist the members in recertification requirements if resources are available.
4. Prohibit any member of the Auxiliary from performing any volunteer service for the County or accessing any County facility where the Public Safety Director, EMS Chief, or ranking on-scene commanding officer determines the best interests of the County require such action.
ARTICLE 4: TERM, TERMINATION AND RENEWAL.
A: Term and Renewal: Notwithstanding the actual dates of execution by the Parties' agents, to coordinate with the County's fiscal year, the initial term of this Agreement shall be Monday, March 5, 2012 through midnight on September 30, 2012. Thereafter, this Agreement shall automatically renew for successive one ( 1) year periods beginning on October 1 of each year, unless either Party shall notify the other of its intention to terminate as outlined below.
B: Termination: Either Party may terminate this Agreement for any reason and at any time upon written notice to the Party's chief administrative officer given at least thirty (30) days before the intended date of termination. Upon termination, the Parties shall promptly ensure the payment or return of all funds or property between the Parties where required.
ARTICLES:
B: COOPERATION WITH AUDIT; MAINTENANCE OF RECORDS. The Auxiliary agrees that it will fully comply with any audit performed on it as provided for in this Agreement. It further agrees that its books and records shall be kept according to accounting procedures approved by the Clerk's Office, ·and shall he triade 'available for inspection by the County, the Clerk's auditors, or by any other party as required by law. In satisfying this requirement, the Auxiliary shall endeavor to recruit a person or persons with suitable legal and financial background to serve on its board of directors to ensure the record-keeping requirements set forth herein are adhered to.
ARTICLE 6: COMPLIANCE WITH LAWS; NON-DISCRIMINATION. The performance of this Agreement shall be in compliance with aU applicable local, state and federal laws and regulations, including but not limited to the federal Health Insurance Portability and Accountability Act. The Parties agree to execute HIP AA business partner agreements separately, as may be required by law. Additionally, the Auxiliary agrees that when performing under this Agreement it and its agents shall refrain from discriminating against any person on the grounds ofrace, religion, color, disability, national origin, gender, age or marital status.
ARTICLE 7: GOVERNANCE OF AUXILIARY. The Auxiliary understands and agrees that since it has a contractual relationship with Manatee County, it shall refrain from recruiting the County Administrator, any employee of the Public Safety Department, or members of the Manatee County Commission, for service on the Auxiliary's board of directors, as this service may, under Florida's ethics laws, create a prohibited conflict of interest or cause such persons to be doing business with their agency. Nothing herein shall be interpreted as prohibiting the attendance of any of these officials at Auxiliary board meetings in an observational or informational role.
ARTICLE 8: LICENSES. The Auxiliary must, by the effective date of this Agreement, possess any licenses required to hold its non-profit status, and shall maintain same in good standing during the term of this Agreement.
ARTICLE 9: APPLICABLE LAW, VENUE. The construction or validity of this Agreement and of any of its terms and conditions, as well as the rights and duties of the Parties hereunder, shall be interpreted and enforced pursuant to and in accordance with the laws of the State of Florida. Venue for any action or proceeding arising hereunder or in connection herewith, including for enforcement or interpretation of this Agreement, shall be exclusively within Manatee County, Florida, with respect to any state claim, and the Middle District of Florida, Tampa Division, for any claims or defenses raised in federal court.
ARTl LE 10: ATTORNEY ' FEES. In any action brought between the Parties to enforce or construe terms of this Agreement, each Party shall bear own attorneys ' fees and costs, including any incurred on appeal, regardless of the resolution of the case or appeal(s).
ARTICLE 11: AMENDMENTS. This Agreement may be modified, amended or extended only by written amendment executed by authorized representatives of both Parties.
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ARTICLE 12: HEADINGS. All articles and descriptive headings of paragraphs in this Agreement are inserted for convenience only and shall not affect the meaning, construction or interpretation ofthe Agreement's terms.
ARTICLE 13: SEVERABILITY. In the event that any term of this Agreement is adjudged by a court of competent jurisdiction to be invalid, such adjudication shall not affect or nullify the remaining terms thereof, nor shall it result in the failure of the Agreement unless the court finds that the remainder of the Agreement cannot be enforced absent the stricken term.
ARTICLE 14: NO THIRD-PARTY BENEFICIARY. This Agreement is for the sole benefit of the Parties thereto and their respective successors and permitted assigns. The Parties expressly represent that they do not intend to benefit any other person or party by entering this Agreement.
ARTICLE 15: AUTHORITY TO EXECUTE. Each Party hereto covenants to the other Party that it has lawful authority to enter into this Agreement and that the Party's representative executing same is authorized to do so on behalf of the Party.
The Parties hereto have caused this Agreement to be duly executed by their authorized
representatives this_ day of February, 2012.
MANATEE COUNTY EMERGENCY MEDICAL SERVICES AUXILIARY, INC.
By: ------------------------- President of the Board as authorized representative
MANATEE COUNTY
Ed Hunzeker, County Administrator as authorized representative
MANATEE COUNTY EMERGENCY MEDICAL SERVICES AUXILIARY AGREEMENT
WHEREAS, on February 23, 1982, the Manatee County Commission (hereinafter "County") authorized providing uniforms to help support a new volunteer organization, which is now known as the Manatee County Emergency Medical Services Auxiliary, Inc. (hereinafter "Auxiliary"); and
WHEREAS, the Auxiliary is an independent Florida non-profit corporation, incorporated under the laws of Florida and governed by a private board of directors; and
WHEREAS, on July 7, 1992, the County and the Auxiliary entered into an agreement which set forth how the EMS Division and the Auxiliary would interact, and provided added support to be provided by the County; and
WHEREAS, on January 9, 1996 and again on May 6, 2003, the County and the Auxiliary revised this agreement, renewing and revising their beneficial relationship; and
WHEREAS, the Auxiliary has supported the Manatee County EMS Division's mission over the years with thousands of hours of volunteer work as well as material assistance due to fund raising efforts, thereby substantially benefitting the citizens of Manatee County; and
WHEREAS, the Manatee County Board of County Commissioners finds that it is in the best interests of the County and its EMS Division and the citizens and visitors it protects, to restate, revise and renew its agreement with the Auxiliary.
NOW, THEREFORE, the Parties hereto agree as follows:
ARTICLE 1: SUPPORT PROVIDED BY AUXILIARY.
A: The Auxiliary will coordinate its volunteer members to provide the following volunteer staffing support:
1. Voluntarily providing first responders, state certified emergency medical technicians (EMTs), and paramedics to assist EMS crews with medical treatment, search and rescue, and related duties.
Voluntarily providing non-transport
1. Voluntarily purchasing miscellaneous equipment, supplies, furniture, or training materials for the County's EMS Division as possible given available funds.
