pines fire agreement.pdf

8/2/2019 pines fire agreement.pdf

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Agreement

Between

CITY OF PEMBROKE PINES

a n d

THE TOWN OF S OUTHWEST RANCHES

f o r

DELIVERY OF EMERGENCY MEDICAL FIRE PROTECTION AND

FIRE PREVENTION SERVICES


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This Agreement is made by and between the City of Pembroke Pines, a municipalcorporation of this State of Florida (hereinafter referred to as "CITY), and the TOWN OFSOUTHWEST RANCHES, a municipal corporation of the State of Florida (hereinafter referredto as "TOWN"). This Agreement reflects the material terms that have been agreed to, by therespective representatives.

WHEREAS, CITY and TOWN desire to enter into this Agreement to provide for thedelivery of emergency medical, fire protection and fire prevention services by CITY to theTOWN and to specify how such emergency medical, fire protection and fire prevention serviceswill be provided; and

WHEREAS, CITY and TOWN believe that the following terms and conditions aremutually beneficial and that it is in the best interest of the public to enter into this Agreement;

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises, termsand conditions set forth herein, and other good and valuable consideration, CITY and TOWN do

hereby agree as follows:

A R T I C L E I

BACKGROUND PURPOSE AND INTENT

1.1 The above recitals are true and correct and are incorporated herein as if set forth in fullhereunder.

1.2 It is the purpose and intent of this Agreement for CITY and TOWN to provide for ameans by which each governmental entity may exercise cooperatively its respectivepowers and privileges in order to further a common goal.

1.3 The TOWN and CITY find the method of delivery of emergency medical, fire protectionand fire prevention services set forth in this Agreement is in the best interest of thepublic and can best be accomplished through coordination of the provision of suchservices as set forth herein.

ARTICLE 2

DEFINITIONS AND IDENTIFICATIONS

2.1 Agreement -- means this document, Articles 1 through 24, inclusive. Other termsand conditions are included in the exhibits and documents that are expresslyincorporated by reference.

2.2 City -- shall mean the City of Pembroke Pines, a municipal corporation organizedand existing under the laws of the State of Florida and located within the boundariesof Broward County, Florida.


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2.3 City Station 101shall mean the Citys fire station generally located at 6057 SW 198 thTerrace.

2.3 Effective Date -- shall mean October 1, 2011.

2.4 Emergency Medical Services (EMS)

means those basic life support andadvanced life support services defined in Section 401.23, Florida Statutes, as may beamended from time to time.

2.5 Fire Prevention Services -- shall mean fire prevention programs and activitiesincluding inspection services; plan review; development review; fire investigations;inspection and testing of fire hydrants and fire wells; public education; andenforcement of applicable Fire Codes.

2.6 Fire Protection Services means all fire suppression calls hazardous conditionsresponses; and the management of all emergency equipment, emergency

personnel and emergency incident scenes.

2.7 Out of Service means the apparatus and/or personnel assigned to thegeographic area are not available to respond to an emergency incident.

2.8 Response Time means the elapsed time period from the time the CITY receivesnotice of the required dispatch until the appropriate unit arrives on the scene of theincident as recorded by the CITYs system.

2.9 Service Area means the geographic area that includes all areas within thecorporate limits of the Town of Southwest Ranches.

2.10 TOWN -- shall mean the Town of Southwest Ranches, a municipal corporationorganized and existing under the laws of the State of Florida and located within theboundaries of Broward County, Florida.

2.11 Towns Fire Station -- shall mean the Towns property generally located at 17220Griffin Road, which is utilized by the Towns Volunteers and the Towns fire service

provider.

2.11 Town Administrator -- shall mean the duly appointed and validly existingadministrator of the TOWN. In the absence of the Town Administrator, theAssistant Town Administrator or person acting in the capacity of TownAdministrator shall have the same authority as that of the Town Administrator.

2.12 Volunteersshall mean the Town of Southwest Ranches Volunteer Fire-Rescue, Inc.


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ARTICLE 3

GENERAL TERMS AND CONDITIONS

3.1 CITY and TOWN shall abide by and perform all of their respective obligations set forthherein.

3.2 CITY and TOWN hereby recognize that CITY, through its Department of Fire Rescueand Emergency Services provides fire-rescue services throughout the CITY, and mayprovide coverage outside of its municipal limits except as specified herein. As it relatesto the CITYs personnel at City Station 101, in addition to servicing the CITY, theTOWN, the City of Weston, as delineated in Article 14 below, and providing mutual aid,City Station 101 may service the finite unincorporated area surrounding the BrowardCounty Womans Prison and the immediate area, which is bordered by Griffin Road,Sheridan Street, and US-27. As it relates to the CITYs personnel at the Towns Fire

Station, the CITYs personnel shall only be utilized to service the TOWN, the CITY, theCity of Weston, as delineated in Article 14 below, and if available to provide mutual aid.The CITYs personnel at the Towns Fire Station shall not be utilized to service theunincorporated area. The Towns Volunteer Fire Department personnel at City Station101 and the Towns Fire Station shall provide service to the TOWN, the City of Weston,as delineated in Article 14 below, and may provide mutual aid as directed by the Chief ofthe Volunteer Fire Department.

