2008-41AGREEMENT BETWEEN
LAKE-SUMTER EMERGENCY MEDICAL SERVICES, INC.
AND
THE CITY OF CLERMONT
FOR FIRE DEPARTMENT DISPATCH SERVICES
This Agreement is entered into thisa~ day of ~ 2008, by and between Lake-
Sumter Emergency Medical Services, Inc. (LSEMS) and the City of Clermont, a Florida
Municipal Corporation (CITY),
WITNESSETH:
WHEREAS, the CITY has sought to maintain a high level of professional fire
telecommunication services for the benefit of the citizens of the CITY; and
WHEREAS, the CITY recognizes the continued escalation of costs to the CITY for the
provision of such services and wished to continue to minimize the cost of government
for the benefit of the citizens of the CITY; and
WHEREAS, the CITY desires to continue to maintain competent professional fire
department dispatch services in conjunction and in harmony with its program of fiscal
responsibility; and
WHEREAS, the CITY desires that LSEMS provide fire department dispatch services
within the corporate limits of the CITY; and
WHEREAS, LSEMS is willing to augment their telecommunications staff to provide
such services to Clermont Fire Rescue and the citizens of the CITY; and
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter contained, LSEMS and the CITY agree as follows:
Section 1. Recitals
The above recitals are true and correct incorporated herein.
Section 2. Fire Department Dispatch Service.
LSEMS shall provide to the CITY, for the term indicated or as it may be extended in
accordance with the provisions of this AGREEMENT, competent professional fire
department dispatch services within and throughout the corporate limits of CITY under
the authority given LSEMS by the laws of the State of Florida, by providing fire
department dispatch service each day of the year on a twenty-four (24) hour per day
basis.
Section 3. Consideration.
The CITY shall pay to LSEMS, in consideration of the services and responsibilities to be
performed during the term of this AGREEMENT the annual sum of NINE THOUSAND
DOLLARS ($ 9,000.00), which shall be paid to LSEMS by CITY in equal quarterly
payments of TWO THOUSAND TWO HUNDRED AND FIFTY DOLLARS ($ 2,250.00)
with the first payment being due on the effective date of this agreement and subsequent
payments due on the same day of each quarter of a year thereafter. In addition as
further consideration, CITY shall provide to LSEMS, appropriate space for LSEMS to
maintain an LSEMS unit as needed, at CITY's Fire Station 2 and Fire Station 3 locations.
Section 4. Appointment of Personnel.
LSEMS shall provide adequate and professional service through trained personnel as
they see fit and proper and as required to provide competent dispatch services. The
CITY shall not be deemed the employees of any such personnel and shall not be
responsible for payment of any salaries, wages or other compensation, contributions to
pension funds, insurance premiums, workers compensation funds, vacation or
compensatory time, sick leave benefits, or any other amenities of employment to any
personnel of LSEMS performing the services, duties and responsibilities pursuant to
this AGREEMENT for the benefit of the CITY and its residents or any other liabilities
whatsoever.
Section 5. Performance of Services.
LSEMS shall have and maintain the responsibility for the control and rendering of all
fire dispatch services, duties and responsibilities described and contemplated in this
AGREEMENT. Nothing in this AGREEMENT shall be construed to mean that the CITY
is contracting away any legal authority it has related to the services to be provided.
However, LSEMS shall, subject to the matters referred to in Section 6 below, remain
responsible for any and all damages, actions suits, claims and demands of whatsoever
kind made by or on behalf of any person or entity which are alleged to have arisen out
of, in connection with, or by reason of any fire department dispatch services and
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administrative actions concerning fire department dispatch services taken by LSEMS
during the term of this AGREEMENT.
Section 6. Sovereign Immunity.
The PARTIES agree that nothing contained herein shall in any way act or be construed
to waive the sovereign immunity that they presently enjoy under the Constitution and
Statutes of the State of Florida, particularly with respect to Chapter 768, Florida
Statutes. The PARTIES agree that the CITY'S determination to provide fire dispatch
services by this AGREEMENT is an exercise of the legislative planning function of the
CITY and that at no time shall the CITY exercise any specific operational control over
the activities of any of the telecommunicators, their supervisors or other personnel of
LSEMS nor shall the CITY perform or undertake any acts that are over and above a
planning level function with regard to the administration of fire department dispatch
services within the CITY during the term of this AGREEMENT.
Section 7. Liability Insurance for Official Acts.
The personnel appointed and employed by LSEMS shall be covered in all respects, as
are other members of LSEMS, either through LSEMS's self-insurance fund or through a
private company with comparable coverage. LSEMS shall provide proof of said
liability insurance to CITY at anytime upon request from CITY.