2. Donating funds raised to Manatee County to support the operational needs of the EMS Division.
ARTICLE 2: DUTIES OF AUXILIARY.
A: To ensure the Auxiliary remains a respected and reliable partner for the County's EMS Division, the Auxiliary shall:
1. Regularly provide a current membership roster to the County showing members are fully qualified to perform the volunteer EMS duties they may volunteer to perform through the Auxiliary.
2. Provide to the County a copy of its current articles of incorporation, by laws, minutes, and such other documents, certifications, applications, audits, or other records as requested by the County from time to time, and permit the EMS Chief or designee to attend/observe its board meetings.
3. Submit a financial audit by auditors deemed by the County to be qualified to conduct such audits in such intervals as the County deems appropriate.
4. Not represent itself as an agent of the County, and instruct its members that as volunteers, they are not the agents or employees of the County. This prohibition applies to interactions with any person, governmental unit or corporate entity, including during fund raising initiatives.
5. Conduct its operations in accordance with the provisions of Florida Statutes Chapters 617 and 496, Florida Statutes § 205.192, Section 501 of the Internal Revenue Code, and such other laws, rules and ordinances which may, from time to time, apply to the Auxiliary and its activities.
B. To ensure the County only accepts services from Auxiliary volunteers who are suitably qualified to perform such services, the Auxiliary shall:
1. Ensure its volunteer members sign an Auxiliary Service Agreement, in a form reviewed by the County, and provide the original document to the EMS Chief prior to any volunteer services being performed. The EMS Chief may decline to accept volunteer services from any Auxiliary member if, in that official's judgment, such service would not be in the County's best interests.
2. Require all members to have a thorough knowledge of and comply with all statutes, rules, regulations, procedures, code of ethics and general orders of the Auxiliary, Manatee County Emergency Medical Services, the Department of Public Safety and the County, and all related state and federal laws.
3. Ensure its members comply with all state and County laws, ordinances and administrative regulations concerning registration, certification and recertification to perform EMS services on members of the public.
ARTICLE 3: DUTIES OF COUNTY EMS DIVISION.
A: To help support the mission ofthe Auxiliary, the EMS Division will:
1. Permit the utilization of county equipment, supplies, storage areas, utilities, furniture, fuel, or any other County property (when available), which is needed to carry out missions or projects the EMS Division asks the Auxiliary to perform.
2. Permit Auxiliary volunteers to operate EMS vehicles or other equipment to the extent County policies and procedures and relevant state law allow, and as the ranking EMS officer determines is appropriate and necessary.
3. Permit the Auxiliary to use, in limited fashion, record storage space, meeting/conference rooms, and similar office areas within the Public Safety Department's headquarters, but only to the extent such use is feasible given the Department's needs, and only in accordance with all applicable other
B: Duties Regarding Volunteers of the Auxiliary:
1. Provide liability coverage for Auxiliary members who function on behalf of EMS in an official capacity and perform duties under EMS Division s direction and to benefit the County. Such coverage sbaJI be that which is set forth in the Manatee County Self-Insurance Ordinance.
2. Furnish members of the Auxiliary with uniforms badges, rank insignia, and other equipment and supplies as funds and resources are available and approved by the Public Safety Diiector. These items shall remain property of the County, not be used or worn for any reason outside of perfonning volunteer services for the County, and shall be returned to the County upon leaving Auxiliary membership or as otherwise requested by the County.
3. Provide members of the Auxiliary with in-service and other training opportunities and materials when available, and assist the members in recertification requirements if resources are available.
4. Prohibit any member of the Auxiliary from performing any volunteer service for the County or accessing any County facility where the Public Safety Director, EMS Chief, or ranking on-scene commanding officer determines the best interests of the County require such action.
ARTICLE 4: TERM, TERMINATION AND RENEWAL.
A: Term and Renewal: Notwithstanding the actual dates of execution by the Parties' agents, to coordinate with the County's fiscal year, the initial term of this Agreement shall be Monday, March 5, 2012 through midnight on September 30, 2012. Thereafter, this Agreement shall automatically renew for successive one ( l) year periods beginning on October 1 of each year, unless either Party shall notify the other of its intention to terminate as outlined below.
B: Termination: Either Party may terminate this Agreement for any reason and at any time upon written notice to the Party' s chief administrative officer given at least thirty (30) days before the intended date of termination. Upon termination, the Parties shall promptly ensure the payment or return of all funds or property between the Parties where required.
ARTICLE 5: RECORDS AND AUDITS.
A: AUDIT. The Manatee Clerk of the Circuit Court, who is not a Party to this Agreement but who nevertheless has for many years performed periodic audits of the Auxiliary's books and records, has informed the Parties that the Clerk 's Internal Audit Department will perform a bi-annual audit of the Auxiliary. The Auxiliary understands that as an independent constitutional officer not a party to this Agreement, the Clerk reserves the right to cease performing such audits, or to change their schedule as the Clerk deems is in the public's interest.
4
B: COOPERATION WITH AUDIT; MAINTENANCE OF RECORDS. The Auxiliary agrees that it will fully comply with any audit performed on it as provided for in this Agreement. It further agrees that its books and records shall be kept according to accounting procedures approved by the Clerk's Office, and shall be made available for inspection by the County, the Clerk's auditors, or by any other party as required by law. In satisfying this requirement, the Auxiliary shall endeavor to recruit a person or persons with suitable legal and financial background to serve on its board of directors to ensure the record-keeping requirements set forth herein are adhered to.
ARTICLE 6: COMPLIANCE WITH LAWS; NON-DISCRIMINATION. The performance of this Agreement shall be in compliance with all applicable local, state and federal laws and regulations, including but not limited to the federal Health Insurance Portability and Accountability Act. The Parties agree to execute HIP AA business partner agreements separately, as may be required by law. Additionally, the Auxiliary agrees that when performing under this Agreement it and its agents shall refrain from discriminating against any person on the grounds of race, religion, color, disability, national origin, gender, age or marital status.
ARTICLE 7: GOVERNANCE OF AUXILIARY. The Auxiliary understands and agrees that since it has a contractual relationship with Manatee County, it shall refrain from recruiting the County Administrator, any employee of the Public Safety Department, or members of the Manatee County Commission, for service on the Auxiliary's board of directors, as this service may, under Florida's ethics laws, create a prohibited conflict of interest or cause such persons to be doing business with their agency. Nothing herein shall be interpreted as prohibiting the attendance of any of these officials at Auxiliary board meetings in an observational or informational role.
ARTICLE 8: LICENSES. The Auxiliary must, by the effective date of this Agreement, possess any licenses required to hold its non-profit status, and shall maintain same in good standing during the term of this Agreement.