3.3 In the event TOWN becomes dissatisfied with the performance of CITYs personnel,TOWN shall provide notification to CITY. Thereafter, representatives from TOWN andCITY will meet to discuss possible remedies to resolve the applicable issues to thesatisfaction of both parties.

3.4 Response times are a critical element to this Agreement. As such, each year the TownAdministrator and CITY shall meet in good faith to establish maximum average responsetimes for all fire suppression and rescue/EMS dispatch calls. The maximum agreed toaverage shall not be more than the 2011 monthly average response time provided by theBroward Sheriffs Office to the Town for all fire suppression and rescue/EMS dispatchcalls. This maximum monthly average calculation shall not take effect until six (6)months following this Agreements commencement date. In the event that after a six (6)month review it is determined that this maximum response time is not feasible, bothparties shall immediately meet in good faith to determine how response times can beimproved and if necessary to establish a modified maximum average response. Theresponse time will be measured from the time the CITY is notified of the necessarydispatch, to the time the unit officially arrives at the dispatched address and notifies theCITY of arrival. CITY and TOWN agree that the closest unit is the best practice forreducing response times. TOWN agrees that CITY shall coordinate to insure the properresponse profiles are implemented and maintained. TOWN shall be provided with a copyof any changes in response profiles if they will have an effect on the response time forTOWN.


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3.5 CITY shall provide the TOWN a written monthly report detailing types and number ofcalls for service within TOWN, and the detailed monthly response times. TOWN andCITY agree that response times are vital to the delivery of life/safety services and that ifthe response times were in excess of the response times agreed to by the parties that theTOWN would not be seeking to enter into an Agreement. Accordingly, CITY agrees that

if it fails to meet the average monthly response times outlined above for one monthwithin a calendar year, that CITY will notify TOWN, in writing, of a plan to correctthe average response times for the future delivery of these vital services. CITY agreesthat upon a second occurrence of its failure to meet the average monthly response timewithin a calendar year that the Town may terminate this Agreement upon thirty (30) dayswritten notice.

3.6 CITY shall provide a liaison between CITY and TOWN who shall function as a memberof TOWNS staff with regard to fire-rescue issues and report to Town Administrator inthat capacity. If requested by the Town Administrator, and needed to respond to a firerelated issue, CITY shall provide the assigned liaison to attend regular and special

meeting of the TOWN Council or TOWN staff meeting(s) to facilitate the flow ofinformation between CITY and the TOWN.

3.7 If necessary, and if it is unable to share the TOWNs Volunteer Fire Departments Stationnumber or keep its existing station number, the CITY shall assist the TOWN in gettingthe Towns Station assigned a station number within ninety (90) days of the

commencement of this Agreement.

ARTICLE 4

DELIVERY OF FIRE & EMERGENCY MEDICAL SERVICES

4.1 CITY shall provide at the Towns Fire Station: one (1) ALS re scue transport and one (1)Class A ALS fire engine to provide emergency medical and fire services. Town mayprovide one (1) Class A 2,500 gallon ALS tanker truck to provide emergency fireservices to the TOWN. These vehicles will serve, on a first-alarm basis as stated inSection 3.2 above.

CITY shall provide at City Station 101: one (1) Class A ALS fire engine to provideemergency medical and fire service. This vehicle will serve, on a first-alarm basis, asstated in Section 3.2 above . The TOWN may also provide one (1) ALS rescue transportto provide emergency medical service on a first-alarm basis, as stated in Section 3.2above.


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4.2 CITY shall provide staffing twenty four hours a day, seven days a week, in theminimum amount as follows:

Towns Fire Station:

Personnel:

One (1) company officer (lieutenant or captain) Firefighter ParamedicOne (1) Driver Engineer Firefighter ParamedicOne (1) Firefighter Paramedic

Under the direction of the CITY, the Towns Volunteers, Certified for Fire I and/or FireII, shall be utilized to supplement the CITYs personnel, and shall be authorized to rideon all vehicles when responding to all service calls as determined by the company officer.The TOWN may provide staffing twenty four hours a day, seven days a week, inthe minimum amount as follows:

Two (2) Firefighters

City Station 101

Personnel:

One (1) company officer (lieutenant or captain) Firefighter ParamedicOne (1) Firefighter ParamedicOne (1) Firefighter

Under the direction of the CITY, the TOWN, through its Volunteers, may house up tothree (3) Volunteers, of which two (2) must be Firefighter Paramedics at City Station 101in the event that the TOWN decides to operate an ALS rescue transport from this station.In the event that the Town decides to operate an ALS rescue transport from this station,the CITYs company officer shall be present at all response calls.