Section 8. Term of this AGREEMENT.
This AGREEMENT shall take effect at 8:OOam on October 15, 2008, or as otherwise
agreed to by the parties, and run through midnight on the date one (1) year thereafter.
However, CITY may terminate this agreement at any time for cause by providing
written notice to LSEMS. Further, either party may terminate this AGREEMENT at any
time without cause by providing a ninety (90) day advance written notice to the other
party.
Section 9. Renewal of AGREEMENT.
For and in consideration of the mutual benefits herein contained, the sufficiency of
which is hereby acknowledged, it is agreed between the PARTIES that LSEMS and the
CITY may extend the term of this AGREEMENT on an annual basis subject to
negotiations relative to the terms, conditions and consideration between the PARTIES
each year. In the event written notice is not given by either party to this AGREEMENT
to the other ninety (90) days prior to the termination date as hereinabove provided, this
AGREEMENT shall be extended on the same terms and conditions as herein provided,
all for an additional period of one (1) year. Said AGREEMENT shall continue thereafter
for one-year periods unless either party hereto gives ninety (90) days written notice to
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the other party that the party does not wish to extend this AGREEMENT for an
additional one-year term.
Section 10. Governing Law.
This AGREEMENT and all of the rights and obligations of the PARTIES hereto shall be
governed both procedurally and substantively and construed according to the laws of
the State of Florida.
The PARTIES further agree that jurisdiction regarding the rights and obligations of
either party under this AGREEMENT, shall be in the appropriate court in the Fifth
Judicial Circuit, in and for Lake County, Florida.
Section 11. Notices.
A. All notices, demands or other writings required, made or sent in this
AGREEMENT, or which may be given or made or sent by either party to the
other, shall be deemed to have fully been given or made or sent when in writing
and addressed as follows:
LAKE-SUMTER EMS, INC.
Lake-Sumter EMS, Inc.
2761 W. Old Highway 441
Mount Dora, Florida 32757
CITY OF CLERMONT
c/ o City Manager
685 W. Montrose Street
Clermont, Florida 34711
B. All notices required, or which may be given hereunder shall be considered
properly given if: (1) personally delivered, (2) sent by certified United States
Mail, return receipt requested, or (3) sent by Federal Express or other equivalent
overnight letter delivery company.
C. The effective date of such notices shall be the date personally delivered, or
if sent by mail, the date fo the postmark, or if sent by overnight letter delivery
company, the date the notice was picked up by the overnight letter delivery
company.
D. The PARTIES may designate other parties or addresses to which notice
shall be sent by notifying, in writing, the other party in the manner designated
for the filing of notice hereunder.
Section 12. Amendments.
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No modification, amendment or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document by the PARTIES with the same
formality and of equal dignity.
Section 13. Entire Ageement.
This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements, or understandings applicable to the matters contained
herein, and the PARTIES agree that there are no commitments, agreements or
understandings concerning the subject matter. No deviation from the terms hereof shall
be predicated upon any prior representations or agreements, whether oral or written.
Specifically, this Agreement shall act as a termination of that certain agreement between
the parties regarding the lease of space at CITY Fire station Number 2 dated
D~f, ~ s 200.
IN WITNESS WHEREOF, the PARTIES have made and executed this AGREEMENT
on the respective dates under each signature. The City of Clermont, Florida, through its
City Council signing by and through its Mayor, authorized to execute same by the City
Council on the aE,rH day of c,dt 2008, and by (,c>~,/~n ~ , C,~~~
as Board of Directors Chairman for L e-Sumter EMS, Inc., authorized to execute same
by the Board on the ~ ~'"~'day of ~-p .'t"~~ G~ti 2008.
LAKE-SUMTER EMERGENCY
ATTEST:
MEDICAL SERVICES, INC.
By: ~ L-~o In CL~G.L t,~.ry ~ r~
For LAKE-SUMTER EMERGENCY
MEDICAL SERVICES, INC.
This _~ day of~ Q,r,,, ~.~ 2008
CITY OF CLERMONT
ATTEST:
<.___~...~=j
By: HAROLD TURVILLE, Mayor
For CITY OF CLERMONT, FLORIDA
This ~ D, day of ~ 2008
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Tracy Ackroy ity Cle
Approved as to form and legality by the City Attorney for C' of Clermont, Florida,
and the -A or ey for Lake-Sumter EMS
-.
i --~ ,---, /l
Daniel F. l~fantzari~;~ity Attorney Attorney for Lake-Sumter EMS`
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