ARTICLE 9: APPLICABLE LAW, VENUE. The construction or validity of this Agreement and of any of its terms and conditions, as well as the rights and duties of the Parties hereunder, shall be interpreted and enforced pursuant to and in accordance with the laws of the State of Florida. Venue for any action or proceeding arising hereunder or in connection herewith, including for enforcement or interpretation of this Agreement, shall be exclusively within Manatee County, Florida, with respect to any state claim, and the Middle District of Florida,
for or court.
ARTICLE 12: HEADINGS. All articles and descriptive headings of paragraphs in this Agreement are inserted for convenience only and shall not affect the meaning, construction or interpretation of the Agreement's terms.
ARTICLE 13: SEVERABILITY. In the event that any term of this Agreement is adjudged by a court of competent jurisdiction to be invalid, such adjudication shall not affect or nullify the remaining terms thereof, nor shall it result in the failure of the Agreement unless the court finds that the remainder of the Agreement cannot be enforced absent the stricken term.
ARTICLE 14: NO THIRD-PARTY BENEFICIARY. This Agreement is for the sole benefit of the Parties thereto and their respective successors and permitted assigns. The Parties expressly represent that they do not intend to benefit any other person or party by entering this Agreement.
ARTICLE 15: AUTHORITY TO EXECUTE. Each Party hereto covenants to the other Party that it has lawful authority to enter into this Agreement and that the Party's representative executing same is authorized to do so on behalf of the Party.
The Parties hereto have caused this Agreement to be duly executed by their authorized
representatives this_ day of April , 2012.
MANATEE COUNTY EMERGENCY MEDICAL SERVICES AUXILIARY, INC.
By:
WHEREAS, on February 23, 1982, the Manatee County Commission (hereinafter "County") authorized providing uniforms to help support a new volunteer organization, which is now known as the Manatee County Emergency Medical Services Auxiliary, Inc. (hereinafter "Auxiliary"); and
WHEREAS, the Auxiliary is an independent Florida non-profit corporation, incorporated under the laws of Florida and governed by a private board of directors; and
WHEREAS, on July 7, 1992, the County and the Auxiliary entered into an agreement which set forth how the EMS Division and the Auxiliary would interact, and provided added support to be provided by the County; and
WHEREAS, on January 9, 1996 and again on May 6, 2003, the County and the Auxiliary revised this agreement, renewing and revising their beneficial relationship; and
WHEREAS, the Auxiliary has supported the Manatee County EMS Division's mission over the years with thousands of hours of volunteer work as well as material assistance due to fund raising efforts, thereby substantially benefitting the citizens of Manatee County; and
WHEREAS, the Manatee County Board of County Commissioners finds that it is in the best interests of the County and its EMS Division and the citizens and visitors it protects, to restate, revise and renew its agreement with the Auxiliary.
NOW, THEREFORE, the Parties hereto agree as follows:
ARTICLE 1: SUPPORT PROVIDED BY AUXILIARY.
A: The Auxiliary will coordinate its volunteer members to provide the following volunteer staffing support:
1. Voluntarily providing first responders, state certified emergency medical technicians (EMTs), and paramedics to assist EMS crews with medical treatment, search and rescue, and related duties.
2. Voluntarily providing non-transport basic life support coverage for special events and large gatherings, and transport services during disaster operations when resources are available.
3. Voluntarily participating in public service projects, CPR training, public education classes and demonstrations.
4. Voluntarily participating in fund-raising projects and receiving donations.
~IN OPEN SESSION
1. Voluntarily purchasing miscellaneous equipment, supplies, furniture, or training materials for the County's EMS Division as possible given available funds.
2. Donating funds raised to Manatee County to support the operational needs of the EMS Division.
ARTICLE 2: DUTIES OF AUXILIARY.
A: To ensure the Auxiliary remains a respected and reliable partner for the County's EMS Division, the Auxiliary shall:
1. Regularly provide a current membership roster to the County showing members are fully qualified to perform the volunteer EMS duties they may volunteer to perform through the Auxiliary.
2. Provide to the County a copy of its current articles of incorporation, by laws, minutes, and such other documents, certifications, applications, audits, or other records as requested by the County from time to time, and permit the EMS Chief or designee to attend/observe its board meetings.
3. Submit a financial audit by auditors deemed by the County to be qualified to conduct such audits in such intervals as the County deems appropriate.
4. Not represent itself as an agent of the County, and instruct its members that as volunteers, they are not the agents or employees of the County. This prohibition applies to interactions with any person, governmental unit or corporate entity, including during fund raising initiatives.
5. Conduct its operations in accordance with the provisions of Florida Statutes Chapters 617 and 496, Florida Statutes § 205.192, Section 501 of the Internal Revenue Code, and such other laws, rules and ordinances which may, from time to time, apply to the Auxiliary and its activities.
6. Not grant membership which may result in a volunteer assignment for Manatee County to any person who is a current paid employee of the County's EMS Division, or who has been terminated from Manatee County Emergency Medical Services Division. Nothing herein shall be interpreted as prohibiting such persons from becoming members of the Auxiliary for other purposes, such as assisting the Auxiliary with fundraising activities, book keeping, or such other similar activities as the Auxiliary may find beneficial.
2
B. To ensure the County only accepts services from Auxiliary volunteers who are suitably qualified to perform such services, the Auxiliary shall:
1. Ensure its volunteer members sign an Auxiliary Service Agreement, in a form reviewed by the County, and provide the original document to the EMS Chief prior to any volunteer services being performed. The EMS Chief may decline to accept volunteer services from any Auxiliary member if, in that official's judgment, such service would not be in the County's best interests.
2. Require all members to have a thorough knowledge of and comply with all statutes, rules, regulations, procedures, code of ethics and general orders of the Auxiliary, Manatee County Emergency Medical Services, the Department of Public Safety and the County, and all related state and federal laws.
3. Ensure its members comply with all state and County laws, ordinances and administrative regulations concerning registration, certification and recertification to perform EMS services on members ofthe public.
ARTICLE 3: DUTIES OF COUNTY EMS DIVISION.
A: To help support the mission ofthe Auxiliary, the EMS Division will:
1. Permit the utilization of county equipment, supplies, storage areas, utilities, furniture, fuel, or any other County property (when available), which is needed to carry out missions or projects the EMS Division asks the Auxiliary to perform.
2. Permit Auxiliary volunteers to operate EMS vehicles or other equipment to the extent County policies and procedures and relevant state law allow, and as the ranking EMS officer determines is appropriate and necessary.
3. Permit the Auxiliary to use, in limited fashion, record storage space, meeting/conference rooms, and similar office areas within the Public Safety Department's headquarters, but only to the extent such use is feasible given the Department's needs, and only in accordance with all applicable security and other regulations. Notwithstanding the foregoing, while the Auxiliary may use and list an approved County facility as its place of business and mailing address, the Auxiliary agrees that the County shall not be the custodian of or be responsible for processing Auxiliary mail.