4.4 Ex ce pt fo r fir e pro te ct io n an d emergency medical services pr ov id ed b y theVolunteers, mutual aid responses, Countywide services, and maintenance of theTOWNs firewells, CITY shall not utilize a third party provider for the provision offire protection services without TOWN's advance written approval; provided thatCITY may utilize the services of third parties without TOWN's advance writtenapproval in instances of mass casualties where, in CITY's sole determination, thecircumstances are such that the services required are beyond the response capacity ofCITY and TOWN.

4.5 CITY possesses and shall maintain throughout the term of the Agreement a Class 1ALS Rescue Certificate of Public Convenience and Necessity (CON) and anappropriate State of Florida license enabling CITY to provide advanced lifesupport services, as well as basic life support services, to patients upon arrival at


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emergency scenes requiring immediate emergency medical care.

4.6 CITY shall provide emergency medical transportation for all patients requiring ALS/BLStransportation to an appropriate hospital emergency department.

4.7 The parties acknowledge and agree that CITY shall invoice the recipient ofALS/BLS transport services within thirty (30) calendar days from the date services wererendered in accordance with the fee schedule adopted by the TOWN. CITY agrees toreturn to TOWN all emergency medical services transport fees collected by CITY forservices provided within the Service Area less any direct expenses paid by the CITY and thenless five (5) percent for the CITYs collection services. Said amount less any documenteddeduction, shall be provided to the TOWN within thirty (30) calendar days of the CITYs receiptof same.

ARTICLE 5

FIRE PREVENTION SERVICES

5.1 The Town may utilize the CITY to provide the following services, which have already beenfactored into the consideration of this Agreement:

a. Annual inspections of every non-residential establishment within the TOWN.CITY shall provide the TOWN with records of such inspections within a week ofcompletion of the inspection work;

b. Plan review;

c. Development review;

d. Inspection and painting, as necessary, of fire hydrants and fire wells within theTOWN at a minimum of twice per year with such inspections occurring no lessthan four (4) months apart. CITY shall provide TOWN with records of suchinspections upon completion of each six (6) month inspection/testing period.CITY shall report to TOWN, in writing, any hydrants or wellsrequiring maintenance or repairs, along with any recommendedlocations for additional hydrants or wells. Such recommendations may beimplemented, at the Towns sole cost and expense, upon the approval of the

TOWN, which approval shall not be unreasonably withheld; and

5.2 CITY's Fire Marshal or designee, shall be deemed to be the Chief Fire CodeOfficial for the TOWN as required by the Florida Fire Prevention Code and the BrowardCounty Local Fire Code amendments and will be assisted by Fire Inspectors asneeded.

5.3 The parties acknowledge and agree that the TOWN shall invoice, collect andretain fees from property owners for fire inspection and prevention services,including but limited to, fire inspections, plan review, false alarm fees. The fees and


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charges for providing said services shall be in accordance with the schedule of feesand charges as adopted by the TOWN.

ARTICLE 6

COMMUNICATIONS

6.1 CITY shall provide TOWN with full fire and emergency medical dispatchingservices in the same manner said services are provided to CITY.

6.2 Communications equipment will be maintained pursuant to the terms andconditions set forth in Article 13 of this Agreement.

6.3 When a call is dispatched by CITY, CITY shall immediately notify the Volunteers of thedispatch via Volunteers paging or other similar notification/communication devise.

ARTICLE 7

VOLUNTEERS

7.1 The CITY will work cooperatively and in good faith with the Southwest RanchesVolunteer Fire-Rescue, Inc. ("Volunteers") regarding the Volunteers' active role inproviding emergency medical and fire protection services to the TOWN. In addition toworking directly with the Volunteers and allowing them to assist and ride along on allTOWN calls, the Volunteers shall also be afforded the same training opportunitiesavailable to CITY fire and rescue personnel.

7.2 The CITY will provide the Volunteers with the equipment specifically described inExhibit A for the Volunteer's use. Upon the expiration or termination of theAgreement, CITY may request that the Volunteers return all CITY ownedequipment.

7.3 The Volunteers may utilize the CITYs vehicular maintenance service s and all costsfor service/repairs on TOWN and Volunteer vehicles will be the responsibility ofthe TOWN The TOWN and Volunteers shall be allowed to piggy back onto anyCITY contract, and to utilize the CITYs buying power, for more competitivepricing.

7.4 In the event that the CITY has an issue with a Volunteer, the CITY shallimmediately notify a Volunteer Officer, who shall be charged with the responsibilityof investigating the issue and if necessary taking the appropriate disciplinary action.If the issue is egregious and the CITYs Fire Chief disagrees with the action takenby the Volunteer Officer, the CITY may prevent that Volunteer from participatingon future calls on CITYs vehicles.