4. Facilitate the assessment of the ability of Auxiliary volunteers to function as EMTs or Paramedics by the Manatee County Emergency Medical Services' Medical Director, who must approve of all such service.
3
B: Duties Regarding Volunteers ofthe Auxiliary:
1. Provide liability coverage for Auxiliary members who function on behalf of EMS in an official capacity and perform duties under EMS Division's direction and to benefit the County. Such coverage shall be that which is set forth in the Manatee County Self-Insurance Ordinance.
2. Furnish members of the Auxiliary with uniforms, badges, rank insignia, and other equipment and supplies as funds and resources are available and approved by the Public Safety Director. These items shall remain property of the County, not be used or worn for any reason outside of performing volunteer services for the County, and shall be returned to the County upon leaving Auxiliary membership or as otherwise requested by the County.
3. Provide members of the Auxiliary with in-service and other training opportunities and materials when available, and assist the members in recertification requirements if resources are available.
4. Prohibit any member of the Auxiliary from performing any volunteer service for the County or accessing any County facility where the Public Safety Director, EMS Chief, or ranking on-scene commanding officer determines the best interests of the County require such action.
ARTICLE 4: TERM, TERMINATION AND RENEWAL.
A: Term and Renewal: Notwithstanding the actual dates of execution by the Parties' agents, to coordinate with the County's fiscal year, the initial term of this Agreement shall be Monday, March 5, 2012 through midnight on September 30, 2012. Thereafter, this Agreement shall automatically renew for successive one (l) year periods beginning on October 1 of each year, unless either Party shall notify the other of its intention to terminate as outlined below.
B: Termination: Either Party may terminate this Agreement for any reason and at any time upon written notice to the Party's chief administrative officer given at least thirty (30) days before the intended date of termination. Upon termination, the Parties shall promptly ensure the payment or return of all funds or property between the Parties where required.
ARTICLE 5: RECORDS AND AUDITS.
A: AUDIT. The Manatee Clerk of the Circuit Court, who is not a Party to this Agreement but who nevertheless has for many years performed periodic audits ofthe Auxiliary's books and records, has informed the Parties that the Clerk's Internal Audit Department will perform a bi-annual audit of the Auxiliary. The Auxiliary understands that as an independent constitutional officer not a party to this Agreement, the Clerk reserves the right to cease performing such audits, or to change their schedule as the Clerk deems is in the public's interest.
4
B: COOPERATION WITH AUDIT; MAINTENANCE OF RECORDS. The Auxiliary agrees that it will fully comply with any audit performed on it as provided for in this Agreement. It further agrees that its books and records shall be kept according to accounting procedures approved by the Clerk's Office, and shall be made available for inspection by the County, the Clerk's auditors, or by any other party as required by law. In satisfying this requirement, the Auxiliary shall endeavor to recruit a person or persons with suitable legal and financial background to serve on its board of directors to ensure the record-keeping requirements set forth herein are adhered to.
ARTICLE 6: COMPLIANCE WITH LAWS; NON-DISCRIMINATION. The performance of this Agreement shall be in compliance with all applicable local, state and federal laws and regulations, including but not limited to the federal Health Insurance Portability and Accountability Act. The Parties agree to execute HIPAA business partner agreements separately, as may be required by law. Additionally, the Auxiliary agrees that when performing under this Agreement it and its agents shall refrain from discriminating against any person on the grounds of race, religion, color, disability, national origin, gender, age or marital status.
ARTICLE 7: GOVERNANCE OF AUXILIARY. The Auxiliary understands and agrees that since it has a contractual relationship with Manatee County, it shall refrain from recruiting the County Administrator, any employee of the Public Safety Department, or members of the Manatee County Commission, for service on the Auxiliary's board of directors, as this service may, under Florida's ethics laws, create a prohibited conflict of interest or cause such persons to be doing business with their agency. Nothing herein shall be interpreted as prohibiting the attendance of any of these officials at Auxiliary board meetings in an observational or informational role.
ARTICLE 8: LICENSES. The Auxiliary must, by the effective date of this Agreement, possess any licenses required to hold its non-profit status, and shall maintain same. in good standing during the term of this Agreement.
ARTICLE 9: APPLICABLE LAW, VENUE. The construction or validity of this Agreement and of any of its terms and conditions, as well as the rights and duties of the Parties hereunder, shall be interpreted and enforced pursuant to and in accordance with the laws of the State of Florida. Venue for any action or proceeding arising hereunder or in connection herewith, including for enforcement or interpretation of this Agreement, shall be exclusively within Manatee County, Florida, with respect to any state claim, and the Middle District of Florida, Tampa Division, for any claims or defenses raised in federal court.
ARTICLE 10: ATTORNEYS' FEES. In any action brought between the Parties to enforce or construe the terms of this Agreement, each Party shall bear its own attorneys' fees and costs, including any incurred on appeal, regardless of the resolution of the case or appeal(s).
ARTICLE 11: AMENDMENTS. This Agreement may be modified, amended or extended only by written amendment executed by authorized representatives of both Parties.
5
ARTICLE 12: HEADINGS. All articles and descriptive headings of paragraphs in this Agreement are inserted for convenience only and shall not affect the meaning, construction or interpretation of the Agreement's terms.
ARTICLE 13: SEVERABILITY. In the event that any term of this Agreement is adjudged by a court of competent jurisdiction to be invalid, such adjudication shall not affect or nullify the remaining terms thereof, nor shall it result in the failure of the Agreement unless the court finds that the remainder of the Agreement cannot be enforced absent the stricken term.
ARTICLE 14: NO THIRD-PARTY BENEFICIARY. This Agreement is for the sole benefit of the Parties thereto and their respective successors and permitted assigns. The Parties expressly represent that they do not intend to benefit any other person or party by entering this Agreement.
ARTICLE 15: AUTHORITY TO EXECUTE. Each Party hereto covenants to the other Party that it has lawful authority to enter into this Agreement and that the Party's representative executing same is authorized to do so on behalf of the Party.
The Parties hereto have caused this Agreement to be duly executed by their authorized
representatives this/{)~ day of -_.pril , 2012.