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ARTICLE 8

SPECIAL DETAILS

8.1 CITY shall provide fire rescue personnel to support both TOWN Sponsored Eventsand Non-TOWN Sponsored Events occurring within the TOWN in accordance withCITY's Special Details Policies and Procedures. CITY shall cooperate with the TOWNand follow TOWN procedures in the permitting of such special events. The TOWNagrees to authorize CITY to act as the public safety representative for the TOWN in thepermitting of special events.

8.2 TOWN Sponsored Events. CITY will provide fire rescue personnel, including on-dutypersonnel as agreed upon by the CITY and TOWN, for TOWN Sponsored Events,limited to no more than six (6) TOWN sponsored events per calendar year.

8.3 Non-TOWN Sponsored Events. The number of fire rescue personnel to bededicated or assigned to an event shall be worked out between CITY and the non-TOWN sponsoring agency, and all costs for such detail services shall be borne bythe sponsoring agency and not the TOWN.

8.4 Unless agreed in writing by the Town prior to the sponsored event, all SpecialDetails shall be off-duty personnel.

ARTICLE 9

MEDICAL DIRECTION

CITY presently has and shall provide throughout the term of the Agreement a MedicalDirector as required by Chapter 401, Florida Statutes, and shall utilize the medicaltreatment protocols of CITY's Medical Director. The CITYs Medical Director shall also bedeemed to be the Medical Director for the TOWN and may be utilized by the TOWN andVolunteers for that purpose.

ARTICLE 10

CONTROL OF FIRE, EMERGENCY OR DISASTER SCENE

CITY shall have command of all fire rescue and emergency services incidents occurringin the Service Area.


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ARTICLE 11

VEHICLES

11.1 On the Effective Date of the Agreement, the CITY will assign the following vehicles

to the TOWN to be used by CITY to provide emergency medical and fire protectionservices to the TOWN:

Towns Fire Station:

Fire Apparatus:

One (1) Class A ALS Fire Engine

ALS Rescue Transport:

One (1) ALS Rescue Unit International Medium Duty Ambulance

TOWN may provide:

One (1) Class A ALS 2,500 Gallon Tanker Truck, subject to Section 11.5 below

City Station 101

Fire Apparatus:

One (1) Class A ALS Fire Engine

TOWN may provide:

One (1) ALS Rescue Transport

11.2 The CITY, at CITYs sole cost and expense, shall be responsible for the maintenance ofall CITY owned vehicles. The CITY will maintain the vehicles in accordanceto the vehicle manufacturer's specifications and recommendations. The CITY willretain the vehicle maintenance records.

11.3 The CITY shall be responsible for equipping all vehicles utilized by CITY with allnecessary equipment, as determined by CITY, for emergency medical services and fireprotection services, including communication devices and shall be responsible for themaintenance of such equipment. Any fixtures attached to the vehicles shall becomethe property of the title owner of such vehicle.

11.4 CITY agrees to provide temporary replacement of the ALS Fire Engines and theALS Rescue Unit in the event that a vehicle normally responding within theTOWN becomes inoperable, or requires maintenance services or is "out of


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service." When it is apparent that a unit(s) normally responding into the Service Areawill be engaged in activities for an extended period, backup equipment and personnelwill be dispatched to provide supplemental coverage.

11.5 In regards to the 2,500 Gallon Tanker Truck, since this vehicle is not a type of vehicle

presently within the CITYs fleet of vehicles, if the TOWN desires to add this vehicle,CITY agrees to utilize this vehicle, but that the cost of the maintenance, purchase, orlease of this vehicle shall be at TOWNs sole cost and expense.

A R T I C L E 1 2

TOW N S FIRE STATION

12.1 The TOWNs Fire Stations modular structures shall be deemed sufficient to houseCITY and its vehicles.

12.2 All janitorial, maintenance and repair services for the interior and exterior of the firestation shall be supplied bythe TOWN which shall include, but shall not be limited to,lawn maintenance, maintaining the roof, lighting, walls, foundations, sidewalks, carpet,paint, ceilings, doors, windows, sprinkler and hot water systems, heating systems airconditioning systems, plumbing, wiring, electrical fixtures, kitchen equipment (i.e. icemaker, stove, refrigerator), washer/dryer, all other equipment necessary to house theFire Rescue personnel assigned to the TOWN, and all other structural components,leasehold improvements, and fixtures, except for fixtures that the CITY provides eventhough the CITY is not obligated to provide fixtures other than those included withinthe modular structure. TOWN further agrees to maintain in good repair the parking areaand all common areas. TOWN shall also make any repairs necessitated by waterseepage or by other causes not under CITY's control. TOWN shall also make allrepairs or changes which may be necessary to make the fire station and the useherein contemplated comply with applicable laws, ordinances, orders or regulationsof any federal, state, county or TOWN's authority now in effect unless specificallyexempted therefrom.