MANATEE COUNTY EMERGENCY MEDICAL SERVICES AUXILIARY, INC.
oar as authorized representative
ounty Administrator as authorizea representative
From: Robin Liberty To: "[email protected]" Subject: BCC 4/10: Item 25: EMS Auxiliary Agreement Date: Wednesday, April 11, 2012 10:02:00 AM Attachments: BC20120410DOCA25.pdf
Good Morning, Attached is an executed Agreement with EMS Auxiliary and the agenda package, approved by the County Commission on 4/10/12. Robin Robin Liberty Board Records For R.B. "Chips" Shore Manatee County Clerk of the Circuit Court & Comptroller www.manateeclerk.com [email protected], ext. 4179 "Pride in Service with a Vision to the Future"
Subject Emergency Medical Services Auxiliary Agreement--update to existing agreement Briefings None Contact and/or Presenter Information Ronald J. Koper, Jr., Acting Deputy Director ext 3563 Action Requested Motion to approve the updated agreement between the County and the Manatee County EMS Auxiliary, and to authorize the County Administrator or designee to execute same. Enabling/Regulating Authority The Auxiliary was authorized by the Board of County Commissioners, February 23, 1982. Part VI, Chapter 125 defines volunteer, Chapter 768 Florida Volunteer Protection Act, Florida State Statute 401.30, Part III. Chapter 1, Section 2-Purpose: page 1-11 of the Manatee County Comprehensive Plan: Protect the public health, safety and welfare. Background Discussion
The Manatee County Emergency Medical Services Auxiliary was initially authorized by the Board of County Commissioners on February 23, 1982. On July 7, 1992 the Board adopted the Emergency Medical Services Auxiliary Agreement, then on January 9,1996, and on May 6, 2003 the County and the Auxiliary entered into an Amended Agreement.
At the request of the Public Safety Department significant changes have occurred in how the County and the Auxiliary operate, and the operational needs of the EMS Division require a substantially new agreement.
The Auxiliary provides a substantial benefit to the citizens of Manatee County by providing thousands of hours of volunteer work and material assistance to the EMS Division.
County Attorney Review Formal Written Review (Opinion memo must be attached) Explanation of Other Reviewing Attorney RME Instructions to Board Records
Manatee County Government Administrative Center Commission Chambers
April 10, 2012 - 9:00 a.m.
Please forward two executed copies to the Department of Public Safety.
[email protected]
Cost and Funds Source Account Number and Name n/a Amount and Frequency of Recurring Costs n/a Attachment: auxiliary rls response from county attorney.pdf Attachment: auxiliary new agreement.pdf
Manatee County Government Administrative Center Commission Chambers
April 10, 2012 - 9:00 a.m.
Subject Emergency Medical Services Auxiliary Agreement--update to existing agreement Briefings None Contact and/or Presenter Information Ronald J. Koper, Jr., Acting Deputy Director ext 3563 Action Requested Motion to approve the updated agreement between the County and the Manatee County EMS Auxiliary, and to authorize the County Administrator or designee to execute same. Enabling/Regulating Authority The Auxiliary was authorized by the Board of County Commissioners, February 23, 1982. Part VI, Chapter 125 defines volunteer, Chapter 768 Florida Volunteer Protection Act, Florida State Statute 401.30, Part III. Chapter 1, Section 2-Purpose: page 1-11 of the Manatee County Comprehensive Plan: Protect the public health, safety and welfare. Background Discussion
The Manatee County Emergency Medical Services Auxiliary was initially authorized by the Board of County Commissioners on February 23, 1982. On July 7, 1992 the Board adopted the Emergency Medical Services Auxiliary Agreement, then on January 9,1996, and on May 6, 2003 the County and the Auxiliary entered into an Amended Agreement.
At the request of the Public Safety Department significant changes have occurred in how the County and the Auxiliary operate, and the operational needs of the EMS Division require a substantially new agreement.
The Auxiliary provides a substantial benefit to the citizens of Manatee County by providing thousands of hours of volunteer work and material assistance to the EMS Division.
County Attorney Review Formal Written Review (Opinion memo must be attached) Explanation of Other Reviewing Attorney RME Instructions to Board Records
Manatee County Government Administrative Center Commission Chambers
April 10, 2012 - 9:00 a.m.
Please forward two executed copies to the Department of Public Safety.
[email protected]
Cost and Funds Source Account Number and Name n/a Amount and Frequency of Recurring Costs n/a Attachment: auxiliary rls response from county attorney.pdf Attachment: auxiliary new agreement.pdf
Manatee County Government Administrative Center Commission Chambers
April 10, 2012 - 9:00 a.m.
TO:
FROM:
THROUGH:
DATE:
MEMORANDUM
Tedd N. Williams-County Attorn~ tjfcj1?- j Robert Michael Eschenfelder-Deputy County Attorni (0 30 January 2012
ATTORNEY
Jaml!ll A. Minix, Chief Deputy County Attorney Maureen S. Sikora, Deputy County Attorney• Robert M. Eschenfelder, Deputy County Altorney Rodney C. Wade, Deputy County Anomey• William E. Clallue, Deputy County Attorney J11mes R. Cooney, Deputy County Attorney Sarab A. Schenk., Deputy County A ttorney•
RE: Agreement with Manatee County EMS Auxiliary (RLS I l-245) (CAO File: 1124-146)
In RLS 11-245, you indicate that in 1982, the County Commission approved of providing assistance to a new group which was to become the Manatee County Emergency Medical Services Auxiliary, Inc. In 1992, a more formal agreement for assistance was approved. You indicate that the current agreement has not been revised for 9 years, and significant changes in both how the County and the Auxiliary operate, and the operational needs ofthe EMS Division, require a substantially new agreement.
Based on the terms and conditions you provided both in your RLS and in follow up meetings, 1 have drafted the attached agreement which should accomplish the business terms requested. Please note that the language concerning audits by the C lerk's Office has been reviewed and approved by Clerk's Audit Director. The agreement is otherwise in sufficient legal form to be presented to the Commission for its consideration. When drafting the agenda memorandum, the form of motion may read, "Motion to approve the agreement between the County and the Manatee County EMS Auxiliary, and to authori7..e the County Administrator or designee to execute same."
1 trust this adequately responds to your request for service. lfyou have other questions, please feel free to contact me.
c: Hon. R.B. "Chips" Shore-Clerk of the Circuit Court Ed Hunzeker-County Administrator Deputy County Administrators Bill Hutchison- Publ ic Safety Director/Acting IT Director Millie Blevins- Internal Audit Director James A. Minix-Chief Deputy County Attorney
• Board Certified City, County & Local Government Law
1112 Manatee Avenue West, Suite 969, P.O. Box !000, Bradenton, FL 34206 (941) 745-3750 • Fax (941) 749-3089
MANATEE COUNTY EMERGENCY MEDICAL SERVICES AUXILIARY AGREEMENT
WHEREAS, on February 23, 1982, the Manatee County Commission (hereinafter "County") authorized providing uniforms to help support a new volunteer organization, which is now known as the Manatee County Emergency Medical Services Auxiliary, Inc. (hereinafter "Auxiliary"); and
WHEREAS, the Auxiliary is an independent Florida non-profit corporation, incorporated under the laws of Florida and governed by a private board of directors; and
WHEREAS, on July 7, 1992, the County and the Auxiliary entered into an agreement which set forth how the EMS Division and the Auxiliary would interact, and provided added support to be provided by the County; and
WHEREAS, on January 9, 1996 and again on May 6, 2003, the County and the Auxiliary revised this agreement, renewing and revising their beneficial relationship; and
WHEREAS, the Auxiliary has supported the Manatee County EMS Division's mission over the years with thousands of hours of volunteer work as well as material assistance due to fund raising efforts, thereby substantially benefitting the citizens of Manatee County; and
WHEREAS, the Manatee County Board of County Commissioners finds that it is in the best interests of the County and its EMS Division and the citizens and visitors it protects, to restate, revise and renew its agreement with the Auxiliary.