12.3 TOWN shall provide CITY with all utility services required for the fire station,which shall include electric, water, telephone, cable, internet service, and trashcollection.

ARTICLE 13

EQUIPMENT

The CITY will provide the equipment specifically described in Exhibit A, which isattached and incorporated herein. In the event of termination or upon the expiration ofthe contractual relationship between the CITY and the TOWN for fire rescue services, theequipment, unless paid for by the TOWN, shall remain in the ownership of the CITY.


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ARTICLE 14

AUTOMATIC AID

If the TOWN and CITY can agree on the finite boundaries, The CITY and TOWN will

work diligently, cooperatively and in good faith to obtain an automatic aid agreement betweenthe City of Weston and the TOWN. In the event that such an agreement is obtained, service tothe City of Weston shall be rendered only through the use of the Town Fire Station vehicles andpersonnel.

ARTICLE 15

CONSIDERATION

15.1 The TOWN agrees to pay CITY, in consideration for the services described herein

as follows:

Town shall pay CITY Two Hundred and Ten Thousand Dollars and Zero Cents($210,000.00) per month payable on the first of each month .

15.2 On or before June 1st of each calendar year the parties shall meet to review the budget forservices to be provided pursuant to this Agreement for the next fiscal year. In the eventthat CITY seeks to increase the consideration by more than three percent (3%) and theparties cannot agree on a contractual price, this Agreement may be terminated, withoutcause, upon CITY providing the TOWN with one hundred and eighty (180) days writtennotice. If CITY elects to terminate the Agreement, the TOWN agrees to pay the CITYthe then current rate plus three percent (3%) until the expiration of the term.

15.3 Fees and Revenues:

a. The parties acknowledge and agree that CITY may invoice, collect,and retain all revenues from those companies or persons directly receivinghazardous materials mitigation services or technical rescue services.

b. CITY shall be entitled to retain fees, in accordance with Article 10, for: (a)non-TOWN sponsored events (b) Emergency Medical Services StandbyServices; (c) Fire Protection Standby Services; (d) Fire PreventionStandby Services; (e) Non-TOWN Special Event Permits; and (f)After Hour Inspection Services.

15.4 TOWN agrees to take all action necessary to insure that CITY is lawfullyempowered to invoice and collect fees described above with the exception ofSection 5.3(a) , which is collected by the TOWN.

15.5 TOWN agrees to pay for the services provided under this Agreement. TOWNshall be obligated to pay for the services from any or all legal revenue sources


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available to it or which may be made available to it.

ARTICLE 16

REPORTING

CITY will provide the Town Administrator with a monthly report addressing the statusand activities of CITY's emergency medical, fire protection, and fire prevention services to theTOWN pursuant to the Agreement. Such report shall contain, at a minimum, thefollowing: time call received by CITY's Fire Rescue Communications Center, time of dispatch,identification of units dispatched, classification of call, time in route, and time of arrival. Everyweek, CITY shall provide Volunteers with a copy of its weekly service report.

ARTICLE 17

TERM OF AGREEMENT

17.1 The Agreement shall commence on October 1, 2011, and shall continue for aninitial term of five (5) years ending on September 30, 2016. Thereafter, theAgreement may be renewed for successive five (5) year periods upon mutualwritten agreement of the TOWN and CITY.

17.2 The Agreement may be terminated only as provided for herein unless otherwiseagreed upon in writing by the parties.

ARTICLE 18

TERMINATION

18.1 In addition to and notwithstanding any other provisions of the Agreement, thisAgreement may be terminated by the TOWN for convenience upon providing the CITYwith four (4) months written notice as provided for herein.

18.2 In addition to and notwithstanding any other provisions of the Agreement, thisAgreement may be terminated by the CITY for convenience upon providing the TOWNwith nine (9) months written notice as provided for herein.

18.3 In the event that either party hereto materially defaults in the performance of any ofits duties or obligations hereunder and does not substantially cure such default withinthirty (30) days after being given written notice specifying the default ("cure period"),then the party not in default may, by giving at least thirty (30) days written notice afterthe cure period to the defaulting party, terminate the Agreement as of a date specifiedin such notice of termination.

18.4 In the event that the TOWN fails to make any payments pursuant to this Agreement, the


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CITY shall promptly notify the TOWN in writing of the delinquency. If payment is notreceived by the CITY within forty-five (45) days of receipt of the notice of thedelinquency by the TOWN, then this Agreement may be immediately terminated by theCITY.

18.5 In the event of termination or expiration of the Agreement, CITY and TOWN shallcooperate in good faith in order to effectuate a smooth and harmonious transitionfrom CITY to a TOWN fire department, which is operated by the TOWN or pursuantto a contract with a third party provider, and to maintain during such period oftransition the same high quality of fire rescue services as contemplated by theAgreement.