NOW, THEREFORE, the Parties hereto agree as follows:
ARTICLE 1: SUPPORT PROVIDED BY AUXILIARY.
A: The Auxiliary will coordinate its volunteer members to provide the following volunteer staffing support:
1. Voluntarily providing first responders, state certified emergency medical technicians (EMTs), and paramedics to assist EMS crews with medical treatment, search and rescue, and related duties.
2. Voluntarily providing non-transport basic life support coverage for special during disaster
4.
1. Voluntarily purchasing miscellaneous equipment, supplies, furniture, or training materials for the County's EMS Division as possible given available funds.
2. Donating funds raised to Manatee County to support the operational needs of the EMS Division.
ARTICLE 2: DUTIES OF AUXILIARY.
A: To ensure the Auxiliary remains a respected and reliable partner for the County's EMS Division, the Auxiliary shall:
1. Regularly provide a current membership roster to the County showing members are fully qualified to perform the volunteer EMS duties they may volunteer to perform through the Auxiliary.
2. Provide to the County a copy of its current articles of incorporation, by laws, minutes, and such other documents, certifications, applications, audits, or other records as requested by the County from time to time, and permit the EMS Chief or designee to attend/observe its board meetings.
3. Submit a financial audit by auditors deemed by the County to be qualified to conduct such audits in such intervals as the County deems appropriate.
4. Not represent itself as an agent of the County, and instruct its members that as volunteers, they are not the agents or employees of the County. This prohibition applies to interactions with any person, governmental unit or corporate entity, including during fund raising initiatives.
5. Conduct its operations in accordance with the provisions of Florida Statutes Chapters 617 and 496, Florida Statutes § 205.192, Section 501 of the Internal Revenue Code, and such other laws, rules and ordinances which may, from time to time, apply to the Auxiliary and its activities.
6. Not grant membership which may result in a volunteer assignment for Manatee County to person who is a current paid employee of
B. To ensure the County only accepts services from Auxiliary volunteers who are suitably qualified to perform such services, the Auxiliary shall:
1. Ensure its volunteer members sign an Auxiliary Service Agreement, in a form reviewed by the County, and provide the original document to the EMS Chief prior to any volunteer services being performed. The EMS Chief may decline to accept volunteer services from any Auxiliary member if, in that official's judgment, such service would not be in the County's best interests.
2. Require all members to have a thorough knowledge of and comply with all statutes, rules, regulations, procedures, code of ethics and general orders of the Auxiliary, Manatee County Emergency Medical Services, the Department of Public Safety and the County, and all related state and federal laws.
3. Ensure its members comply with all state and County laws, ordinances and administrative regulations concerning registration, certification and recertification to perform EMS services on members of the public.
ARTICLE 3: DUTIES OF COUNTY EMS DIVISION.
A: To help support the mission of the Auxiliary, the EMS Division will:
1. Permit the utilization of county equipment, supplies, storage areas, utilities, furniture, fuel, or any other County property (when available), which is needed to carry out missions or projects the EMS Division asks the Auxiliary to perform.
2. Permit Auxiliary volunteers to operate EMS vehicles or other equipment to the extent County policies and procedures and relevant state law allow, and as the ranking EMS officer determines is appropriate and necessary.
3. Permit the Auxiliary to use, in limited fashion, record storage space, meeting/conference rooms, and similar office areas within the Public Safety Department's headquarters, but only to the extent such use is feasible given the Department's needs, and only in accordance with all applicable security and other regulations. Notwithstanding the foregoing, while the Auxiliary use and an approved facility as its
B: Duties Regarding Volunteers ofthe Auxiliary:
1. Provide liability coverage for Auxiliary members who function on behalf of EMS in an official capacity and perfurm duties under EMS Division's direction and to benefit the County. Such coverage shall be that which is set forth in the Manatee County Self-Insurance Ordinance.
2. Furnish members of the Auxiliary with uniforms, badges, rank insignia, and other equipment and supplies as funds and resources are available and approved by the Public Safety Director. These items shall remain property of the County, not be used or worn for any reason outside of performing volunteer services for the County, and shall be returned to the County upon leaving Auxiliary membership or as otherwise requested by the County.
3. Provide members of the Auxiliary with in-service and other trammg opportunities and materials when available, and assist the members in recertification requirements if resources are available.
4. Prohibit any member of the Auxiliary from performing any volunteer service for the County or accessing any County facility where the Public Safety Director, EMS Chief, or ranking on-scene commanding officer determines the best interests of the County require such action.
ARTICLE 4: TERM, TERMINATION AND RENEWAL.
A: Term and Renewal: Notwithstanding the actual dates of execution by the Parties' agents, to coordinate with the County's fiscal year, the initial term of this Agreement shall be Monday, March 5, 2012 through midnight on September 30, 2012. Thereafter, this Agreement shall automatically renew for successive one ( 1) year periods beginning on October 1 of each year, unless either Party shall notify the other of its intention to terminate as outlined below.
B: Termination: Either Party may terminate this Agreement for any reason and at any time upon written notice to the Party's chief administrative officer given at least thirty (30) days before the intended date of termination. Upon termination, the Parties shall promptly ensure the payment or return of all funds or property between the Parties where required.
ARTICLES:
B: COOPERATION WITH AUDIT; MAINTENANCE OF RECORDS. The Auxiliary agrees that it will fully comply with any audit performed on it as provided for in this Agreement. It further agrees that its books and records shall be kept according to accounting procedures approved by the Clerk's Office, ·and shall he triade 'available for inspection by the County, the Clerk's auditors, or by any other party as required by law. In satisfying this requirement, the Auxiliary shall endeavor to recruit a person or persons with suitable legal and financial background to serve on its board of directors to ensure the record-keeping requirements set forth herein are adhered to.
ARTICLE 6: COMPLIANCE WITH LAWS; NON-DISCRIMINATION. The performance of this Agreement shall be in compliance with aU applicable local, state and federal laws and regulations, including but not limited to the federal Health Insurance Portability and Accountability Act. The Parties agree to execute HIP AA business partner agreements separately, as may be required by law. Additionally, the Auxiliary agrees that when performing under this Agreement it and its agents shall refrain from discriminating against any person on the grounds ofrace, religion, color, disability, national origin, gender, age or marital status.
ARTICLE 7: GOVERNANCE OF AUXILIARY. The Auxiliary understands and agrees that since it has a contractual relationship with Manatee County, it shall refrain from recruiting the County Administrator, any employee of the Public Safety Department, or members of the Manatee County Commission, for service on the Auxiliary's board of directors, as this service may, under Florida's ethics laws, create a prohibited conflict of interest or cause such persons to be doing business with their agency. Nothing herein shall be interpreted as prohibiting the attendance of any of these officials at Auxiliary board meetings in an observational or informational role.
ARTICLE 8: LICENSES. The Auxiliary must, by the effective date of this Agreement, possess any licenses required to hold its non-profit status, and shall maintain same in good standing during the term of this Agreement.
ARTICLE 9: APPLICABLE LAW, VENUE. The construction or validity of this Agreement and of any of its terms and conditions, as well as the rights and duties of the Parties hereunder, shall be interpreted and enforced pursuant to and in accordance with the laws of the State of Florida. Venue for any action or proceeding arising hereunder or in connection herewith, including for enforcement or interpretation of this Agreement, shall be exclusively within Manatee County, Florida, with respect to any state claim, and the Middle District of Florida, Tampa Division, for any claims or defenses raised in federal court.
ARTl LE 10: ATTORNEY ' FEES. In any action brought between the Parties to enforce or construe terms of this Agreement, each Party shall bear own attorneys ' fees and costs, including any incurred on appeal, regardless of the resolution of the case or appeal(s).
ARTICLE 11: AMENDMENTS. This Agreement may be modified, amended or extended only by written amendment executed by authorized representatives of both Parties.
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ARTICLE 12: HEADINGS. All articles and descriptive headings of paragraphs in this Agreement are inserted for convenience only and shall not affect the meaning, construction or interpretation ofthe Agreement's terms.
ARTICLE 13: SEVERABILITY. In the event that any term of this Agreement is adjudged by a court of competent jurisdiction to be invalid, such adjudication shall not affect or nullify the remaining terms thereof, nor shall it result in the failure of the Agreement unless the court finds that the remainder of the Agreement cannot be enforced absent the stricken term.
ARTICLE 14: NO THIRD-PARTY BENEFICIARY. This Agreement is for the sole benefit of the Parties thereto and their respective successors and permitted assigns. The Parties expressly represent that they do not intend to benefit any other person or party by entering this Agreement.
ARTICLE 15: AUTHORITY TO EXECUTE. Each Party hereto covenants to the other Party that it has lawful authority to enter into this Agreement and that the Party's representative executing same is authorized to do so on behalf of the Party.
The Parties hereto have caused this Agreement to be duly executed by their authorized
representatives this_ day of February, 2012.
MANATEE COUNTY EMERGENCY MEDICAL SERVICES AUXILIARY, INC.
By: ------------------------- President of the Board as authorized representative
MANATEE COUNTY
Ed Hunzeker, County Administrator as authorized representative
MANATEE COUNTY EMERGENCY MEDICAL SERVICES AUXILIARY AGREEMENT
WHEREAS, on February 23, 1982, the Manatee County Commission (hereinafter "County") authorized providing uniforms to help support a new volunteer organization, which is now known as the Manatee County Emergency Medical Services Auxiliary, Inc. (hereinafter "Auxiliary"); and
WHEREAS, the Auxiliary is an independent Florida non-profit corporation, incorporated under the laws of Florida and governed by a private board of directors; and
WHEREAS, on July 7, 1992, the County and the Auxiliary entered into an agreement which set forth how the EMS Division and the Auxiliary would interact, and provided added support to be provided by the County; and
WHEREAS, on January 9, 1996 and again on May 6, 2003, the County and the Auxiliary revised this agreement, renewing and revising their beneficial relationship; and
WHEREAS, the Auxiliary has supported the Manatee County EMS Division's mission over the years with thousands of hours of volunteer work as well as material assistance due to fund raising efforts, thereby substantially benefitting the citizens of Manatee County; and
WHEREAS, the Manatee County Board of County Commissioners finds that it is in the best interests of the County and its EMS Division and the citizens and visitors it protects, to restate, revise and renew its agreement with the Auxiliary.
NOW, THEREFORE, the Parties hereto agree as follows:
ARTICLE 1: SUPPORT PROVIDED BY AUXILIARY.
A: The Auxiliary will coordinate its volunteer members to provide the following volunteer staffing support:
1. Voluntarily providing first responders, state certified emergency medical technicians (EMTs), and paramedics to assist EMS crews with medical treatment, search and rescue, and related duties.
Voluntarily providing non-transport
1. Voluntarily purchasing miscellaneous equipment, supplies, furniture, or training materials for the County's EMS Division as possible given available funds.
2. Donating funds raised to Manatee County to support the operational needs of the EMS Division.
ARTICLE 2: DUTIES OF AUXILIARY.
A: To ensure the Auxiliary remains a respected and reliable partner for the County's EMS Division, the Auxiliary shall:
1. Regularly provide a current membership roster to the County showing members are fully qualified to perform the volunteer EMS duties they may volunteer to perform through the Auxiliary.
2. Provide to the County a copy of its current articles of incorporation, by laws, minutes, and such other documents, certifications, applications, audits, or other records as requested by the County from time to time, and permit the EMS Chief or designee to attend/observe its board meetings.
3. Submit a financial audit by auditors deemed by the County to be qualified to conduct such audits in such intervals as the County deems appropriate.
4. Not represent itself as an agent of the County, and instruct its members that as volunteers, they are not the agents or employees of the County. This prohibition applies to interactions with any person, governmental unit or corporate entity, including during fund raising initiatives.
5. Conduct its operations in accordance with the provisions of Florida Statutes Chapters 617 and 496, Florida Statutes § 205.192, Section 501 of the Internal Revenue Code, and such other laws, rules and ordinances which may, from time to time, apply to the Auxiliary and its activities.
B. To ensure the County only accepts services from Auxiliary volunteers who are suitably qualified to perform such services, the Auxiliary shall:
1. Ensure its volunteer members sign an Auxiliary Service Agreement, in a form reviewed by the County, and provide the original document to the EMS Chief prior to any volunteer services being performed. The EMS Chief may decline to accept volunteer services from any Auxiliary member if, in that official's judgment, such service would not be in the County's best interests.