18.6 The parties agree that upon any termination of expiration of the Agreement, theTOWN may consider CITY personnel who may be displaced by such termination orexpiration for positions within its municipality.

ARTICLE 19

DEFAULT

If CITY or TOWN fails to perform or observe any of the material terms andconditions of the Agreement for a period of thirty (30) calendar days after receipt ofwritten notice of such default from the other party except for failure to pay which will beforty-five (45) calendar days after receipt of written notice. The party giving notice ofdefault may be entitled, but is not required, to seek performance of the Agreement on anexpedited basis, as the performance of the materials terms and conditions contained hereinrelate to the health, safety, and welfare of the residents subject to the Agreement. Theparties acknowledge that money damages or other legally available remedies may beinadequate for the failure to perform, and that the party giving notice, if entitled to obtainan order requiring specific performance by the other party. This article shall be withoutprejudice to the rights of any party to seek a legal remedy for any breach of the other partyas may be available to it in law or equity.

In the event the TOWN fails to pay within the above stated forty-five (45) dayperiod, CITY shall be entitled to the remedies provided under the Florida Prompt PaymentAct or shall be entitled to terminate the Agreement upon thirty (30) days prior writtennotice of such termination.

ARTICLE 20

INSURANCE

20.1 CITY and the Town agree to maintain qualified insurance coverage at all times, withsufficient limits that will meet all state of Florida requirements for units of localgovernment. This includes all necessary general and professional liability, vehicle andworkers compensation and in no case shall the coverage be less than limits for statutory


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waiver of sovereign immunity. CITY shall list TOWN as an additional insured on its fireservices policy and shall provide TOWN with proper certificates of insurance.

ARTICLE 21

LIABILITY

21.1 The TOWN and the CITY shall each be separately liable and responsible for theactions of their respective officers, agents and employees in the performance of theirrespective obligations under the Agreement.

21.2 To the extent permitted by law, the TOWN shall indemnify, defend, and hold the CITY,its officials, agents, servants and employees, harmless from any and all liability,actions, causes of action, suits, trespasses, damages, judgments, executions,claims and demands of any kind whatsoever, in law or in equity, which results from orarises out of the intentional or negligent acts or omissions of the TOWN, its

employees, agents, or servants and the TOWN shall indemnify the CITY, itsofficials, agents, servants and employees, for damages, judgments, claims, costs,expenses, including reasonable attorney's fees, which the CITY, its officials,agents, servants and employees, might suffer in connection with or as a result of theintentional or negligent acts of the TOWN, its employees, agents, or servants. Forpurposes of this provision, the TOWN's employees shall not be deemed agents orservants of the CITY and the CITY's employees shall not be deemed agents orservants of the TOWN. The TOWN will at all times be entitled to the benefits ofsovereign immunity as provided in Florida Statutes, Section 768.28, and common law.Nothing contained in the Agreement shall be construed as a waiver of sovereignimmunity.

21.3 To the extent permitted by law, the CITY shall indemnify, defend, and hold the TOWN,its officials, agents, servants and employees, harmless from any and all liability,actions, causes of action, suits, trespasses, damages, judgments, executions,claims anddemands of any kind whatsoever, in law or in equity, which results from orarises out of the intentional or negligent acts or omissions of the CITY, its employees,agents, servants and the CITY shall indemnify the TOWN, its officials, agents,servants and employees, for damages, judgments, claims, costs, expenses, includingreasonable attorney's fees, which the TOWN, its officials, agents, servants andemployees, might suffer in connection with or as a result of the intentional or negligentacts of the CITY, its employees, agents, or servants. For purposes of this provision,

the TOWN's employees shall not be deemed agents or servants of the CITY and theCITY's employees shall not be deemed agents or servants of the TOWN. The CITYwill at all times be entitled to the benefits of sovereign immunity as provided in FloridaStatutes, Section 768.28, and common law. Nothing contained in the Agreement shall beconstrued as a waiver of sovereign immunity.


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ARTICLE 22

MISCELLANEOUS

22.1 Joint Preparation: The preparation of this Agreement has been a joint effort of the parties

hereto and the resulting document shall not, solely as a matter of judicial construction, beconstrued more severely against one of the parties than the other.

22.2 Merger: This Agreement incorporates and includes all prior negotiations,correspondence, agreements or understandings applicable to the matterscontained herein; and the parties agree that there are no commitments,agreements or understandings concerning the subject matter of the Agreement thatare not contained in this document. Accordingly, the parties agree that no deviationfrom the terms hereof shall be predicated upon any prior representations oragreements whether oral or written. It is further agreed that no change,amendment, alteration or modification in the terms and conditions contained

herein shall be effective unless contained in a written document executed with the sameformality and of equal dignity herewith by all parties to the Agreement.

22.3 Assignment: The respective obligations of the parties set forth herein shall not beassigned, or subcontracted in whole or in part, without the written consent of the otherparty.

22.4 Records and Audit: TOWN and CITY shall each maintain their ownrespective records and documents associated with the Agreement in accordance withthe requirements for records retention set forth in Chapter 119, Florida Statutes.Each part y shall have the right to audit the books, records, and accounts of theother that are related to the Agreement including, but not limited to those relating to,costs, revenues and special assessments. In addition, each party shall keep suchbooks, records, and accounts as may be necessary in order to record complete andcorrect entries related to the Agreement. Each party shall preserve and makeavailable, at reasonable times for examination and audit by the other, all financialrecords, supporting documents, statistical records, and any other documentspertinent to the Agreement. If an audit has been initiated and audit findings have notbeen resolved, the books, records, and accounts shall be retained until resolution ofthe audit findings. No confidentiality or nondisclosure requirement of eitherfederal or state law shall be violated by either party.

22.5 Contract Administrators: The Contract Administrators for the Agreement are the CityManager or designee, for CITY, and Town Administrator or designee, for TOWN. Inthe implementation of the terms and conditions of the Agreement, ascontrasted with matters of policy, all parties may rely upon instructions ordeterminations made by the respective Contract Administrators.

22.6 Recordation: The CITY is hereby authorized and directed after approval of theAgreement by the governing body of TOWN and CITY and the execution thereof bythe duly qualified and authorized officers of each of the parties hereto, to file theAgreement with the Clerk of Broward County, Florida, as required by Section


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163.01(11), Florida Statutes.

22.7 Governing Law and Venue: The Agreement shall be governed, construed andcontrolled according to the laws of the State of Florida without regard to its conflict oflaws provisions. Any claim, objection or dispute arising out of the terms of the

Agreement shall be litigated in the Seventeenth Judicial Circuit in and for BrowardCounty, Florida.

22.8 Severability: In the event a portion of the Agreement is found by a court ofcompetent jurisdiction to be invalid, the remaining provisions shall continue to beeffective unless TOWN or CITY elects to terminate the Agreement. An electionto terminate the Agreement based upon this provision shall be made within seven(7) days after the court determination becomes final. For the purposes of thissection, "final" shall mean the expiration of time within which to file an appeal or theconclusion of any appellate proceeding and the granting of an order. In such an event,TOWN and CITY agree to cooperate fully with the other to effectuate a smooth

transition of services.

22.9 Notices: Whenever either party desires to give notice to the other, such noticemust be in writing and sent by United States mail, return receipt requested,courier, evidenced by a delivery receipt or by any overnight express deliveryservice addressed to the party for whom it is intended at the place last specified; andthe place for giving of notice shall remain such until it shall have been changedby written notice in compliance with the provisions of this paragraph. For the present,the parties designate the following as the respective places for giving of notice. Noticeshall be effective upon delivery.

FOR CITY: FOR TOWN

City Manager Town AdministratorCharles Dodge Charles LynnCity of Pembroke Pines Town of Southwest Ranches10100 Pines Blvd. 6589 SW 160th AvenuePembroke Pines, Florida 33026 Southwest Ranches, FL 33331

with a copy to: with a copy to:

Sam Goren, Esq. Keith M. Poliakoff, J.D.3099 East Commercial Blvd. #200 3111 Stirling Road Ft.Lauderdale, FL 33308 Fort Lauderdale, FL 33312Pembroke Pines, Florida 33026


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22.10 Nondiscrimination: TOWN's and CITY's decisions regarding the delivery of servicesunder the Agreement shall be made without regard to or consideration of race, age,religion, color, gender, sexual orientation (Broward County Code, Chapter 161 /2), national origin, marital status, physical or mental disability, politicalaffiliation, or any other factor which cannot be lawfully used as a basis for service

delivery.

22.11 Third Party Beneficiaries: Neither TOWN nor CITY intended that any person shallhave a cause of action against either of them as a third party beneficiary under thisAgreement. Therefore, the parties agree that there are no third party beneficiaries to theAgreement and that no third party shall be entitled to assert a claim against either ofthem based upon the Agreement. The parties expressly acknowledge that it is not theirintent to create any rights or obligations in any third person or entity under theAgreement.

22.12 Performance: TOWN and CITY represent that all persons performing the

services required under the Agreement have the knowledge and skills, either bytraining, experience, education, or a combination thereof, to adequately and competentlyperform the duties, obligations, and services set forth herein in a skillful andrespectable manner.

22.13 Materiality and Wai ver of Breach: CITY and TOWN agree th at eachrequirement, duty, and obligation set forth herein is substantial and important to theformation of the Agreement and, therefore, is a material term hereof.

Either party's failure to enforce any provision of the Agreement shall not bedeemed a waiver of such provision or modification of the Agreement. A waiver of anybreach of a provision of the Agreement shall not be deemed a waiver of any subsequentbreach and shall not be construed to be a modification of the terms of the Agreement.

22.14 Compliance with Laws: The parties shall comply with all federal, state, and locallaws, codes, ordinances, rules, and regulations in performing its duties, responsibilities,and obligations pursuant to the Agreement.

22.15 Priority of Provisions: If there is a conflict or inconsistency between any term,statement, requirement, or provision of any exhibit attached hereto, any document orevents referred to herein, or any document incorporated into the Agreement by referenceand a term, statement, requirement, or provision of the Agreement, the term,statement, requirement, or provision contained in Articles 1 through 24 of thisAgreement shall prevail and be given effect.

22. 16 Amen dmen ts: Exc ept as ex pres sly aut hori zed here in, no modification,amendment, or alteration in the terms or conditions contained herein shall be effectiveunless contained in a written document prepared with the same or similar formality asthe Agreement and executed by CITY and TOWN.

22.17 Conflicts: Neither party nor its employees shall have or hold any continuing orfrequently recurring employment or contractual relationship that is substantially


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antagonistic or incompatible with that party's loyal and conscientious exercise ofjudgment related to its performance under this Agreement.

22.18 Independent Contractor: TOWN and CITY are independent contractors under theAgreement. Services provided by the parties shall be by employees, agents, or

approved subcontractors of the respective party and subject to supervision bythat party. In providing such services, neither TOWN's nor CITY's officers,employees, agents or approved subcontractors shall act as officers, employees, oragents of the other party. The Agreement shall not constitute or make the parties apartnership or joint venture, Personnel policy, tax responsibilities, social security,health insurance, employee benefits, travel, per diem policy, purchasing policies andany other similar administrative procedures applicable to services rendered underthe Agreement shall be those of the respective party.

22.20 Multiple Originals: This Agreement may be fully executed in five (5) copies by allparties, each of which, bearing original signatures, shall have the force and effect of

an original document.

22.21 Jail Facility: CITY acknowledges that it has sufficient capacity to deliver emergencymedical protection and fire prevention services to the TOWNs future 2,500 bed penal

institution/deportation facility, located on property currently owned by the CorrectionsCorporation of America. CITY agrees to timely provide Broward County, upon request,any documentation that Broward County may require to acknowledge that PembrokePines has the capacity, ability, and the willingness to service this facility under the termsand conditions contained herein. In the event the TOWNs annual call volume increases

by more than twenty-five percent (25%) as a result of the jail facility, and that additionalcall volume is being handled by the CITYs personnel, the TOWN agrees to reopencontract to renegotiate cost.

22.22 TOWN Roadways: Provided that it does not directly hinder the CITYs ability to provideemergency fire or medical services to the TOWN, CITY acknowledges and agrees thatCITY cannot utilize this Agreement as a means to prevent or to interfere in any way withthe TOWNs ability to close/open any of its roads, to regulate traffic, to implement traffic

controls, or to add/remove traffic calming devices. Nothing contained herein shall limitthe CITYs ability to object to the closure of any roads, as specifically provided in theInterlocal Agreement between the December 21, 2005 Agreement between the CITY andthe TOWN Regarding Local Roadways and Other Matters.


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AGREEMENT BETWEEN THE CITY OF PEMBROKE PINES AND TOWN OF

SOUTHWEST RANCHES PROVIDING FOR DELIVERY OF EMERGENCY

MEDICAL, FIRE PROTECTION AND FIRE PREVENTION SERVICES

IN WITNESS WHEREOF, the parties have made and executed this Agreement on therespective dates under each signature: CITY OF PEMBROKE PINES signing by andthrough its Mayor, duly authorized to execute same by Commission action on the ____ th day ofJune, 2011, and TOWN OF SOUTHWEST RANCHES, signing by and through its Mayor, dulyauthorized to execute same by Council action on the _______ th day of June, 2011.

CITY

By ________________________________Frank Ortis, Mayor

_____ day of June 2011

Approved as to form:

By __________________________________Sam Goren, Esq.General Counsel


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AGREEMENT BETWEEN THE CITY OF PEMBROKE PINES AND TOWN OF

SOUTHWEST RANCHES PROVIDING FOR DELIVERY OF EMERGENCY

MEDICAL, FIRE PROTECTION AND FIRE PREVENTION SERVICES

TOWNWITNESSES: TOWN OF SOUTHWEST RANCHES

_____________________________ By _____________________________Jeff Nelson, Mayor

_____________________________

ATTEST:

______________________________

Debra Dor-Thomas, Town Clerk

By _________________________________Charles Lynn,Town Administrator

APPROVED AS TO FORM

By _________________________________Keith M. Poliakoff, Town AttorneyACTIVE: 3397772_1


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EXHIBIT AEQUIPMENT PROVIDED TO THE VOLUNTEERS

1. Six (6) portable radios.

ACTIVE: 3397772 1

pines fire agreement.pdf

Documents

Transcript of pines fire agreement.pdf