2. Require all members to have a thorough knowledge of and comply with all statutes, rules, regulations, procedures, code of ethics and general orders of the Auxiliary, Manatee County Emergency Medical Services, the Department of Public Safety and the County, and all related state and federal laws.
3. Ensure its members comply with all state and County laws, ordinances and administrative regulations concerning registration, certification and recertification to perform EMS services on members of the public.
ARTICLE 3: DUTIES OF COUNTY EMS DIVISION.
A: To help support the mission ofthe Auxiliary, the EMS Division will:
1. Permit the utilization of county equipment, supplies, storage areas, utilities, furniture, fuel, or any other County property (when available), which is needed to carry out missions or projects the EMS Division asks the Auxiliary to perform.
2. Permit Auxiliary volunteers to operate EMS vehicles or other equipment to the extent County policies and procedures and relevant state law allow, and as the ranking EMS officer determines is appropriate and necessary.
3. Permit the Auxiliary to use, in limited fashion, record storage space, meeting/conference rooms, and similar office areas within the Public Safety Department's headquarters, but only to the extent such use is feasible given the Department's needs, and only in accordance with all applicable other
B: Duties Regarding Volunteers of the Auxiliary:
1. Provide liability coverage for Auxiliary members who function on behalf of EMS in an official capacity and perform duties under EMS Division s direction and to benefit the County. Such coverage sbaJI be that which is set forth in the Manatee County Self-Insurance Ordinance.
2. Furnish members of the Auxiliary with uniforms badges, rank insignia, and other equipment and supplies as funds and resources are available and approved by the Public Safety Diiector. These items shall remain property of the County, not be used or worn for any reason outside of perfonning volunteer services for the County, and shall be returned to the County upon leaving Auxiliary membership or as otherwise requested by the County.
3. Provide members of the Auxiliary with in-service and other training opportunities and materials when available, and assist the members in recertification requirements if resources are available.
4. Prohibit any member of the Auxiliary from performing any volunteer service for the County or accessing any County facility where the Public Safety Director, EMS Chief, or ranking on-scene commanding officer determines the best interests of the County require such action.
ARTICLE 4: TERM, TERMINATION AND RENEWAL.
A: Term and Renewal: Notwithstanding the actual dates of execution by the Parties' agents, to coordinate with the County's fiscal year, the initial term of this Agreement shall be Monday, March 5, 2012 through midnight on September 30, 2012. Thereafter, this Agreement shall automatically renew for successive one ( l) year periods beginning on October 1 of each year, unless either Party shall notify the other of its intention to terminate as outlined below.
B: Termination: Either Party may terminate this Agreement for any reason and at any time upon written notice to the Party' s chief administrative officer given at least thirty (30) days before the intended date of termination. Upon termination, the Parties shall promptly ensure the payment or return of all funds or property between the Parties where required.
ARTICLE 5: RECORDS AND AUDITS.
A: AUDIT. The Manatee Clerk of the Circuit Court, who is not a Party to this Agreement but who nevertheless has for many years performed periodic audits of the Auxiliary's books and records, has informed the Parties that the Clerk 's Internal Audit Department will perform a bi-annual audit of the Auxiliary. The Auxiliary understands that as an independent constitutional officer not a party to this Agreement, the Clerk reserves the right to cease performing such audits, or to change their schedule as the Clerk deems is in the public's interest.
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B: COOPERATION WITH AUDIT; MAINTENANCE OF RECORDS. The Auxiliary agrees that it will fully comply with any audit performed on it as provided for in this Agreement. It further agrees that its books and records shall be kept according to accounting procedures approved by the Clerk's Office, and shall be made available for inspection by the County, the Clerk's auditors, or by any other party as required by law. In satisfying this requirement, the Auxiliary shall endeavor to recruit a person or persons with suitable legal and financial background to serve on its board of directors to ensure the record-keeping requirements set forth herein are adhered to.
ARTICLE 6: COMPLIANCE WITH LAWS; NON-DISCRIMINATION. The performance of this Agreement shall be in compliance with all applicable local, state and federal laws and regulations, including but not limited to the federal Health Insurance Portability and Accountability Act. The Parties agree to execute HIP AA business partner agreements separately, as may be required by law. Additionally, the Auxiliary agrees that when performing under this Agreement it and its agents shall refrain from discriminating against any person on the grounds of race, religion, color, disability, national origin, gender, age or marital status.
ARTICLE 7: GOVERNANCE OF AUXILIARY. The Auxiliary understands and agrees that since it has a contractual relationship with Manatee County, it shall refrain from recruiting the County Administrator, any employee of the Public Safety Department, or members of the Manatee County Commission, for service on the Auxiliary's board of directors, as this service may, under Florida's ethics laws, create a prohibited conflict of interest or cause such persons to be doing business with their agency. Nothing herein shall be interpreted as prohibiting the attendance of any of these officials at Auxiliary board meetings in an observational or informational role.
ARTICLE 8: LICENSES. The Auxiliary must, by the effective date of this Agreement, possess any licenses required to hold its non-profit status, and shall maintain same in good standing during the term of this Agreement.
ARTICLE 9: APPLICABLE LAW, VENUE. The construction or validity of this Agreement and of any of its terms and conditions, as well as the rights and duties of the Parties hereunder, shall be interpreted and enforced pursuant to and in accordance with the laws of the State of Florida. Venue for any action or proceeding arising hereunder or in connection herewith, including for enforcement or interpretation of this Agreement, shall be exclusively within Manatee County, Florida, with respect to any state claim, and the Middle District of Florida,
for or court.
ARTICLE 12: HEADINGS. All articles and descriptive headings of paragraphs in this Agreement are inserted for convenience only and shall not affect the meaning, construction or interpretation of the Agreement's terms.
ARTICLE 13: SEVERABILITY. In the event that any term of this Agreement is adjudged by a court of competent jurisdiction to be invalid, such adjudication shall not affect or nullify the remaining terms thereof, nor shall it result in the failure of the Agreement unless the court finds that the remainder of the Agreement cannot be enforced absent the stricken term.
ARTICLE 14: NO THIRD-PARTY BENEFICIARY. This Agreement is for the sole benefit of the Parties thereto and their respective successors and permitted assigns. The Parties expressly represent that they do not intend to benefit any other person or party by entering this Agreement.
ARTICLE 15: AUTHORITY TO EXECUTE. Each Party hereto covenants to the other Party that it has lawful authority to enter into this Agreement and that the Party's representative executing same is authorized to do so on behalf of the Party.
The Parties hereto have caused this Agreement to be duly executed by their authorized
representatives this_ day of April , 2012.
MANATEE COUNTY EMERGENCY MEDICAL SERVICES AUXILIARY, INC.
By:
