HomeMy WebLinkAboutItem #03 Approval of Interlocal Agreement Central Florida Fire Consortium and Facility Sublicense AgreementAGENDA ITEM COVER SHEET
Meeting Date: June 3, 2014
Item #
Reviewed By:
Contact Name: Tim Hoover, Interim Fire Department Director:
Chi
Contact Number: 407 - 905 -3140 City Manager:
Subject: Approval of "Interlocal Agreement Central Florida Fire Corl&6ilium and Facility
Sublicense Agreement.
Background Summary:
The agreements in question are the Interlocal agreement to include the Ocoee Fire Department as a member of
the Central Florida Fire Consortium, which is the management group of the local fire ground facility. The
Consortium is made up from membership of the local Central Florida area fire department and managed by a
board of directors, which is made up of representatives from each department. The agreement is a 10 -year
agreement last signed in 2005. Due to a change from Orange County Public Schools to Valencia Community
College as the partner in this relationship, a new agreement is required. Membership in the Consortium allows
the fire department to use the fire ground facilities for training as required by ISO. Membership also allows fire
department personnel to attend technical fire training classes at consortium member discounted fees, typically a
20% discount.
Issue:
With the recent separation in the agreement between the Central Florida Fire Academy and Orange County
Public Schools, as well as the formation of an agreement of the newly named Central Florida Fire Institute and
Valencia Community College, the need for an updated interlocal and facility sublicense agreements became
necessary.
Recommendations
Staff recommends the approval of the documents in order for the Ocoee Fire Department to retain membership
in the Central Florida Fire Consortium and maintain our representation as a member of the Consortium Board of
Directors. Staff also request the authority to or allow the city attorney's office to revise agreement as needed.
Attachments:
Attached are copies of the Interlocal Agreement of the Central Florida Fire Consortium and Facility Sublicense
Agreement. Also attached is the license agreement with Orange County Public School, who owns the fire
training grounds, and Valencia Community College and the Fire Training Facility Operations and Management
Agreement. Also attached is a copy of the 2005 Interlocal Agreement with the Central Florida Fire Academy.
Financial Impact:
Approximately $6000.00 annual consortium fee.
Type of Item: (please mark with an 'Y)
Public Hearing
For Clerk's Dept Use:
Ordinance First Reading
Consent Agenda
Ordinance Second Reading
Public Hearing
Resolution
Regular Agenda
Commission Approval
Discussion & Direction
Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney
N/A
Reviewed by Finance Dept.
N/A
Reviewed by ()
N/A
0
INTERLOCAL AGREEMENT
CENTRAL FLORIDA FIRE CONSORTIUM
Approved by Central Florida Fire Consortium Board on , 2014
RECITALS
WHEREAS, this is an Interlocal Agreement between the following political
subdivisions and municipalities of the State of Florida (collectively, the "Central Florida Fire
Consortium" or "Consortium" and individually, "Parties" or "Member Entities "):
a.
City of Orlando
b.
City of Winter Garden
C.
City of Ocoee
d.
City of Maitland
e.
City of Kissimmee
f.
City of St. Cloud
g. City of Winter Park
h. Orange County Board of County Commissioners
i. Reedy Creek Improvement District
j. Osceola County Board of County Commissioners; and
WHEREAS, by Interlocal Agreement dated June 6, 1977, the City of Orlando and
the former Orange County Board of Fire Commissioners agreed to jointly sponsor and
participate in an "Orlando- Orange Fire Training Academy "; and
WHEREAS, the City of Orlando provided for the creation and establishment of the
"Orlando- Orange Fire Training Academy Board of Trustees" by adoption of an amendment
to Chapter 2 of the Code of the City of Orlando; and
WHEREAS, by Interlocal Agreement dated June 3, 1982, (and subsequently updated
and agreed upon on March 15, 1994, and again on January 18, 2006) the City of Orlando and
Orange County and other then existing member agencies agreed to continue the joint efforts
begun as a result of the aforementioned Interlocal Agreement of June 6, 1977; and
WHEREAS, by subsequent amendments to Chapter 2 of the Code of the City of
Orlando, the Academy was renamed and redesignated as the "Central Florida Fire Academy
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at Orlando ", then the "Central Florida Emergency Services Institute," and then re -named
"Central Florida Fire Academy;" and
WHEREAS, the Central Florida Fire Academy no longer operates a state certified
education and training program in fire and emergency services; and
WHEREAS, the District Board of Trustees of Valencia College, Florida ( "Valencia
College" or "Valencia ") has established the Central Florida Fire Institute at Valencia (the
"Institute ") to operate a state certified education and training programs in fire and emergency
services in its service district of Orange and Osceola Counties, Florida; and
WHEREAS, Valencia has entered into a License Agreement (the "License
Agreement "), attached to and incorporated herein as Exhibit "A," with the School Board of
Orange County, Florida, to use a portion of the facilities at Mid - Florida Technical School,
located at 2900 W. Oak Ridge Road, Orlando, Florida 32809, more particularly described in
Exhibit "A" to the License Agreement, attached to and incorporated herein (the "Facility ") to
operate the Institute, such Facility formerly used and operated solely by the Central Florida
Fire Academy in accordance with prior Interlocal agreements; and
WHEREAS, the Central Florida Fire Academy desires to change its name to the
Central Florida Fire Consortium and to alter its purpose from locally operating a state
certified education and training program in fire and emergency services to that of managing,
operating and maintaining the Facility in support of the Institute and training needs of
Member Entities and other selected public agencies; and
WHEREAS, Valencia desires to engage the Consortium to manage, operate and
maintain the Facility in support of the Institute and training needs of Member Entities and
other public agencies, such engagement to be documented and governed by a mutually
acceptable management agreement ; and
WHEREAS, Chapter 163, Florida Statutes provides that a joint exercise of power by
public agencies may be made by Agreement in the form of an Interlocal Agreement; and
WHEREAS, each of the Parties to this Interlocal Agreement is a "public agency"
within the meaning of § 163.01 Florida Statutes; and
WHEREAS, the Parties to this Interlocal Agreement desire to collaborate in the
operation of the Consortium and further desire to better set forth the working relationship
between themselves with respect to the Consortium's operation.
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NOW, THEREFORE, IN CONSIDERATION of the foregoing and other good
and valuable consideration, to include the mutual terms, conditions, promises, and
covenants hereinafter contained, the Parties agree as follows:
1. Recitals: The recitals set forth above are true and correct, and
incorporated as part of this Interlocal Agreement.
2. Purpose and Intent: It is the purpose and intent of this Interlocal
Agreement to provide for the continuing operation, maintenance, and management of the
Facility in support of the Institute and training needs of Member Entities and other public
agencies, and to set forth the duties and responsibilities of the participating Parties. It is
also the intent of this Agreement to operate the Consortium as a separate entity created
by Interlocal Agreement.
3. Powers Designated: The Board of Directors of Central Florida Fire
Consortium (hereinafter the "Board" or the "Board of Directors ") shall possess the power
to make and enter into contracts in the name of the Consortium, to employ agencies or
employees, to acquire, construct, manage , maintain, or operate buildings, parks, or
improvements; to acquire, hold, or dispose of property; and to incur debts, liabilities, or
obligations which do not constitute the separate debt, liability, or obligation of any Party
to this Interlocal Agreement. All such powers shall be exercised in accordance with the
provisions of this Interlocal Agreement, as well as the provisions of Chapters 163 and 119,
Florida Statutes.
4. Board of Directors:
a. Governance: The Consortium shall be governed by its Board of
Directors, in accordance with Chapter 163, Florida Statutes, and in accordance with this
Interlocal Agreement.
b. Board Members: The Fire Chief of each Member Entity to this
Interlocal Agreement shall make up the Board of Directors of the Consortium. Each
member of the Board of Directors shall be entitled to vote on all issues before the Board as
provided herein.
C. Alternates: Each member of the Board of Directors may
designate, in writing, an alternate to serve as an acting Board Member in the event that he
or she is unable to attend a meeting of the Board of Directors. Any such alternate member
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of the Board of Directors shall be entitled to vote on any issues before the Board,
provided the original Board Member is e n t i t l e d t o v o t e b u t i s not present.
d. Board Members not Compensated: Members of the Board of
Directors of the Consortium shall not be compensated for their services as Board Members.
However, the Board may from time to time agree in advance to pay the out -of- pocket
expenses of any Board member asked to do extraordinary services on behalf of the Board.
5. Officers: The Board of Directors shall hold an annual election of officers.
Only Board members may serve as officers of the Consortium. The officers shall be
President /Chairman, Vice President /Vice Chairman, Secretary, and Treasurer. Duties,
responsibilities and authority of Officers shall be defined by the By -Laws, as defined
herein.
6. Meetings: The Board of Directors shall meet at least quarterly, unless
otherwise determined by the Board of Directors, at a time and place to be determined by the
Board. In addition, Special Meetings of the Board of Directors may be called from time to
time, and the procedures for such meetings shall be set forth in the By -Laws. All meetings
and business of the Board of Directors shall be conducted in compliance with Florida's
Public Records and open meeting laws.
7. Voting Weights: In consideration of the differences in size and scope of
the Member Entities, voting weights shall be assigned as follows:
a. City of Orlando (three (3) votes)
b. City of Winter Garden (one (1) vote)
C. City of Ocoee (one (1) vote)
d. City of Maitland (one (1) vote)
e. City of Kissimmee (one (1) vote)
f. City of St. Cloud (one (1) vote)
g. City of Winter Park (one (1) vote)
h. Orange County Board of County Commissioners (four (4) votes)
i. Reedy Creek Improvement District (one (1) vote)
j. Osceola County Board of County Commissioners (two (2) votes)
8. Action by Board of Directors: All actions of the Board of Directors
must be approved by a simple majority of those Board members present at the meeting,
except that the following matters shall require a two - thirds (2/3) majority of those present
for approval:
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a. Approval of annual budget
b. Hiring or firing of Facilities Manager
c. Admission of any additional parties to Interlocal Agreement /Board
of Directors
d. Adoption of By -Laws
e. Amendments to By -Laws
f. Amendment of Interlocal Agreement
g. Annual Schedule of Dues and Fees to be charged by the Consortium
h. Notwithstanding anything contained herein to the contrary, the initiation of
litigation or other legal action or proceeding on behalf of the Consortium shall
require unanimous (100 %) approval of the Board of Directors. Provided
however, if a Member Entity's interest is adverse to the Consortium in the
proposed litigation or other legal proceeding, the adverse Member Entity will
not be entitled to vote on the issue.
9. Participating Parties: The parties to this Interlocal Agreement shall be the
participants (sometimes referred to herein as "Members" or "Member Entities ") in the
Consortium. However, the Board of Directors, may, from time to time, allow additional
public agencies to participate as Members on such terms and conditions as it may set. In
the event that the admission of additional public agencies as Parties to this Interlocal
Agreement be approved by a favorable two - thirds (2/3) vote as described in the preceding
paragraph, such newly admitted Members must execute and agree to join in this
Interlocal Agreement.
10. Use of Facility and Provision of Services to Non - Member Public
Agencies:
a. In accordance with the requirements of the License Agreement, all Member
Entities shall be required to execute a facility sublicense agreement with Valencia
College prior to using the Facility. This facility sublicense agreement is attached as
Exhibit "B ", and incorporated herein (the "Sublicense Agreement "). Each Member
Entity agrees to execute the Sublicense Agreement as a condition of membership in
the Consortium.
b . The Consortium may, with the approval of its Board of Directors,
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authorize the use of the Facilities by public agencies that are not named Member
Entities in this Interlocal Agreement. However, the Board of Directors shall set an
appropriate fee schedule for such non - member participation, and the non - member
participant shall be required to execute the Sublicense Agreement with Valencia
College prior to using the Facility.
11. School Board: The School Board o f O r a n g e C o u n t y has licensed the
use of the Facility to Valencia College, and will continue to do so on such terms and
conditions as set forth in the License Agreement. The Facility shall remain the property of
the School Board of Orange County, and may not be sold, mortgaged, or otherwise
encumbered by the Consortium. T h e Consortium shall enter into a Facility Operations and
Management Agreement with Valencia College.
12. Facility Manager: The Board of Directors may hire a Facility Manager,
who shall be responsible for implementing the Facility Operations and Management
Agreement as entered into by and between the Consortium and Valencia College. The Board
shall enter into a written employment contract with the Facility Manager, more
specifically setting forth the duties, responsibilities and authority of the Facility Manager.
13. Chief Financial Officer: The Board of Directors may also hire a Chief
Financial Officer, who will be responsible for ensuring that all budgeting, accounts
payable, accounts receivable, and other financial matters are conducted following generally
accepted governmental accounting practices. The Board may enter into a written
employment contract with the Chief Financial Officer, more specifically setting forth the
duties, responsibilities, and powers of the Chief Financial Officer.
14. Committees: The Board of Directors, in carrying out its duties and
responsibilities, may establish committees. The President shall appoint the Members to
serve on each such committee.
1.5. Budgeting: The Board of Directors shall annually budget for the
operations of the Consortium. Each party to this Interlocal Agreement shall cooperate in
providing funding to the Consortium, in accordance with the terms herein. The Board of
Directors shall annually adopt a schedule of dues and fees to be charged to Member
Entities by the Consortium.
16. Third Party Contracts: The Board of Directors shall have the authority to
enter into contracts with third parties to fulfill the purposes described herein. In purchasing
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and entering into contracts to purchase, the Board of Directors shall use its own duly
adopted policies and procedures.
17. Gifts and Grants: The Board of Directors shall have the power and
authority to accept gifts on behalf of the Consortium, and shall also have the power and
authority to seek, in the name of the Consortium, grants from other governmental agencies.
18. Insurance: The Board of Directors shall obtain insurance coverage for
liability, property, worker's compensation, unemployment compensation, group health
insurance, and any other insurances as may be determined by the Board of Directors or
wquiiW by law. In obtaining such insurance, the Board of Directors may participate in any
Member Entity's insurance program, or in any other similar governmental insurance
program.
19. Employees: Employees of the Consortium shall be its employees and shall
not be considered to be the employees of any Member Entity while acting in his or her
capacity as employee of the Consortium
20. Indemnity the fullest extent permitted by law and subject to the
provisions and limitations of §76828, Florida Statutes, the Consortium shall defend,
indemnify and hold harmless any Member Entity, its officials, agents and employees
from and against any and all non - employee claims, suits, judgments, demands,
liabilities, damages, costs and expenses (including attorney's fees) of any kind or nature
whatsoever arising directly or indirectly out of or caused by any negligent act or omission
of the Consortium, anyone directly or indirectly employed by it, or anyone for whose acts
any of them shall be liable.
21. No Pecuniary Liability of Member Entities. Neither the provisions,
covenants or agreements contained in this Agreement, nor any indebtedness issued
pursuant to this Agreement, shall constitute an indebtedness or liability of t h e Member
Entities, except as provided in the respective Sublicense Agreements entered into by and
between each Member Entity and Valencia College as required herein. Any indebtedness
shall be issued by the Consortium and not the Member Entities. If issued, any
indebtedness and the interest thereon shall be limited t o , and special obligations of the
Consortium, payable solely from the revenues pledged thereto.
22. No Personal Liability covenant or agreement contained in this
Agreement shall be deemed to be a covenant or agreement of any Member Entity,
officer, agent or employee of the Consortium nor any officer, agent, or employee of a
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Member Entity in his or her individual capacity, and members, officers, agents and
employees of the Consortium and the Member Entities shall not be personally liable on
this Agreement or be subject to any personal liability or accountability by reason of the
execution of this Agreement.
23. Filing of Agreement. It is agreed that this Agreement shall be filed by the
Consortium with the Clerk of the Court of Osceola and Orange County, Florida, all in
accordance with the Interlocal Act, and that this Agreement shall not become effective
until filed as directed herein.
24. Dissolution: In the event of dissolution of the Consortium, all authorized
debts shall be paid, and any remaining property and assets of the Consortium shall be
distributed pro rata to its participating Member Entities, in accordance with the amount
of funding contributed by each Member Entity during the five years preceding such
dissolution. Provided, however, that personal property contributed by any Member
Entity shall be returned to the contributing Member Entity, in accordance with the
following paragraph.
25. Contribution of Property: The Parties to this Interlocal Agreement may
contribute or loan equipment or other goods to the Consortium, which shall remain the
property of the Contributing Member Entity. Upon dissolution, any such contributed
property shall be returned to the Contributing Member Entity.
26. Reports to Members: The Board of Directors of Central Florida Fire
Consortium shall provide its budget to its member entities each year. In addition, The
Board of Directors of the Consortium shall provide an independent annual audit of all
receipts and disbursements to each participating entity. Members shall, at all times during
normal business hours, have access to the books and records of the Consortium. In
addition, copies of the minutes of all regular and special meetings of the Board of
Directors shall be provided to each member.
27. Termination and Initial Term: The initial term of this Interlocal
Agreement shall be for Ten (10) years, and may be renewed thereafter for successive Five
(5) year terms.
28. Withdrawal b v M e m b e r E n t i t y A member may withdraw from
participation in the Central Florida Fire Consortium by giving not less than six (6) months
written notice to the Board of Directors of the Consortium. Such withdrawal shall not
relieve the withdrawing party of financial obligations incurred hereunder.
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29. Termination of a Member Entity: A Member Entity may, upon a 2/3
majority vote of the Board, for non - payment of financial obligations to the Consortium or for
other good cause, be terminated from the Consortium, by giving not less than six (6) months
written notice to the Member Entity to be terminated. Such termination shall not relieve the
terminated Member Entity from any financial obligations owed or that become owed during
the six (6) month notice period.
30. Privileges and Immunities: All the privileges and immunities from
liability, exemption from laws, ordinances and rules, and other benefits which apply to the
activity of officers, agents and employees of Member Entities when performing their
respective functions within the territorial limits for their respective agencies shall apply to the
same degree and extent to the performance of such functions and duties of such officers,
agents and employees extraterritori ally.
31. Miscellaneous:
a. All notices, demands, formal actions or other communications hereunder shall
be in writing and mailed, delivered by facsimile or hand delivered to each Member.
Members shall keep their contact information current with the Facility Manager
b. This Agreement will inure to the benefit of and be binding upon the
parties and their successors and assigns, and will not confer any rights upon any other
person other than the Member Entities.
C. Section headings have been inserted in this Agreement as a matter of
convenience of reference only, and it is agreed that such section headings are not a part of
this Agreement and will not be used in the interpretation of any provisions of this
Agreement.
d. This Agreement may be executed in several counterparts, each of which
shall be regarded as an original and all of which shall constitute one and the same document.
e. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida.
L If any one or more of the covenants, agreements or provisions herein
contained shall be held contrary to any express provisions of law or contrary to the
policy of express law, though not expressly prohibited, or against public policy, or shall
for any reason whatsoever be held invalid, then such covenants, agreements, or provisions
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shall be null and void and shall in no way affect the validity of any of the other covenants,
agreements, or provisions hereof.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized officials as of the day and year set forth below.
IN WITNESS WHEREOF, Agency and have caused this Agreement to be
executed on the respective dates set forth below.
"Agency"
ATTEST:
Beth Eikenberry, City Clerk
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA
APPROVED AS TO FORM AND
LEGALITY this day of
,20_.
Shuffield Lowman & Wilson P.A.
By:_
City Attorney
STATE OF FLORIDA
COUNTY OF
, a body corporate existing under the
Constitution and laws of the State of Florida.
CITY OF OCOEE, FLORIDA
C
S. Scott Vandergrift, Mayor
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD
ON
UNDER AGENDA ITEM NO.
I HEREBY CERTIFY that on this day of , 2014 before me, personally
appeared Name, Title, and Name, Title, of Agency, a public corporate body organized and
existing under the laws of the State of Florida, to me known to be the individuals and officers
described in and who executed the foregoing conveyance and severally acknowledged the
execution thereof to be their free act and deed as such officers thereunto duly authorized, and
that the official seal of said body corporate is duly affixed thereto, and the said conveyance is
the act and deed of said body corporate.
Witness my hand and official seal this day
(Notary Seal)
2014.
Notary Signature
Print:
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FACILITY SUBLICENSE AGREEMENT
This FACILITY SUBLICENSE AGREEMENT ( "Agreement "), is made effective as
of this day of , 2014 by and between
whose address is
hereinafter referred to
as "Agency ", and THE DISTRICT BOARD OF TRUSTEES OF VALENCIA COLLEGE,
FLORIDA, a political subdivision of the State of Florida, whose address is 190 South Orange
Avenue, Orlando, Florida 32801, ( "Valencia ").
WITNESSETH
WHEREAS, Valencia has entered into a license agreement (the "License Agreement "),
attached to and incorporated herein as Exhibit "A," with the School Board of Orange County,
Florida, to use a portion of the facilities at Mid - Florida Technical School, located at 2900 W.
Oak Ridge Road, Orlando, Florida 32809, more particularly described in Exhibit "B ", attached
to and incorporated herein (the "Facility ") to operate or cause the operation of the Central
Florida Fire Institute at Valencia, such Facility formerly used and operated solely by the Central
Florida Fire Academy in accordance with a prior interlocal agreement; and
WHEREAS, Agency participates in the Central Florida Fire Consortium (the
"Consortium "), which supports the operation of, and maintenance of the Facility used by, the
Central Florida Fire Institute at Valencia (the "Institute ") in accordance with an interlocal
agreement (the "Interlocal Agreement "), using a portion of Mid - Florida Tech's campus to
operate a fire training facility, such portion more particularly described in Exhibit "B" attached;
and
WHEREAS, Valencia wishes to grant a nonexclusive sublicense to Agency and give
permission to Agency to enter onto the Facility and use the Facility for fire training purposes
subject to and in accordance with this Agreement, the License, and the Interlocal Agreement, all
as amended from time to time.
NOW THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Agency and Valencia hereby agree as follows:
1. Recitals The recitals set forth above are true and correct and are incorporated
herein by reference.
2. Grant of Sublicense
(a) Subject to the terms and conditions of this Agreement, the License, and the
Interlocal Agreement, all as amended from time to time, Valencia grants to Agency and its
employees a temporary, nonexclusive and revocable sublicense to use the Facility, and
parking spaces located on the Mid Florida Tech property outside of the Facility in numbers
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and locations as determined by the Consortium, solely to use the Facility for fire training
purposes on days and at times scheduled by the Consortium throughout the Term. This
Agreement creates a permissive use only and shall not operate to create or vest any real
property rights in Agency.
(b) Agency may not grant sublicenses to third parties to use the Facility for any
purpose.
(c) Agency's use of the Facility shall not unreasonably interfere with the School
Board of Orange County's operation of Mid - Florida Tech.
3. Term. Unless terminated earlier as provided by this Agreement or otherwise as
agreed to in writing by the parties hereto, the term of this Agreement shall be for ten (10) years
after the Effective Date (the "Term ").
4. Dues. Fees and In -Kind Contributions During the Term of this Agreement,
Agency shall pay the fees, dues, and /or provide the in -kind contributions to the Consortium in
accordance with the Interlocal Agreement.
5. Maintenance Responsibilities
(a) Except for parking spaces provided for Agency's use as part of the sublicense
granted pursuant to the License Agreement between Valencia and the School Board, Agency
shall, as a member of the Consortium and at no cost to Valencia, support the obligations of the
Consortium pursuant to the Interlocal Agreement to maintain, or cause to be maintained the
Facility as the Consortium deems appropriate during the Term of this Agreement, including
performance of operations, maintenance and repairs to the Facility necessary to eliminate
disruption to the School Board of Orange County's operation of Mid - Florida Tech, except that
Agency shall remediate a hazardous substance spill, release, or discharge on, in, under or from
the Facility attributable solely to Agency's use of the Facility ( "Hazardous Material
Remediation ") in a manner reasonably acceptable to Valencia.
(b) If Agency fails after twenty (20) business days' written notice to proceed with due
diligence to perform, or cause to be perfonned, maintenance or to make repairs required for the
specific purposes of Hazardous Material Remediation the same may be made by the Consortium
at the expense of Agency and the reasonable expenses thereof incurred by the Consortium shall
be paid to the Consortium as additional fees within thirty (30) days after rendition of a bill or
statement therefor. Agency hereby grants to the Consortium and /or Valencia the right to enter
the Facility at reasonable times to perform such repairs upon not less than two (2) business days
(except in cases of emergency) advance notice to Agency. Except in cases of emergency, the
Consortium and/or Valencia agree to make reasonable efforts to minimize any interference with
Agency's operations caused by such entry and to coordinate such entry in advance with
Agency's academic and training schedule.
(c) Agency is authorized to inspect the Facility prior to its use pursuant to this
Agreement. Agency is aware, understands and agrees that the Facilities are sublicensed by
Valencia to Agency in an "AS IS" condition without warranty or representation, express or
implied, and the Agency hereby agreeing, acknowledging and affirming to Valencia that the
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Agency has had full opportunity to inspect, and accepts the Facilities in an "AS IS" condition.
Agency understands and acknowledges that Valencia hereby expressly disclaims any and all
warranties, whether express or implied, with respect to the Facilities, including without
limitation, any warranty of habitability, warranty of merchantability, or warranty of fitness for a
particular use. It is the Agency's intention to give up, waive, and relinquish all rights to assert
any claim, demand, or lawsuit of any kind with respect to the condition of the Facilities,
including without limitation the improvements, the real property, or the personal property
sublicensed or otherwise provided for Agency's use hereunder. Valencia will not be required to
make any repairs or pay any expenses concerning the operation and maintenance of the
Facilities.
(d) Should there arise during the term of this Agreement the need for other than
ordinary usual repairs, which would result in costs in excess of the Consortium's budgeted
expenses, and the Consortium is unable or unwilling to provide for such repairs to restore the
Facilities to a safe and usable condition, then either party may cancel this Agreement without
further obligation to make such repairs or otherwise reconstruct the Facility. In the event this
Agreement is cancelled pursuant to this subsection, neither party shall be required to be
responsible for payment of the expenses.
6. Utilities Agency's use of water and sewer, electricity, gas and all other
applicable utilities shall be metered and billed by the utilities directly to the Consortium. In the
event any of these utility charges, as directly attributable to Agency's use of the Facility, are
billed to Valencia, Agency shall be obligated to reimburse the Valencia for these charges as
billed to the Valencia. All such reimbursement payments shall be paid no later than thirty (30)
days after the Valencia provides Agency written notice of all amounts due and copies of
supporting invoices from the utility provider.
7. Indemnification and Insurance The Parties hereby acknowledge that Agency is
a governmental entity in the State of Florida. Without waiving its sovereign immunity, and if and
to the extent permitted by law, Agency shall be liable for all bodily injury and property damage
attributable solely to its negligent acts or omissions, or those of its employees acting within the
scope of their employment. Under no circumstances shall Agency be liable to or for the
negligent acts of Valencia or any person employed by Valencia or under the direction of
Valencia. Neither party shall have tort liability for any amounts in excess of those limits per
claim and per occurrence set for tort liability in Section 768.29 of the Florida Statutes. The
foregoing shall not constitute an agreement by the Agency to assume any liability for the acts,
omissions and /or negligence of any third party. Valencia shall be named as additional insured or
a loss payee on all policies of insurance that the Agency carries or is self - insured for with regard
to worker's compensation, general liability, errors and omissions, administrative defense and
automobiles. Upon request, Agency shall provide either a Certificate of Insurance evidencing
such insurance or a Certificate of Self- insurance. Nothing contained in this Agreement shall be
construed or interpreted as: (i) denying to either party any remedy or defense available to such
party under the laws of the State of Florida; (ii) the consent of a Party to be sued; or (iii) a waiver
of sovereign immunity of a Party beyond the waiver provided in law.
8. Compliance with Laws. Regulations. and Policies Valencia and Agency shall,
to the extent applicable to each party's respective obligations hereunder, throughout the Term,
promptly comply, or cause compliance, with all laws and ordinances and the orders, rules,
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regulations and requirements (individually and collectively, the "Legal Requirements ") of all
federal, state, county and municipal governments and appropriate departments, commissions,
boards subdivisions, and officers thereof (individually and collectively, the "Governmental
Authorities "), and with requirements of the State Fire Marshal which may be applicable to the
Facility, or the use or manner of use thereof.
9. Hazardous Materials
(a) Agency agrees to refrain, and to prevent its employees and contractors from
bringing any Hazardous Materials onto the Facility in violation of any Legal Requirement.
Agency hereby covenants and agrees, subject to the provisions of Florida Statutes §768.28 and
without waiving any sovereign immunity, to indemnify, defend and hold Valencia harmless, if
and only to the extent permitted by law, from and against any and all claims, actions,
administrative proceedings, judgments, damages, penalties, costs, expenses, losses and liabilities
of any kind or nature that arise (indirectly or directly) from or in connection with the presence,
release, spill or discharge of any Hazardous Materials in, on or about the Facility at any time
resulting from the acts or omissions of Agency, its employees, agents or contractors. Without
limiting the generality of the foregoing, the indemnity set forth above, if and only to the extent
permitted by law, shall specifically cover any investigation, monitoring and remediation costs.
The provisions of this paragraph shall survive the termination or expiration of the Agreement.
(b) In the event, during the term of this Agreement, there is a spill, release, or other
discharge of any hazardous substance on, in, under, or from the Facility, then, in addition to the
provisions of any of the Legal Requirements requiring notice of such spill, release or other
discharge, Agency shall immediately notify the Consortium and Valencia of such spill, release,
or other discharge. Such notification shall be made by telephone and in writing, and, as soon as
possible after such spill, release, or other discharge, Agency shall also provide a written follow -
up notice providing Valencia and the Consortium with complete information concerning such
spill, release or other discharge.
(c) For the purposes of this License, "hazardous substances or materials" shall mean
(i) hazardous substances, as that term is defined by the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601, el. seq.; (ii) hazardous waste, as that
term is defined by the Resource Conservation Recovery Act, 42 U.S.C. Section 6901, el. seq.;
(iii) any pollutant or contaminant or hazardous, dangerous or toxic chemicals, materials, or
substances within the meaning of any Environmental Law, (iv) petroleum or petroleum
substances; (v) asbestos in any form or condition; (vi) polychlorinated biphenyl (PCBs) or
substances or compounds containing PCBs; and (vii) hazardous substances as that term may be
defined by the Florida Statutes, the rules of the Florida Department of Environmental Protection,
the rules of the United States Environmental Protection Agency and the rules of the St. Johns
River Water Management District.
(d) Agency will immediately notify Valencia, and provide copies upon Agency's
receipt, of all written complaints, claims, citations, demands, inquiries, reports, or notices
alleging a spill, release, or discharge of any hazardous substance on, in, under, or from the
Facility by Agency, employee, or independent contractor of the Agency during the term of this
Agreement, or any extension thereof. To the extent specifically required by any of the other
Page 4 of I I
provisions of this Agreement, Agency shall promptly resolve any of those actions and
proceedings to the satisfaction of Valencia
10. Notices All notices required under this Agreement shall be in writing and shall
be given by hand delivery, acknowledged electronic transmission or United States mail, first
class postage prepaid, addressed as follows (or to any such other address or office as either party
may designate in writing).
Agency:
Copy to:
Valencia: Valencia College
190 South Orange Avenue
Orlando, Florida 32801
Attention: Dr. Sanford C. "Sandy" Shugart, President
Telephone: (407) 582 -3400
Copy to: Valencia College
190 South Orange Avenue
Orlando, Florida 32801
Attention: William J. Mullowney, Esq., Vice President of Policy
and General Counsel
Telephone: (407) 582 -3411
11. Default /Termination This Agreement may be terminated by either party and be of no
further force and effect, immediately upon the occurrence of any of the following events:
(a). Failure of Agency to provide to the Consortium in a timely manner dues, fees, or
required in -kind contributions as provided in the Interlocal Agreement, or
(b). Upon no less than one hundred eighty (180) days written notice stating the party's
intent not to participate in or otherwise to terminate the Agreement for any reason
whatsoever, or
(c) Immediately upon written notice of termination for the reasons provided in
Section 5. (d) relating to other than ordinary and usual repairs for which the
Consortium is unable or unwilling to provide, or
(c). Failure of any party to observe, perform or comply with any of the material terms,
covenants or conditions of this Agreement, or
(d). Failure of the State of Florida to appropriate the funds necessary to operate the
Facility or Institute, or
(e). The Interlocal Agreement is terminated, Agency ceases to participate in the
Interlocal Agreement, the Facility is rendered substantially inoperable by any
Page 5 of I I
cause or for any reason, or Valencia's License Agreement with the School Board
of Orange County is terminated.
To the extent permitted by Federal and State Law, neither party shall be liable, whether
contractually or in tort, for any consequential, special or indirect damages arising out of or in
connection with this Agreement.
12. Miscellaneous Provisions
(a) No Other Parties This Agreement is solely for the benefit of the parties
executing this Agreement and no rights are intended, nor shall any rights accrue, to any third
party. Valencia shall not have the right to assign this Agreement, but may grant written,
nonexclusive sublicenses to third parties to use the Facility as described herein, but only upon
written consent of the Consortium.
(b) Assignments and Sublicenses Valencia will issue nonexclusive sublicenses to all
agency members of the Consortium, containing the same substantive terms and conditions as set
forth herein. Valencia will not further assign the License or grant any other sublicenses or right
to use the Facility by any third party, unless consented to in writing by the Consortium. Each
member of the Consortium may use the Facility at such times and in the manner directed by the
Consortium.
(c) Binding on Successors This Agreement shall run with the land and be binding on
the parties, their successors and assigns and upon all entities operating for or on behalf of the
parties to this Agreement.
(d) Governing Law This Agreement shall be construed, interpreted and controlled
according to the laws of the State of Florida, with venue in Orange County, Florida.
(e) Entire Agreement This Agreement constitutes the entire agreement between the
parties with regard to the subject matter hereof and supersedes all previous discussions,
understandings and agreements with respect to those matters.
(f) Severability If any sentence, phrase, paragraph, provision or portion of this
Agreement is held invalid or unconstitutional by a court of competent jurisdiction, such portion
shall be considered an independent provision and the finding shall have no effect on the validity
of the balance of this Agreement.
(g) Time of the Essence Time is of the essence of this Agreement and of each and
every provision hereof.
(h) Counterpart Execution This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, and, when taken together, shall constitute
one and the same agreement.
(i) Enforcement and Attorney's Fees Any litigation arising out of this Agreement
shall take place in the Circuit Court for Orange County, Florida and the prevailing party will be
Pagc 6 of 1 1
entitled to recover its reasonable attorney's fees and costs at trial and any and all appeals from
the non - prevailing party.
0) Captions The captions of this Agreement are for convenience only and are not to
be construed as part of this Agreement and shall not be construed as defining or limiting in any
way the scope or intent of the provisions hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURES TO FOLLOW]
Page 7 of l l
IN WITNESS WHEREOF, Agency and Valencia have caused this Agreement to be
executed on the respective dates set forth below.
ATTEST:
By:
Beth Eikenberry, City Clerk
"Agency"
CITY OF OCOEE, FLORIDA
a body corporate existing under the
Constitution and laws of the State of Florida.
CITY OF OCOEE, FLORIDA
S
S. Scott Vandergrift, Mayor
(SEAL)
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA
APPROVED AS TO FORM AND
LEGALITY this day of
20 .
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD
ON
UNDER AGENDA ITEM NO.
Shuffield Lowman & Wilson P.A.
C
City Attorney
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day of , 2014 before me, personally
appeared Name, Title, and Name, Title, of Agency, a public corporate body organized and
existing under the laws of the State of Florida, to me known to be the individuals and officers
described in and who executed the foregoing conveyance and severally acknowledged the
execution thereof to be their free act and deed as such officers thereunto duly authorized, and
that the official seal of said body corporate is duly affixed thereto, and the said conveyance is the
act and deed of said body corporate.
Witness my hand and official seal this day of , 2014.
(Notary Seal)
Notary Signature
Page 8 of 11
"VALENCIA"
Bv:
Printed Name:
By:
Printed Name:
STATE OF FLORIDA
COUNTY OF: ORANGE
THE DISTRICT BOARD OF TRUSTEES
OF VALENCIA COLLEGE, FLORIDA
By:
Printed Name:
Title:
Date:
The foregoing instrument was acknowledged before me this day of , 2014, by
as of Valencia Community College, who produced
as identification or is personally known to me and who
acknowledged that he /she signed the instrument voluntarily for the purpose expressed in it.
Notary Public
Printed Name:
My Commission Expires:
Pa,c 9 of 1 I
EXHIBIT "A"
MID - FLORIDA TECHNICAL SCHOOL FACILITIES
Mid - Florida Tech and Eric Olson Bus Compound
Lots 36 and 45 and the West 2/3 of Lots 35 and 46, The McKoy Land Company Subdivision of
Section 21, Township 23 South, Range 29 East, according to the plat thereof as recorded in Plat
Book F, Page 48, Public Records of Orange County, Florida;
AND
The Northwest '/4 of the Southwest '/4 of the Southeast '/4 of Section 21, Township 23 South,
Range 29 East, Orange County, Florida;
AND
The West 2/3 of the Northeast ' / 4 of the Southwest ' / 4 of the Southeast '/4 of Section 21, Township
23 South, Range 29 East, Orange County, Florida;
AND
Block A. Orlando Central Park Number Fifty- Seven, according to the plat thereof as recorded in
Plat Book 16, Pages 64, Public Records of Orange County, Florida as vacated by Resolution
recorded in Book 3810, Page 3501;
AND
Block B. Orlando Central Park Number Fifty- Seven, according to the plat thereof as recorded in
Plat Book 16, Pages 64, Public Records of Orange County, Florida.
Together With vacated road vacated by Certificate recorded September 19, 1958 in Book 428,
Page 30, if any, lying within the Southwest' /4 of Section 21, Township, 23 South, Range 29 East,
Orange County, Florida and east of John Young Parkway right -of -way;
And Together With vacated road vacated by Certificate recorded April 19, 1963 in Book 1189,
Page 492 as is contained within the above - described property;
And Together With vacated road vacated by Certificate recorded July 7, 1967 in Book 1647,
Page 571 and corrective Certificate recorded August 8, 1967 in Book 1655, Page 1002, if any,
lying east of John Young Parkway right -of -way and west of the above - described property.
Less and Except rights -of -way on north and west in Deed Book 554, Page 410, Book 234, Page
448, Book 1256, Page 26, and Book 4262, Page 1155
All lying west of the right -of -way of Chancellor Drive as established in Right -of -Way Deed
recorded in Book 2639, Page 495.
Page 10 of I 1
EXHIBIT "B"
PORTION OF MID - FLORIDA TECH FACILITIES OCCUPIED BY CENTRAL FLORIDA
FIRE CONSORTIUM TO OPERATE A FIRE CONSORTIUM TRAINING FACILITY
The area identified as being located within the fenced in area at the property known as Mid -
Florida Tech which area shall include the following facilities and their approximate square
footage:
• TOWER — 3,295 SQUARE FEET
• APPARATUS BAY - 4,500 SQUARE FEET
• BURN BUILDING — 3,186 SQUARE FEET
• FOUR (4) PORTABLES (2 CLASSROOM AND 2 EQUIPMENT) — 5,280 SQUARE
FEET
In addition, there shall be sufficient sections of parking identified by mutual agreement of the
parties to provide parking for the benefit and use of Valencia and the Consortium which shall not
impact the School Board's use and operations of Mid - Florida Tech. To the extent feasible,
sufficient signage shall be provided to identify the areas of parking designated for
Valencia's /Consortium's use.
Page I I of I I
LICENSi; L(:IREEIVR�
�Lq_l
This LICENSE AGREEME ("Agre� is made effective as of this day of
2013 by and between the SCHOOL 3OAR-D OF ORANGE COUNTY,
a
FLORIDA, a corporate body existing under the laws of the Statcof Florida, whos address i
445 West Amelia Street, Orlando, Florida 32801, hereinafter referred to as "School Board", and
THE DISTRICT BOARD OF TRUSTEES OF VALENCIA COLLEGE, FLORIDA, a
political subdivision of the State. of Florida, whose address is 190 South Orange Avenue,
Orlando, Florida 32801, hereinafter referred to as "Valencla".
XIATNESS'ETH
1 011-JEREAS, School Board is ti o w n er of Mid-Florida Technical School, located at
2900 W. Oak Ridge Road, Orlando, Florida 32809, more particularly described on IR xhffift "ik",
attached hereto and incorporated herein by reference (the, "Mid-Ffoirida Tech"); and
WHERRA9, since 1977 School Board has permitted the Central Florida Fire Academy
to use a portion of Mid-Florida Tech's carnpus to operate a fire academy training facility, such
portion more particularly described in Exhibit "B", attached to and incorporated herein (the
"Facility"); and
WHEREAS, Valencia wishes to use the Facility to operate or cause the operation of are
fire academy training facility formerly used and operated solely by the Central Florida Fire
Academy in accordance with an interlocal Agreement, as amended front time to time; and
WHEREAS, School Board desires to give Permission to Valencia to enter onto the Alid
Florida Tech campus to use the Facility to operate the fire academy training facility as formerly
used and operated by the Central Florida Fire Academy; and
WHEREAS, Valencia agrees that School Board will bear no expense in relation to Lhe
I
operation of the fire academy training or Valencia's use of the Facility:
n
NOW THEREFORE, in consideration of the mutual covenant, set forth in this
ApreerricaL, and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, School Board and Valencia hereby agree as follows:
1. Recitals. The recitals set forth above are true and correct and are incorporztteA
herein by reference,.
2. Grant of License.
(a) Subject to the terms and conditions set forth herein, School Board grants, to
Valencia, its employees and agents a temporary, revocable license (the "License') to use the
Facility, and paxking spaces located on the Mid Florida Tech property outside of the Facility
in numbers and locations as mutually determined by the parties, solely to operate a fire
academy training facility throughout the Term. This License creates a permissive use only
and shall not operate to create or vest any real property rights in Valencia.
Page I of I I
(b) Valencia may grant written, nonexclusive subliccuses to third parties to use the
Facilities for fire training purposes and /or to operate a fire academy training facility in
accordance with this Agreement. Any agreement granting a sublicense or rights an /or
obligations shall contain te.rnts and conditions no less restrictive than those set forth in this
Agreement and shall state that the sublicense is subject to the termination of this Agreement.
if and to the extent permitted by law, Valencia shall have the same responsibility for thy,
activities of any sublicensee as if the activities were directly those of Valencia. Upon School
Board's written request, Valencia shall provide to School Board copies of each sublicense
agreement and any amendments thereto.
(c) Valencia's use of the Facility shall not unreasonably interfere with School
Board's operation of Mid- Florida Tech. School Board's operation of Mid- Florida Tech shall
not unreasonably interfere with Valencia's use of the Facility.
y. Term. Unless agreed to in writing by the parties hereto, the term of this
Agreement shall be for ten (10) years after the Effective Jute (the "Term "). Either Party may
terminate the Agreement upon one hundred ei;hty (180) days written notice for any reason
whatsoever, ill which oveizt, this Agreemctrt shall terminate, and only those provisions herein
indicated shall survive termination.
Q. license Fees During the Terrn of this License, Valencia shall pay to School
Board the annual fee of One Dollar (51.00) per year, and other good and valuable consideration
as set forth herein. Said fee shall be due and payable on February 1 of each year.
5. i4-faintenance RZesttonsibilities
(a) Except for parking spaces provided for Valencia's use as part of the license
granted by this Agreement, Valencia or its sublicensee shall, at no cost to School Board,
maintain the facility as it deems appropriate during the Term of this Agreement, except that
Valencia shall perform maintenance and repairs to Facilities necessary to eliminate disruption to
School Board's operation of Nlid Florida Tech or to remediate a hazardous substance spill,
release, or discharge on, in, under or from the Facility attributable solely to Valencia's use of the
Facility ( "Hazardous Material Rcmediation ") in a manner reasonably acceptable to School
Board.
(b) If Valencia fails after twenty (20) business days' written notice to proceed with
due diligence to perform, or cause to be performed, rnaintenance or to make repairs required for
the specific purposes of Hazardous Material Remcciiation or eliminating disruption of School
Board's operation of Mid Florida Tech, the same may be made by School Board at the expense
of Valencia, and the reasonable expenses thereof incurred by School Board shall be paid to
School Board as additional license fees within thirty (30) clays after rendition of a bill or
statement therefor. Valencia hereby grants to School Board the right to enter the Facilities at
reasonable times to perform such repairs upon not less than two (2) business days (except in
cases of emergency) advance notice to Valencia. Except in case, of emergency, School Board
agrees to make reasonable efforts to minimize any interference with Valencia's operations
caused by such entry and to coordinate such entry in advance ,vith Valencia's academic and
training schedule.
Pa 2 of I I
<i Utiii6es. Valencia's use of water arid ucmcr, electricity, gas and all udzcr
applicable utilities obuU be mcto/ed and billed by the utilities directly in Valencia or its
oubUconsee.Iu the event any of these utility charges, no directly attributable to Valencia's use of
the Facilities, are billed to School Board, Valencia shall be obligated to xcinub000 the School,
Board for these uhozcexuo billed to the School Board. All such zeizn6urueroeot payments shall hc
paid TIO later than thirty (30) days after the School Board pfovides Valencia written notice of all
amounts due arid copies of supporting invoices bncn the utility provider.
% Inderrinifleation and Insurance School Board hereby that
V�ncia is u political subdivision of the State of Florida. Without waiving its sovereign
immunity, arid if and to the extent permitted by law, the College shall be liable for all bodily
injury and property damage attributable solely to its negligent acts or omissions, or those, of its
ornyloyeoa uotiu8 within dho scope of their employn000L. The fore8oiug shall not oouxdin1c an
agreement by the College tousounzo any liability for the acts, omissions and/or nnAli8ennoofany
third party. The College participates in the Florida Cnmoiouicy College Risk Management
Consortium, with headquarters in (3aincxvi||o Florida, for p/ocke/o uuupooxudoo, general
liability, errors arid omissions, administrative defeuxe, uutocuohile, and property, and other
coverage lioit»of sovereign immunity pursuant to Florida law, with said protection be C
applicable tooffioczo, trustees, employees, servants, and agents while acting within the scope oI
tbeirenup|oyrocut/du(iom with College. CCP8 shall beoucood as a loss payee on these policies, un
applicable, The CoUogo`u oe}f'ioxuccd fund and various policies are authorized and stated in
Florida Statutes, Section 1001.6-".(27) and Section 768.28. College u&zrco to rooiotuin its
participation in the Florida Community CoUo�� Ilia�&Yaoa�e000L Consortium for the duration
of this AQ/�o�ucuL Upon /o�u�u1 d�� CoUo�c shall provide an affidavit or Certificate of
Insurance evidencing such inuuruuco.No/bio. contained in this Agrcccocot shall hocouo�uedoc
interpreted as: (i)denying to either party any remedy or defense uvuOuhloto such party under the
laws of the 8ia10 of Florida; (ii) the consent of the CoDc8o or 0CPS 10 be sued; or (iii) a waiver
o[xoverci�uionnooiiynf the CoUxgoand 8CP8 beyond the vvuivcrprovided iolaw.
Q` School Board arid Valencia
shall, to the, extent applicable to each party's respective obliciatioux hereunder, throueliout the
Turoi, promptly comply, or cause coug/]iuooe, with all laws and ordinances and the orders, colen,
regulations and zaguize/ueoLs (individually and collectively, the ''Legal Begoireouooto'') of all
fcderol, state, onooty and municipal governments and appropriate dopurtozooin, nomozxxiouo
boo/do subdivisions, and officers thereof (individually arid collectively, the "Governmental
/\udhozidoa^), arid with roqolocmco1u of the State Fire Marshall which rnxy he applicable to dho
Fuoibty.n,tho use or mariner ofusodhcruof.
9. Hazardlous Materials.
(a) Valencia agoes to refrain, and to prcveu its cmooyeu, contractors and
oublicensees6om bringin') any Hazardous Materials onto [fie Facility in violation of any Legal
Requirement. Va hereby covenants and agr cn,xu�iectioUhepzovbiouxofI�oddaSo�u(co
§768.28 and without waiving uuy covcc�j�u izoounnity, 10 indenoniIv, defend and hold Jcbon}
Board harmless, if arid only to the extent permitted by law, from aind against any and all claims,
actions, administrative pn0000dio-n, 'udgoomntu, damages, penalties, costs, expenses, losses and
liabilities of any kiind or nature that arise (indirectly or directly) froin or in connection with die
Pao, °3 of
presence, release, spill or discharge of any Hazardous Materials in, on or about the Facility at
any time resulting from the acts or omissions of Valencia, its employees, agents or contractors.
Without limiting the generality of the foregoing, the indemnity set forth above, if and only to the
extent permitted by law, shall specifically cover any investigation, monitoring and remediation
costs. The provisions of this paragraph shall survive the termination of expiration of the
Agreement.
(b) In the event, during the 'Ferm of this Agreement, there is a spill, release, or other
Z�
discharge of any hazardous substance on, in, under, or from the Facility, then, in addition to the
provisions of any of the Legal Requirements requiring notice of such spill, release or other
discharge, Valencia shall immediately notify 'School Board of such spill, release, or other
discharge. Such notification shall be made by telephone and in writing, and, as soon as possible
after such spill, release, or other discharge, Valencia shall also provide a written follow-up notice
providing School Board with complete information concerning such spill, release or other
discharge.
(c) For the put of this 'License, "hazardous substances or materials" shall mean
(i) hazardous substances, as that term is defined by the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601, et. seq.; (ii) hazardous waste, as that
term is defined by the Resource Conservation Recovery .Act, 42 U.S.C. Section 6901, et. seq.;
(iii) any pollutant or contaminant or hazardous, dangerous or toxic chemicals, materials, or
substances within the meaning of any Environmental Law.. (iv) petroleum or petroleum
substances; (v) asbestos in any - form or condition: (vi) polychlorinated biphenyl (PCBs) or
substances or compounds containing PCBs; and (vii) hazardous substances as that term may be
defined by the Florida Statutes, the rules of the Florida Department of Environmental Protectiou,
the rules of the United States Environmental .1 Agency and the rules of the St. Johns
River Water IX'lanaoement District.
(d) Valencia will immediately notify School Board, and provide copies upon receipt,
of all written complaints, claims, citations, demands, inquirics, reports, or notices alleging a spill,
release, or discharge of any hazardous substance on, ill, Under, or from the Facility by Valencia
or any sublicensce, employee, or independent contractor oT Valencia during the tcrm of this
License, or any extension thereof. Valencia shall promptly resolve any of those actions and
proceedings to the satisfaction of School Board.
(e) During the term of this License, or any extension 'thereof, School Board, at its
expense, shall have the right at all reasonable times and from time-to-time to conduct
environmental audits or assessments of the Facility, and 'Valencia shall cooperate in the conduct
of those audits. Within one hundred eighty (180) days of the ]effective Date of this Agreement,
Valencia shalt cause to be conducted a Phase I environmental audit on the Facilities at
Valencia's cost and expense which shall be furnished by Valencia to School Board within thirty
(30) business days of receipt. If this audit detects any hazardous substance on, in, or under the-
Facility, Valencia shall have the right to terminate this Agreement at its convenience, or in the
alternative, School Board may remedia(c promptly such condition at its sole cost and expense.
In addition, within one hundred eighty (180) days after the termination of this Agreement,
Valencia shall cause a Phase- I environmental audit to be conducted on the Facility at Valencia's
sole cost and expense, which Valencia shall deliver to School Board within thirty (30) days of
receipt. If any hazardous substance is detected oil, in, or under the Facility, which was
Pip 4 of I !
discharged by Valencia or any SUblicensee, employee, or independent contractor of Valencia.,
then Valencia shall be obligated to remediate promptly such condition at its sole, cost aad
expense.
10. Notices. All notices required under this Agreement shall be in wfiting and shall
be given by hand delivery, acknowledged electronic transmission or United States mail, first
0
class postage prepaid, addressed as follows (or to any such other address or office as either party
may designate writing),
Z� C:�
School Board: The School Board of Orange County, Florida
445 West Amelia Street
Orlando, Florida 32801
Attention: Dr. Barbara Jenkins, Superintendent
Telephone: (407) 317
Copy to: Orange County Public Schools
445 West Amelia Street
Orlando, Florida 32801
Attention: Diego "Woody" Rodriguez, General Counsel
Telephone: (407) 3 17 -341
Valencia: Valencia Community College
190 South Orange Avenue
Orlando, Florida 32801
Attention: Dr. Sanford C. "Sandy" Shugart, President
Telephone: (407) 582-3400
Copy to: Valencia Community College
190 South Orange Avenue
Orlando, Florida 32801
Attention: William J. Mullnwney, Esq., V President of Policy
and General Counsel
Telephone: (407) 582- 3 -11
11. Def all! L
1q. Each one or more of the following events ("Events of Default") shalt be deemer-I n
default and a breach of this Agreement:
K. A party's failure to materially observe, perform or comply with any of the terms,
covenants or conditions in this Agreement;
iii. a detefriii that a party is without legal authority to enter into or continue to
comply •vith this Agreement;
iv. failure by Valencia to maintain required insurance;
par,e 5 of I I
V. the abandonment of the facility by Valencia; abandonment being defined as a
cessation of Valencia's operation of a fire academy training facility on the Facility which
continues uninterrupted for a period of at least twelve (12) months; or,
(b) Upon the happening of any of the aforesaid 1- of Default and thirty (30) days
after a defaulting party's receipt of written notice, the non - defaulting party may serve upon the
defaulting party a written notice of termination to end the Term and /or pursue any available
remedy at law or in equity. Upon receipt of such notice, and upon the date set forth therein, but
not less than five (5) days from the service thereof, this License, as well as any and all right, title,
and interest of the Licensee hereunder, shalt wholly cease and expire in the same manner and
with the same force and effect as if the date of the expiration of this License, except for surviving
provisions as set forth in this Agreement:.
(c) A party will be in default under this Agreement if it fails to observe or perforn
any of the covenants or provisions of this Agreement to be observed or performed by that party,
where such failure shall continue for a period of thirty (30) days after written notice is received
by that party fron3 the non - defaulting party: provided, however, that it shall not be deemed an
event of default if the defaulting party shall commence to cure such failure within said thirty (30)
day period and thereafter diligently pursue such cure to completion.
(d) To the extent permitted by Federal and State Law, neither party shall be liable,
whether contractually or in tort, for any consequential, special or indirect damages arising out of
or in connection with this A
12. Mi scellaneous Provisions
(a) No Other Parties This A m
reeent is solely for the benefit of the parties
executing this Agreement and no rights are intended, nor shall any rights accrue, to any third
party. Valencia shall not have the right to assign this Agreement but may grant written,
nonexclusive sublicenses to third panics to use the Facilities as described herein.
(b) Binding on Successors This Agreement shall run with the land and be binding on
the parties, their successors and assigns and upon all entities operating for or on behalf of the
parties to this Agreement.
(c) Governing haw. This Ag reenlent shall be construed, interpreted and controlled
according to the lays of the State of Florida, with venue in )range County, Florida.
(d) Entire Agreement This Agreement constitutes the entire agreement between tiie
parties with regard to the subject matter hereof and supersedes all previous discussions,
understandings and agreements with respect to those nnatters.
(e) Sevelrab if any sentence, phrase, paragraph, provision or portion of this
Agreement is held invalid or unconstitutional by a court of competent jurisdiction, such portion
shall be considered an independent provision and the finding shall have no effect on the validity
of the balance of this Agreement.
Page 6 of 1 I
(f) Time of the Essence. Time iuvf the essence. of this Agreement and of cacti and
every provision hereof.
( Counterpart Execution. This A���e� executed be oxoo in any unoboz of
counterparts, each of which sliali constitute an original, and, when taken together, shall constitute
one and the xzouc agreement.
(b) . Any |idguhou urioin� out of this Agreement
sliall take place in the Circuit Court for 0i7ange County, Florida and the prevailing party will be
cod17cd to recover its zeusuuuhle o|Lnruoy`x tecx and costs at trial and any and all appeals from
the oon-y/evaOioc
h) . The captions of this Agreement are for convenience only and are not 10
b000notruedaxpartuf{biof\gzecmentoodabu|lootbocooxirocduudefioiogorlinoidog in any
way the scope or intent of the provisions |icrco[
OF PAGE INTENTIONALLY LEITr BLANK.
SIGNATURES T{3FOLLOW]
nm"ra//
IN WITNESS MEE PWOF, School B oard and V�Jencia have caused this Agre-emcntto
be executed on the respectivc dates set forLabelow.
Dr. Barbara D/f. fenkins, Supp-rintentdemt
Approved as ford alid legality by the OfPcc
of the General Counsel for the exclusive use
of The School Board of Grang County,
- n-- d ay of SiAkA 2013.
By
D -i e g o " woo m Rodrimicz, Gee eral Counsol
STATE OF FLORDA
COUNTY OF ORANGE
"'SCHIDOL BOARD"
THE SCU00U.90 - "
1 - 1) ()F ORANGE'
COQ TIV, FLORMA, a body comorate
existin� raider Cae CorstiMlon and laws of
the State of Florida,
BiII uble Ch,-mnan
Rewicwed anel Approved by Orange
Couji�y Public Schools, Chief RqcflijiA,,;
Officer this day of
2013.
BY:_ V, v
I MEREBY CERTIFY that nn t L of
00- yu 2013 before me, personally
appta-r,-d Bill Sublate, Chairman, and Dr. Barbara INI. forildlic" of The School
Board of Grange Couitty, Florida, a public corporate body organized and existing wider thp, laws
of the State of Florida, to me known Lobe the individuals and officei:s described in and vvho
executcd the foregoing conveyance and severally acknowledged the excoution thereof to be. their
free act and deed as such officers thereunto duly authorized, and that the nfficial, seal of pid
body corporate is duly affixed thereto, and the said conveyance is die act and deed of said body
corporate.
Witness illy hand and official seal this dav of
2013.
(Netw-j Seal.) ril"
NoFar; Q
Vt' hy
L; FIt�cS -�A L ?tEE C 67' Crncd Thru Vo 01
1 8 of I I
"VALENCYA"
By:
Printed Name: J eO c
Fl—, P/'wo
By:
v
7Y
THE DISTRICT BOARD OF TRUSTEES
OF VALENCU, COLLEGE, FLORIDA
By:
Printed Nail
Title: V;>�'p
Date:
STATE OF FLOREI)A
COU\ITY OF: ORANGE
The foregoing insu'Unient, was a � before me this L day of 2
0,
as = w
of Valencia Community College, who produced
l '-"-,
as identification or is personally known to me and who
acknowledaed that he/She signed the filstrunient voluntarily ily for the purpose expressed in it.
- COMMISS10
MY ,
N 153769
o EXPIRES pti 1 016 Notary Public
Boqded Thr t'v
unteu Name- L
My Commission Expires:
PIp 9 of I I
MID-FL0UIDA. TECHNICAL SCHOOL BACDLI[LE
Mid-Flmric3uToch ajidEric Olso B Coniyued
Lots 30 and 45 and the West 2/3of Lots 35 and 46 The D4nXoy Land Company Subdivision nƒ
Section 2|, Township 23 Soo[b, Range 29 East, according to the p|at thereof as recorded in Plat
Book F, Page 48,Pub\io%ccnrdsof Oran �o County, Florida;
AND
The NocibwoxL W of the Southwest Yi of the Southeast 1 4 of Section 21, 'Cnvvumbip 23 Onotb
Range 29 East, Orange County, Florida:
`
AND
The West 2/3n[ the Northeast �4oY tile Southwest Wof the Southeast 1 /��of Section 21 Tbwocb'
23 South, f<uo8e29 East, Orange County, Fln�da; ' �p
AND
Block �A, Orlando Central Putk Number Fifty-8cvun.ouoonlio the p|oc thereof ux recorded io
Book l6 Pages 64 Public Records of Orange County. �ioridu as vacated by Resolution
ucordodiu Book 38 to, Page 350I;
AND
Block .B. Orlando Central Park Number EIftv'Sevun to the plat thereof u« recorded io
���ookld,P��04,P�lloD���nf � �County, Florida.
7o�o�bczTV�b vu�a�d zood vacated by Ccui6u�e rccordcdS�p�o�hcr 19, 1958 iu Book 428
Page 3O.if any, lying xi[biu1lio Southwest >6ofSccdnn2l, Township, 23 South, Ruu�o29East
Orange County, FLo�duand east of John Youn�Purkn/uy��6�nl-n'uy� '
And Together With vacated road vacated hy Certificate recorded April Iy, ly63ioBook 1189
Page 492 as is contained within the above-described `
vv
And 7.o�odhc�n7i�h vacated road vacated by Cert recorded July 7, 1067 in Bonk 1647 '
Pu8n 571 and corrective Certific znooxdod August 8 1967 in Dnuk 1055 Page 1002 ifuuy
lyiu�can�ofJobn.�ouu��ur�wuy��b�nƒ-wuyoodn/cxtofbhoubuvc-dcuo�bcdprope— "
Less and Except b�lua'o�p/oyoonoct�uodrvo�tioDc�dBoo±��4 Book 234 Page
448, Book 1256. PoAo2h, and Book 4262, Pa-c I155 '
All lying woo1 of r����o��wmy ofC|�uuodloc Drive as established in Rigbt'of�Wuy I}cad
recorded. io Book 2634. Page 495.
v�"max
EXHIBIT "B"
PORTION OF 1\41D-FLORIDA TEC1 1 OCCUPIED BY CENTRAL FLORIDA
FIRE ACADEMY TO OPERA_ L A FIRE A CAL EIMY T RAtNTING FACILITY
. . ..........
The area identified as being located within the fenced in area at the property known as Mid-
Florida Tech which area shall include the following facilities and their approximate squa-ce
footas e:
* TOWER —3,295 SQUARE, FEET
* APARATTYS BAY - 4,500 SQUARE FEET
* BURN BUILMIG — 3,186 SQUARE FEET
* FOUR (4) PORTABLES (2 CLASSROOM AND 2 EQUrPMENT) — 5,280 SQUARE
FEET
In addition, there shall be sufficient sections of parking identified by mutual agreement of the
parties to provide parking for the benefit and use of Valencia which shall not impact the School
Board's use and operations of Mid - Florida Tech. To the extent feasible, sufficient sianage shall
be provided to identify the areas of parking designated for Valencia's use.
Page I I of I I
CENTRAL FLORIDA FIRE INSTITUTE AT VALENCIA
FIRE TRAINING FACILITY
OPERATIONS AND MANAGEMENT AGREEMENT
This FACILITY OPERATION AND MANAGEMENT AGREEMENT ( "Agreement ") is
made and entered into as of
by and between the District Board of
Trustees of Valencia College, Florida, a political subdivision of the State of Florida ( "Valencia
College" or "Valencia "), and the Central Florida Fire Consortium ( "Consortium ") (collectively,
the "Parties ")
RECITALS
WHEREAS, Valencia College has established the Central Florida Fire Institute at
Valencia (the "Institute ") to operate state certified education and training programs in fire and
emergency services in its college service district of Orange and Osceola Counties, Florida;
and
WHEREAS, Valencia has entered into that certain License Agreement, dated
, (the "License "), attached to and incorporated herein as Exhibit "A," with the
School Board of Orange County, Florida, to use a portion of the facilities at Mid - Florida
Technical School, located at 2900 W. Oak Ridge Road, Orlando, Florida 32809, more
particularly described in Exhibit "A" to the License Agreement, attached to and incorporated
herein (the "Facility ") to operate a fire academy training Facility for the Institute; and
WHEREAS, the Consortium was created by that certain Interlocal Agreement Central
Florida Fire Consortium, dated , 2014, entered into pursuant to §163.01, Florida
Statutes (the " Interlocal Agreement "), attached to and incorporated herein as Exhibit "B," by
and among certain political subdivisions and municipalities of the State of Florida, as listed
therein (collectively, the "Member Entities ") to provide for the continuing operation and
management of the Facility in support of the Institute and training needs of Member Entities
and other selected agencies; and
WHEREAS, Valencia intends to enter into Sublicense Agreements with Member Entities of
the Consortium for the purpose of granting certain authority to use the Facility for fire and
emergency services related training purposes (the "Sublicenses "), the form of which is attached
to and incorporated herein as Exhibit "C, "; and
WHEREAS, Valencia desires to engage the Consortium to manage, operate and maintain the
Facility in support of the Institute and training needs of Member Entities and other select
agencies.
NOW THEREFORE, in consideration of the mutual covenants, undertakings and conditions
set forth below, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:
ARTICLE 1
Section 1.1 - Recitals. The recitals set forth above are true and correct and are
incorporated herein by reference.
Section 1.2 - Term. Unless terminated earlier as provided by this Agreement or
otherwise as agreed to in writing by the Parties hereto as provided herein, the term of this
Agreement shall be for ten (10) years from the Effective Date (the "Term "). The Effective Date
shall be defined as the date the Interlocal Agreement is filed, pursuant to paragraph 23 thereof.
2
Section 1.3 - Relationship of the Parties. Consortium has been retained by Valencia as
an independent contractor to operate, maintain and manage the Facilities on behalf of Valencia,
subject to and in accordance with the Interlocal Agreement, the License, and the Sublicenses.
Valencia has delegated to Consortium the responsibility for operating, maintaining and managing
the Facility to ensure that the Facility is functional for fire and emergency services related
training purposes and maintained in operational condition. Neither Consortium nor any of its
employees or agents shall be deemed to have any other status, except that Consortium is the
authorized agent of Valencia to the limited extent that this Agreement expressly grants
Consortium the authority to reasonably act on behalf of Valencia in the operation, maintenance
and management of the Facility.
Section 1.4 - Representatives. Valencia and Consortium shall each designate a
representative ( "Designated Representative ") to act on its behalf in overseeing the performance
of this Agreement. Valencia and Consortium may change their respective Designated
Representatives upon written notice to the other Party as provided in this Agreement. Designated
Representatives shall be the primary means for communication and all other interactions between
Valencia and Consortium that are required or permitted under this Agreement.
ARTICLE 2
SERVICES
Section 2.1 - Scope of Services. Consortium shall (i) operate, maintain and manage the
Facility on behalf of Valencia, including without limitation, to provide a training Facility for
Member Entities to perform in- service training to meet Member Entities' training requirements
and to maintain or increase the respective ISO rating; (ii) provide a training facility for
3
Valencia's Advanced Specialized Training (AST) and Fire Fighter Minimum Standards classes;
(iii) maintain all Consortium equipment, supplies, and vehicles; (iv) provide joint training
opportunities for Member Entities through the Training Officer Group, a committee of training
officers from all Member Entities; and (v) perform specific duties set forth in this Agreement if
they are not otherwise required by the standards defined in Section 3.2 ( "Services ")
Section 2.2 - Standards for Performance of the Services. Consortium shall
perform the Services required under this Agreement in a prudent, reasonable, and efficient
manner and subject to and in accordance with (i) the Interlocal Agreement, the License, and the
Sublicenses, (ii) all applicable laws and ordinances and the orders, rules, regulations and
requirements (individually and collectively, the "Legal Requirements ") of federal, state, county
and municipal governments and appropriate departments, commissions, boards subdivisions, and
officers thereof (individually and collectively, the "Governmental Authorities "); (iii)
requirements of the State Fire Marshal which may be applicable to the Facility or the use or
manner of use thereof; (iv) Consortium Bylaws; (v) other duly established requirements of the
Consortium; and (vi) all insurance policies specified in Article 7 of this Agreement.
Consortium shall use reasonable efforts to optimize the useful life of the Facility and minimize
extraordinary costs and Facility unavailability. Consortium shall, at no cost to Valencia,
maintain or cause to be maintained the Facility as the Consortium deems appropriate during the
Term of this Agreement, including performance of operations, maintenance and repairs to the
Facility necessary to eliminate disruption to the School Board of Orange County's operation of
Mid - Florida Tech, except that Consortium shall ensure that Member Entities remediate a
hazardous substance spill, release, or discharge on, in, under, or from the Facility attributable
4
solely to Member Entities' use of the Facility ( "Hazardous Material Remediation ") in a manner
reasonably acceptable to Valencia.
Section 2.3 - Consortium's Personnel Standards. Consortium shall provide as
reasonably necessary all labor and professional, supervisory and managerial personnel as are
required to perform the Services. Such personnel shall be qualified to perform the duties to
which they are assigned. All individuals employed by Consortium to perform the Services shall
be employees of Consortium, and their working hours, rates of compensation and all other
matters relating to their employment shall be determined solely by Consortium. With respect to
labor matters, hiring personnel, and employment policies, Consortium shall comply with all
applicable Legal Requirements. Consortium also shall act in a reasonable manner that is
consistent with the intent and purpose of this Agreement and with Consortium's
acknowledgment (hereby given) that Consortium has no authority to enter into any contracts
with respect to labor matters that purport to bind or otherwise obligate Valencia.
Section 2.4 - Filing. Consortium shall file such reports, notices, and other communications
as may be required by any Governmental Authority pursuant to Section 2.2 above regarding the
Facility
Section 2.5 - Public Records. Each Party shall comply with the provisions of Chapter
119, Florida Statutes, as may be amended from time to time, in allowing public access to all
documents, papers, letters, or other material subject to the provisions of Chapter 119 made or
received by such Party in conjunction with this Agreement.
5
Section 2.6 - No Liens or Encumbrances. Consortium shall maintain the Facility free and
clear of all liens and encumbrances resulting from any action of Consortium or work done at the
request of Consortium.
Section 2.7 - No Action. Consortium shall not take any action that would cause a default
under the Interlocal Agreement, the License, or the Sublicenses.
Section 2.8 - Utilities. The use of water and sewer, electricity, gas and all other applicable
utilities used with respect to the Facility pursuant to this Agreement shall be metered and billed
by the utilities directly to the Consortium. In the event any of these utility charges, are billed
directly to Valencia, the Consortium shall reimburse Valencia.. All such reimbursement
payments shall be paid no later than thirty (30) days after Valencia provides Consortium written
notice of all amounts due and copies of supporting invoices from the utility provider.
Section 2.9 - Emergency Action. If an emergency endangering the safety or protection of
persons, the Facility, or property located near enough to the Facility to be designated by the
governmental agency in charge of managing the emergency occurrence as one within concern
occurs, Consortium shall promptly notify Valencia and take all reasonably necessary action to
attempt to prevent or mitigate any such threatened damage, injury or loss, limited to the extent
provided in Section 2.11. Consortium shall make reasonable efforts to minimize any cost
associated with remedial action in case of such an emergency.
Section 2.10 - Condition of Facility. Consortium is authorized to inspect the Facility prior
to performing its obligations pursuant to this Agreement. Consortium is aware, understands and
agrees that the Facility is made available by Valencia to Consortium in an "AS IS" condition
no
without warranty or representation of condition, express or implied, and the Consortium hereby
agrees, acknowledges and affirms to Valencia that the Consortium has had opportunity to
inspect, and accepts the Facility in an "AS IS" condition. Consortium understands and
acknowledges that Valencia hereby expressly disclaims any and all warranties, whether express
or implied, with respect to the Facilities, including without limitation, any warranty of
habitability, warranty of merchantability, or warranty of fitness for a particular use. Consortium
waives and relinquishes rights to assert any claim, demand, or lawsuit of any kind with respect to
the condition of the Facility as delivered, including and without limitation the improvements, the
real property, or the personal property sublicensed or otherwise provided for Consortium's
operation or management hereunder. Valencia will not be required to make any repairs or pay
any expenses concerning the operation and maintenance of the Facility.
Section 2.11 - Action in Extraordinary Circumstances. In the event that:
(A) The Facility or equipment required for training suffer an unforeseen casualty or
failure that renders the Facility unusable for fire and emergency services training
purposes (or Consortium reasonably believes that such an occurrence is imminent), and
(B) Consortium has made reasonable, but unsuccessful, efforts to notify and
communicate with Member Entities and Valencia regarding such occurrence or imminent
occurrence in accordance with the terms of this Agreement, then Consortium shall:
(i) Take all reasonably necessary action to prevent or mitigate such unforeseen
casualty or failure;
(ii) Make reasonable efforts to minimize any cost associated with such
remedial action;
7
(iii) Continue to attempt to notify and communicate with Member Entities and
Valencia regarding the occurrence and the remedial action; and
(iv) Not be required to pay for the costs of such repairs or reconstruction.
ARTICLE 3
VALENCIA RESPONSIBILITIES
Section 3.1 — Educational Supplies. Valencia shall reimburse Consortium for the cost of
supplies consumed by Valencia in the course of its delivery of training in the Facility.
Section 3.2 — Use of Facility. Valencia shall not use the Facilities for any purpose other than
as authorized herein, except upon the written consent of Consortium, which shall not be
unreasonably withheld.
ARTICLE 4
COMPENSATION AND PAYMENT
Section 4.1 — In consideration of Valencia's waiver of fees to the Consortium's Member
Entities for their respective uses of the Facility, the Consortium waives any fees to Valencia for
the provision of Services pursuant to this Agreement, except that on a quarterly basis, Valencia
will provide to the Consortium a report detailing all Advanced Specialized Training revenues
received for courses delivered by Valencia at the Facility during the prior quarter, less all
instructional, material and supplies costs, yielding Valencia's quarterly Net Revenues. The
Consortium will be entitled to receive fifty percent (50 %) of such Net Revenues in support of its
obligations under this Agreement. Valencia shall remit these funds to the Consortium within
forty five (45) days from the issuance of the quarterly revenue report.
Section 4.2 — Valencia will provide to Member Entities a 20% reduction in Continuing
Education student course fees for all Valencia Advanced Specialized Training courses. In
addition, Member Entities will receive a 25% reduction in tuition and fees only for their
employees enrolled in Valencia's Firefighter Minimum Standards Career Certificate Program
and Fire Apparatus and Operator Career Certificate Program. These reductions are not applicable
to all other costs, including without limitation books, uniforms, materials, certification
examinations, and equipment.
ARTICLE 5
LIMITATIONS ON AUTHORITY
Section 5.1 - General Limitations. Unless previously approved by Valencia in writing
notwithstanding any provision in this Agreement to the contrary, Consortium and any employee,
representative, contractor or other agent of Consortium are prohibited from taking the specified
actions with respect to the matters indicated below.
a) Disposition of Assets. Sell, lease, pledge, mortgage, convey, or make any license,
exchange or other transfer or disposition of any property or assets of Valencia or School
Board of Orange County, Florida;
b) Contract. Make, enter into, execute, amend, modify or supplement any contract or
agreement (i) on behalf of, in the name of, or purporting to bind Valencia or (ii) that
prohibits or otherwise restricts Consortium's right to assign such contract or agreement to
Valencia at any time;
c) Liens. Create, incur or assume any lien upon the Facilities;
d) Agreements. Enter into any agreement to do any of the foregoing.
I
ARTICLE 6
TERMINATION
Section 6.1 - This Agreement may be terminated by either Party and be of no further force
and effect, upon the occurrence of any of the following events:
a) Upon thirty (30) days written notice, in the event of failure of Member Entities to
provide to the Consortium in a timely manner dues, fees, or required in -kind
contributions as provided in the Interlocal Agreement; or
b) Upon no less than one hundred eighty (180) days written notice stating the Party's
intent not to participate in or otherwise to terminate the Agreement for any reason
whatsoever; or
c) Upon written notice of termination for the reasons provided in Section 2.11 relating to
other than ordinary and usual repairs for which the Consortium is unable or unwilling to
provide; or
d) Upon thirty (30) days written notice in the event of failure of any party to observe,
perform or comply with any of the material terms, covenants or conditions of this
Agreement; or
e) Failure of the State of Florida to appropriate the funds necessary to operate the Facility
or Institute; or
f) Upon written notice of termination in the event the Interlocal Agreement is terminated;
g) Upon written notice of termination in the event the Facility is rendered substantially
inoperable by any cause or for any reason,
10
h) Upon written notice of termination in the event Valencia's License Agreement with the
School Board of Orange County is terminated.
ARTICLE 7
INDEMNIFICATION AND INSURANCE
Section 7.1 - The Parties hereby acknowledge that Consortium is a governmental entity in
the State of Florida. Consortium shall not have tort liability for any amounts in excess of those
limits per claim and per occurrence set for tort liability in Section 768.28 of the Florida Statutes.
Without waiving its sovereign immunity, and to the extent permitted by law, Consortium shall be
liable for all bodily injury and property damage attributable to its negligent acts or omissions, or
those of its employees acting within the scope of their employment. Further, under no
circumstances shall Consortium be liable for the negligent acts or omissions of Valencia (or any
person employed by Valencia in their capacity as employee of Valencia). The foregoing shall
not constitute an agreement by Consortium to assume any liability for the acts, omissions and /or
negligence of any third party. Consortium shall procure insurance policies for worker's
compensation, general liability, errors and omissions, administrative defense, and automobile, at
least to the limits of sovereign immunity pursuant to Florida law. Valencia shall be named as
additional insured or a loss payee on these policies, as applicable. Upon the written request of
Valencia, Consortium shall provide a Certificate of Insurance evidencing such insurance.
Nothing contained in this Agreement shall be construed or interpreted as: (i) denying to either
party any remedy or defense available to such party under the laws of the State of Florida; (ii) the
consent of a Party to be sued; or (iii) a waiver of sovereign immunity of a Party beyond the
waiver provided in law.
11
Section 7.2 - The Parties hereby acknowledge that Valencia is a governmental entity in the
State of Florida. Without waiving its sovereign immunity, and to the extent permitted by law, at
such times when Valencia is using the Facility, Valencia shall be liable for all bodily injury and
property damage attributable to its negligent acts or omissions, or those of its employees acting
within the scope of their employment. Further, under no circumstances shall Valencia be liable
for the negligent acts or omissions of Consortium (or any person employed by Consortium acting
in their capacity of employee of Consortium). Valencia shall not have tort liability for any
amounts in excess of those limits per claim and per occurrence set for tort liability in Section
768.28 of the Florida Statutes. The foregoing shall not constitute an agreement by Valencia to
assume any liability for the acts, omissions and /or negligence of any third party. Consortium
shall be named as additional insured or a loss payee on all policies of insurance that Valencia
carries or is self - insured for with regard to worker's compensation, general liability, errors and
omissions, administrative defense and automobiles. Upon request, Valencia shall provide either
a Certificate of Insurance evidencing such insurance or a Certificate of Self- insurance. Nothing
contained in this Agreement shall be construed or interpreted as: (i) denying to either party any
remedy or defense available to such party under the laws of the State of Florida; (ii) the consent
of a Party to be sued; or (iii) a waiver of sovereign immunity of a Party beyond the waiver
provided in law.
ARTICLE 8
MISCELLANEOUS PROVISIONS
Section 8.1 - Assignment. Neither Valencia nor Consortium may assign its rights or
obligations under this Agreement without the prior written consent of the other Party hereto.
12
Section 8.2 - Consequential Damages. Notwithstanding any provision in this Agreement to
the contrary, Consortium and Valencia each agree not to assert against the other any claim,
demand or suit for consequential, incidental, indirect or special damages arising from any aspect
of the performance or nonperformance of the other Party or any third -party engaged by such
other party under this Agreement, and each party hereto waives any such claim, demand or suit
against the other in connection with this Agreement.
Section 8.3 - Amendments. No amendments or modifications of this Agreement shall be
valid unless evidenced in writing and signed by duly authorized representatives of both Parties.
Section 8.4 - Survival. Notwithstanding any provisions herein to the contrary, the
obligations set forth in Sections 7.1, 7.2 and 8.2 shall survive in full force despite the expiration
or termination of this Agreement. The requirements to name a Party as additional insured /Loss
Payee expires four (4) years from the date of termination of this Agreement.
Section 8.5 - No Waiver. It is understood and agreed that any delay, waiver or omission by
Valencia or Consortium with respect to enforcement of required performance by or under this
Agreement shall not be construed to be a waiver by Valencia or Consortium of any subsequent
breach or default of the same or other required performance on the part of Valencia or
Consortium.
Section 8.6 - Notices. All notices required under this Agreement shall be in writing and shall
be given by hand delivery, acknowledged electronic transmission, or United States mail, first
class postage prepaid, addressed as follows (or to any such other address or office as either party
may designate in writing).
13
Consortium: John Miller, Fire Chief
Orlando Fire Department
78 W. Central Blvd.
Orlando, FL 32801
Telephone: (407) 246 -2390
Copy to: Jody Litchford, Deputy City Attorney
City Attorney's Office
Third Floor, City Hall
400 S. Orange Avenue
Orlando, FL 32801
Telephone: (407) 246 -2295
Valencia: Valencia College
190 South Orange Avenue
Orlando, Florida 32801
Attention: Joseph Battista, Chief Operating Officer for
Continuing Education, International Student Services,
Public Safety
Telephone: (407) 582 -6622
Copy to: Valencia College
190 South Orange Avenue
Orlando, Florida 32801
Attention: William J. Mullowney, Esq., Vice President of Policy
and General Counsel
Telephone: (407) 582 -3411
Section 8.7 - Fines and Penalties. If during the term of this Agreement any governmental or
regulatory authority or agency assesses any fines or penalties against Consortium or Valencia
arising from Consortium's failure to operate, manage and maintain the Facilities in accordance
with Section 2.2 above, such fines and penalties shall be the sole responsibility of Consortium.
Section 8.8 - Representations and Warranties. Each Party represents and warrants to the
other Party that:
(a) such Party has the full power and authority to execute, deliver and perform this
Agreement and to carry out the transactions contemplated hereby;
14
(b) to the best of such Party's knowledge, the execution, delivery and performance by such
Party of this Agreement, does not and will not materially conflict with any legal, contractual, or
organizational requirement of such Party; and
(c) there are no pending legal, administrative, or other proceedings that if adversely
determined, could reasonably be expected to have a material adverse effect on such Party's
ability to perform its obligations under this Agreement.
Section 8.9 - Counterparts. The Parties may execute this Agreement in counterparts, which
shall, in the aggregate, when signed by both Parties constitute one instrument. Thereafter, each
counterpart shall be deemed an original instrument as against any Party who has signed it.
Section 8.10 - Governing Law. This Agreement shall be construed, interpreted and
controlled according to the laws of the State of Florida, as venued in Orange County, Florida.
Section 8.11 - Severability. If any term, provision, covenant or condition of this Agreement
is held by a court of competent jurisdiction to be invalid, void or unenforceable, the rest of this
Agreement shall remain in full force and effect and in no way be affected, impaired or
invalidated.
Section 8.12 - Captions. Titles or captions of Sections contained in this Agreement are
inserted as a matter of convenience and for reference, and do not affect the scope or meaning of
this Agreement or the intent of any provision hereof.
Section 8.13 - Time of the Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
15
Section 8.14 - Enforcement and Attorney's Fees. Any litigation arising out of this
Agreement shall take place in the Circuit Court for Orange County, Florida and the prevailing
party will be entitled to recover its reasonable attorney's fees and costs at trial and any and all
appeals from the non - prevailing party.
IN WITNESS WHEREOF, the parties have executed this Agreement through their duly
authorized officers as of the date set forth in the preamble to this Agreement.
16
T
IN'TERLOCAL A"G-FtEEMMNT
CEP4TIRAL'
FLORIDAFAHRE ACADEIWY
APPrO"cd by Fig Aeadcrjay � oil July
This is an Int'-flocal Agreement bct�vccjj the following political subdivi
&� - . - _ and
muniel oal i ties ol'the State of Florida-
a. City n-FOrlando
c. C it y i
i ty 0"'V'/imcr (3arden
b. "i tY o f Oc oee
d. CIAY of'Maitlaac
✓ C. C ity o 1 ' Kisstmm e
Orange Cot AY School Board
C4 o' SL Cloucl
City of Casselbe'fry
i. City Of Wi nter Park
CiLy of Oviedo
Graflilz)le Collfity Board otc-Cotirltv Commissioners
1. x
Sel-17i C " OL ' n 'y 50t "d Of COtIrILY Commissioners
Reedy Creek Improvement District
-0"-' County B oard Of COUIAY C ominissioners
Whiter Springs Fire Depar-tr-nent
RECITALS
W19 1Z ! S, by f r t e local
Agreement dated June 6, 1977, the City cf Orlando and the
forrf`-el* C County Board of Fi Ccal .
1-Miss.110111'rs agreed to i SOonsor and participate i
an"Orllando-Ora.,nge 1`ire Training Academy"; and
WHER EAS, the City, of
q d o P, cd the creadOn aild estabiislune o f t,
"Orlando -Ora ngc
,p Dire 'I'mining
Academy Board of Trustees" by adoption of an If to
Chapter 2 of the Ccdc of the Cit ofOrla
a,- an
WI by Inierlocal Agccc d j unc 3, 1952, (and subsequently tipclai�c and
agreed upon on h4arch 15", 1994) w City of Od,,, z`rlel OrWIcIC
, County agmal to comkm, tat
jolt efforts begun as a result of the alronentioned Intericcal Agreement of June 6, 1977; and
WHEREAS, by Subsequent amendments to Chapter 2 of the Code of he City o f
Orlando, the 1 re_n,_ -016
"Ied , -, Fe-designated as Me "Central Florida Fire Acaderf. at
Orlando ", then the "COW Florida Erner g Services Institute," and Lhen re-named "'C'entral
Fio•ida Fire Academy;" and
VVIIERE,i s, the curccn't
ParticiParits are desirous of continufn- their joint e f±d, i
providing 17,-vefjJs,-,tcr, C'nergency medical armi m2rgancy rn-anagernent training; a[l
Chapter '1 ), Florida Statutes provides, that a joint exerc 01, powcr by
public agencies may be mad by Agreement i,7 th"e form of an 113 tedocal Agreement; and
WHERE,A.S. each of we p t, this 1-Itc.-local Agreement is a "Public agency"
the meaning of § 163 0 1' Fi Statutes, and
WHEREAS), the parties to t17i5 1 Agreement desire t cont [I
nue w - l ihj
operation of Centrai HOrida Fire Academy and Bather desire to better set forth the e g
relationship beta thevnselves vvith respect, to the Fire Academy's operatio
NOW, 'I'MIERIEFORE, IN ICOMsIDERATION of the foregoing and other good and
valuable conslrhration, to :
H the InUUMI b',ms, conditions, promises, and co�
hereinafter contaiaed, the parLies a�ree ,is 1oflovis:
The recitals set l'orm aI are true and correct, and incorpo,-,qj i
part of this 11 Ag•eernent.
lid lniel]T I he Pmpose and intent o tnzs Inter]C)cal
provide for the coritinuung operation and rnana o f 1 1 t -1 l mn Florida Fire Acade
Cc,
and
to set forth the duties and responsibill ties Of t PIrticipaLing parties. It is also the intent o f this
Agreement to co-
Inue Central Florid ' Acaden-ty as a separate e L VF -,, t 11 ity created by hitc
Agreement, and this vullends and modified the a referred to hit-Hocal
Agree rilerits.
Nw-rs De,
4Vniqej The Bc
ard o f I)i. Ofs of Central Florida, Fire Academy
{hereinafter the "Board" or the "`bard Glff)irecLors") s Possess the Po to make and enter
into contracts in i own name, to emplo jenc
jes OF erriployees, to acquire, construct, rijall
maintain, or operate buildings, -Darks, or irripcove to acquire, hold, or dispose of property;
and to incur debts, liabifitics, or obligations 1xhich do not conititlite
I , tile separate debt, llabflity, or
obligation of any p to this I ntef l ocaj Agreelr.
b
All such pov, shall be exercised i
accordance w"th L 110 Pf Of this 1n'LerJoc,--,.l Agreement, as well as the provis;
Chapters 163 and 1] 9, Florida Statutes.
4.
Q'Iltral _1 I irc Academy shall be C'Overned
OV 1Ls
Board of Directors, in accordance with Chap (ey 163, I'lorida Statutes, and in accordance- vvifln
this
Interlocal Agrce.-rient.
b.
The ril Ch of each pa rty to this -
Agreement, alaing with a,
`11cM")'2T i[ be designattc] by the Orange ou
in _/
School Board, siiall make Lip tile Board of Dire tors of the Central Florida Fire Academy. :Fari
member of the Board of clirecto shal! be entitled to vote on all issues before the Board.
C_ Each raci of the Board of Di
ircetors may des1--M@tC, iil
writing, an alternate to serve as an acting board 1 in the event that he or she is unabic to
attend a meeting of the Board ofE liectoirs. Any SiIcll alternate member of the Board of Difc!ci0j-s
shall be entitled: io vote on any issues before the Board, provided the regular member is not
present,
CL Board pvlembzrs; qu' Members of the Board of Dii-ectors
of the Central Florida Fire A ShM not be compensated for their services as L, oFjrC ,
members. However, the Board may fiord time to 'Iffte agree in advar.-ce to pay the oul_
expenses of any board rnember asked to dc) CXtraordinaiy services on behalf of the Board,
5, OJ The bard of Directors shadi hold an a.avual election of o + D n l y
board nienribers may serve as off_lc "s of the Central Florida Fire Academy. The officers shall be
President/Chairnian, Vicc� President/Vicc C'Laiman, S ecretaq
and Tres surer. f�i�tties
resporisib i I i ties and authority of 0-Micers shrill be defined by the By-Laws, as defined herein.
6. "Vlee'h wF: The Board of Directors Shall Meet monthly at a time and place to be
determined by the Board. In addiuO." S PcCiF ,1 N of the Board 01'Directors may be ca,Jlcd
front tune to time, and the procedures for SUCK MC tlncS shall be set forth In the 13 Y-I , Wvs. All
meetings. Wheth , cr regular or special shall be DfOJ)Cr1y noticed as "Public Meetings ", as ntqjj'
L� � I I i " - Ired
by Florida Law.
I I I al f Dir ect o rs 7. S' All meeting- a nd l ous - ress o f t' Bo ard o Dir o be
conducted in C0 with Florida's Public Records and open meeting laws.
Action by B&and of D�rector--: All actions of the Mu of Directors f-nust Ct
approved by P s'mple ma j 1 of board fers present at the meeting, except tn'� th�thy., t,�,Oje ri(�nnb I
following Matters shall require a two- t hird s or 1 0 f t I
ILY lose present for E.Pproval:
a. Approval ofannual budget
b. Hiring Of firin of executive director or chief Financial officer
C. Admission of any addi' parties toInterlocal Agreement/Board
of Directors
d. Adoption oil y-I.aws
e. Amendments to
L Analual Schedule of Dues apd Fees to be charged by Central ,Florida
Firc, Acaderny.
9 . Th
Ir : " ' ' Parties to this Interlocal Agreement shall be the initial
parties and Participants (sometimes referred to herein as "Memb or "NI r b
e !-I er Entities"') ;
the Central F Fire Acaden"T the BDard of LArectors, may, from tine to, t�
z ,
allow additional public agencies to partilcip@&.:� as lVlernbers on such terms and conditions it may
set. In the event that the adInjission of additional public agencies as Parties to this luterlocal
Agreement be initiated by a :favorable tv;o-thirds (2/-",) vote as described in the pnere(lj
paragraph, such nevily admittcd jVj,_�rn 'Xili flIcil execute and agree to join this
Age eeirient,
C�
r z
ILI J
1 1 I t
rT 1 1i 0,
15. �Bud'2e- i w: The Board ofl)irecturs shall annually budget for the ope
C, lons Of
Central Florida Fire Academy. Each pariy to this Interlocaij Agre; shall provide fundi 'Ina
C,
Central Florida Fire Acadcyny. T"he Board of Directors shall annually adopt a Schedule Of dues
and fees to be charged by Central F lorida Fire Academy.
16. P u ?. ` ?
ell"13j in ptu ari( -1
I , entering flito contracts to purchase, The Board] oi
Directors of Central Florida Fire Academy shall initially use the procedures utilized by ne City
of Orlando for purchasing, until such me as ti ! - -e Board has adopted its own policies and
procedures.
17. Glifts 211d Grants: The Board off)' 'tOrs Of Ceritral Florida Fire A shall
Irec
have the power aund authority to accept gifts on behali'ofthe Fire Academy, and shall also have
the power and autiiorlly to Seek, In iis
0iim narne, grants fro" Other ,, vernmental ac
0 1 agencies.
1 3 i r as Th, 'Ofs Of Central Florida Fin:. Academy shall b,, r
) OL'i'd Of D irec tors 0 � j jI J
insurance coverage for liability, property, �v,)rl:er,s compensation, unemployment compensat
group health insurance, ard any othe
insurances as may be determined by the Boarc! of
Directors. In obtaining such Insurance, The 'I'1oa of Directors of Centr
_a-1 Florida Fire Ac�;d
may Participate in any mcrabers insurance prograrn, or in any other similar governr
ne
Insurance program.
1 9 . Ernpioyces of Central Florida Fire Acadenay shall be its em
and shall not be co the ernjoloycos ot a Ni/Icrnbef Entity.
20 In d e
!22- To the fullest extent perrnitled by law and subjec to the pro /Islolis
and limitations o §76 F.S., Cen tra l Florida Fire Academy shall defend, inderrinify and hoicl
harmless any member entity, its officials, ag�rnts and employees f rom and a ci a '
last arty and Lill
non-employce claims, s uits, )' enscs
Judgments, deniands, liabilities, darnages, costs and - p
(including at fees) of any kind of rIcItUrC whatsoc arising di or indirectly o of
or caused by any neolig
g ent act or omission of tile Central Florida Fire Academy, anyone
or indirectly employed by it, or anyone 1 ' 0 '- - %VhOse acts any of them shall be liable.
Neither the provisions, (;oVi-Ina
or agreements contained M this Agreement, nor any ineicbEtch issued pursuam to this
Agreement, shall constitute an indebtedness or lia." ility of the f elltitie',,' fsly
indebtedness shall be issued by Central Florida Fire Academy and not the member entities. _11
issued, ar-Y indebtedness and the interest thereon shall be limitod al_�cl special ol)li gaiiot.s o'
Central Florida Fiie Acadf,-my, payable solel y j'r()jjj the re%,enLies pledged thereto.
22.
"� Lv NO CO%Tflant or agreement contained in th A-rceineat 1
ZD
shall be deemed to be a covenant Of a(Ifeu of an Nfernber, officer, agent or employee 0
Central Florida Fire Academy nor any Officer, agent,
Of tIMPlUee of a Niernber Entity in h:S 01*
her individual capacity, and menibers, GEficOrs, a�entts and el of Central Florida Firo
Academy and the IN /lernber nlities shall not be personally liable on this Agreement or be subject
l E
to any personal iiabilit or
c-olintability by f of execution of this Aorcenient.
l i e d
is thal Iffis Aorcenicut shall b, f , by a,
l i r
Florida Fire Acaol rny, or its all-l- ag -
C 1 '111 Of l'(_'J)rCsefltative, with the Clerks of the COL111 Of
Seminole, Osceola a orafjgc County, Florida, all in accei with the Interlocal Act, E
that this A shall not become effLctive uritil Central Florida Fire Academy o it
authorized representative leas so Filed the Agreement.
24. Disso"
-L ti": In eve of Directors o f d of The Board of Di IIII-lilul. -1 ! tr a I
Florida Fire Academy, all authorized debts shall be r Id
paic, and any remaining property and ns, ets,
of Central Firc Academy sha be p -- -
Florida I - L IIOILLa to its p Member
in accordance with the ai1101.lnt OffLUldin -g; coll.'ributed by each k4erliber Entity during the jive
years proceeding such dissolud0l -PrOvid however, that property contributed by any Mcm.bter
LAW A So i
25. f
A.
vVW MOP 11: AW-Vv A�q
1 &A,
loon? no! >T&W
W FO
;0U.
ry
Sme"ov I yaw
Ron
!Whov; 00 hammodn own
Ana
- I n L UN AV didy r n4o
-LOPSA,
tt
�IVAI split 0 tin
to the perfon of such functions and ClUtics of such officers, agents and employee
territoci a] Iv.
.30. 1W i s Co l ha 3 e 0 u s.
a. Adl noii-- dc-n-a f i - )rma j actions or other cornmunucations hervjndcr
I
shall be in writing and irmiied, A L � by f1 Or delivered to each n Members . be
responsible ibr keepin,- their xntact hn,brmaLion current With he HNCcutive Director.
b, This Agreement will inure to the benefit of and be binding upon the
Pat al'Id their successors and assigns, arld tiVill not Confer any rights upon any othe p rsoj
other than the Mernbef entities.
Sect headings have been i rtser t e d ' thi A ( , reet - nent as n
o f
convenience of reference only, and it is agreed that such section headings are no-, a p,-o- ( ,,F i - 7
Agreernent -and - vvill not b e
in ' 110, Of LU Provisions it. of this Agre(�rn r
11sL I C
This Ac-
.I.eement may be executed in several coUriterpails, each of %hicfi
shall be regarded as an original and all of vNch sh"t.11 constitutc orte and the same docu
L. Phis Ag?eerrien- slhafl be govc.niccl by and construeci in a-c-cordaince %vith
the laws of the State of I lorlda.
f. If any One or inore of the c3vciiants, agreements or p l - ov i s i olis
contained shall be 'Micl contrary to al ly express provisions Of law or contra; to the pokcy c) ,�'
L
express law, 0- 1 0 U-ily l not expressly prohibit—, or against pit
blic policy, or shall for any reaso,,-1
whatsoever be held invaljd, t;14;n such covenants aoreeinenis, or PI null - c i
shad I be m6, vo�
and shall be der.rrted separably 111701- the renu inol cove agreements or provisions isions and shall
in no way affect ihe validity ol"any ol'ih f)rov f
isk )S hereo .
A �Q I D
1 "'), SI'O'Nr
TO provide high quality safe and IrIre/rescue luducation and Lfaining
Z:5*
VISID N
We wili develop and present training that is n-jeajjjn(,f,,fj - In i nnovat ive ) I
loca! fire agency personnel. el to meet the needs � I
We are conlinitt to deliver a dualit ed"e that will further the professional and
educational goals our students through aureel and P-1 1,vitll other higher level,
educational or(Yv.riiz
I I .
We � V:11 co nt'rft�aIIY strive to PI cou-rses and training that are cost effective, responsible,
and ever char g to develop a firefic, that is progressive, knowledgpabf--, and
willing to move Our local fire service i th 11
Z� El
BY A'W S
The Central I'Florida Fire Aca( is established ar cv O verned by an Interlocal Agreen by
CI
and between jis N4 it is the i of these Bylaws to be consistent with the lntcr'� al
Agreement, as m cn
may be aerided [ronn titre t t im e. h' c onstruing these Bylaws, in t e c.ve
that there is any discrepancy or Conflict between these Bylaws and the Interlocal Agreement, the
interlocal Agreement shall govern and control.
t� LI
I ! VIE
42 ABIERS-In"]? - DO A RID 0 7P D I RR'Cl'ORS;
The Fire Chief of each party to the Interto-al A along with an additional Board
fk to be drslgnated by the g range COMItY S5chool board shall make Lip the Board o; Directors. Each Member of Board Of Directo'rs may designate, in writing, an alternate t
Serve as an acting Board Mlcnib i the tvcj 0 1 1
Board of Directors. I1 7 e 1junle nt that he or she is unable to attend a meeti o ��' ti
2da!�Ia representative shall be tile single poi o f
corituci for
all official cot reslaoi do nee and business between the Agency and the Board of 'I-) i rect '
C7
Agency representatives shall be the Fire Chiefs and their, narnes shall be submitted �-o i Lllc
-
President of the !- of Directors prior to that age.noy's initial approva,
I for Membership.
The Board SecreL s h a li plaijjtain a list of all -Vf--cnb--r Agencies (including the date on Which
each became art annual contributing f'Vjej-nb-1f) and, the name oT'each Agency's Fire C1
0 1 i .
Should a Nfember Agency declare its intention to viitlidraw or fail to submit its
contribution I-loon proper Invoice, that Aoency - n3prescritat'
Board of Directors rn terminate b y be terminai un to and/or Membership crt the
y majority vote of the Board of Directors at a duly
noticed meeting. A IMember i wiihclr,).w' by givin not less that
to the Board of Directors. C�i ing n six (6) months written ac)-ti
Pegg I of 6
ShO a McMbcr of the Board of Directors be unabh� to attend a fnec o f t h e B c)ar( , , the
that Member may designate an aiternate to attend the meeting in his or her place. The altenrlate
representative shall have the same voting rights a( Uhle Meeting as the Member would h-em/e ha
':'IYOTIES — BIOARD CF D`fl_P,_'E_CTGRS
The Board of ?directors shall i,,i
policies and Procedures, establish Ilutes and Regulatioi
and folrnlLflatC the curriculuhn to be delivercd by and f6r Nlembers of the Central Florida pi:re
Academy. The ',,oard of Directors shall app ell
rove ar, annual budget, !'_ and/
0 , - financing for the
operation of the Academy. Tho Board � Directors shall establish job descriptions for a,i) a
I _
all full or part-Lirn , employ cvor lj�,,) f,,-_ or t hrough the Academy. The Board of Di.,
I , _eclofs
shall review and ap=prove contracts for goods utilized by the Academy, formulate a stra
.
,a�egi-
plan arid capi facilities improvement plan, and authorize the acceptance by the Acaderfiv of
contributions personal property or cash I
to be Litilized by the Academy ill carrying out its
0
mission. In cooptraLiou �Vith the Senior Director of Mlj.6 Florida Tech, the Board of Dire tors
shall select and retain an 'e xecu ti ve L:iector 'M
i - tlIC' PLIrPOSCS of conducting day to da
operations. I lie hoard shall have the power and authority to alter and amend these Bylaws at a,
regular or specia' r
nee o f the Board as long as there is a - two-thirds (2/3) majority app. -
of those present.
09FIlCEkS
The Central Fk)� ida !'ire Acade
'"i rny f1oard of Directors shall elect from its own Nfernbership the,
'01lowilia pos`
ions.
Vice presldcntl ice chnirn
Secretary
Treasurer
0 Z 11 Y B N rmay servp ns ow
DUTIE OF T1 I
It shall be the dUiY 01' the Prcsidwit to pvcsi R at all meetings of the or in accmdancc
With Parliamentary procedure as established by Roberts Rules of Order .Revised Edition,, flx
as maybe , Othcrvlise provided by these Bylaws The Pre,��jj shall also:
I te n t
Call special Meet when in his/he. judgment suu'� na��ctintys are necessary or upon C q y
�.? 0 .1 - j .:
request of a majority of M-Inbcrs of Board of Directors,
Appoint all commaittees;
Enforce, or cause to be enforced, the' Bylaws, ]Zulos and i'l established by the Board of'
Directors and any wid all Agreements to v the Central Florida R_-e Acaderny is a party-,
Have the right to Offer motions, debate front the ellail and vote Oil all matters;
0,
a-c 2 of 6
0
Preside over anc conduct the election oflall Officers.
DUTIES OF "TiHE VJCR-PRMU)ENT
The Vice-Presidient shall assist the President in the discharge of his/ d u ties. ih r Clu es, In the case of th
absence or incapacity of the President, the Mice - -President shall assume the duties of' till
l
e I
President. In ih, event the Office of the 1creside 'becomes vacant the Vice-Pi -esid-n- shall
assume and fulfill all duties of the President und] all election to fill said vacancy is conducte i
accordance with the provisions of these by kaws.
DUTIES OF T*, SEC iTJMTAr1
It shall be the responsibility of the Secretary to call the roll of the Nlernbers at each meetin2
L , aricl
to record the Secretary proceedings. The S shall see, or cause to see, that Nfinutes arm:, kepi of each
0 -Y
meeting and col- distributcd V/ in one viec of said ni,ecting, The Secretary shall record, or
cause to be recorded, all correspondence to and Croin the Board.
DUTEFS OF THIE TR1;TAS1JR_E*R
It shall be the responsibility of the Trtastiver to report at each Board meeting �, flinancial statt,
of the Academy. In COOPC'CIA1011 With the EX Director, the Treasurer shall monitor all
major financial GctMty of (he Academy and report such activity to the Board.
In addition, the Treasurer shall prepar=e, or cause to be prepared and distributed to the M,-rnber
Agencies the annual financia: report and audit of the Academy as required under the Int„rlocal
Agreement. At any time during regular business hours, Mciribers have the right to inspect the
'I nancial operating books of the Acad=emy L111der the supervision of the All rquesis
for a review of the operating books shall be made in writing to the Treas who vfill bc-,
responsible for responding, to any such inquires.
0 , any
STANDING 'COP/0 S
The Board ofDi. in carrying out its du6,.,,-s - nd responsibilities, nl;ly establish comrrll:' 'Ies.
The 'President shall name the Board Nfenibers to serve on each sach corn.. The folloming
committees will serve as standing cornrnittecs c Board of Directors:
1:1. Budget and finance
b. Curriculum
C. lr1StrU'_t0r Qual ification
The Board esta of Directors may also blish, ad hoc corni to be appointed by the President
as needed, L -
E 0F AND TERM OF OFMCE
The Board of'Difircctors shall hold an annual election of officers. Only Board Menibc.Ts mal,
serve as officers. The electjo shall take place at ilic regular meeting of the Board in Novi�r.
D
Pa "N ') o 6
of each year with noi-n I nations being received at the prior October inectin Term of offic-- - ;"- 1 a i
be one (I ) year. .-
Should an Gfficer o! I the Board be Linable to co' 1
"Plete his/her term Of office all elCction Sha I be
held at the next regular rn eting of the Board of'Directors to fill this vacancy.
NJEETIINGS' - BW ;C)F D1
Regular rneetinc�s shall normally oc h on tr
C, � secolld Tuesday of each month. Th-- Board rnay
vote at the preViDUS Tneeting to, change th�-- date or tine o. C�
n fa recrular rneeting for stated caw-:e,
1, 1 E E, T D'i CS - G, E N.ERA L
The Executive Director shall furnish in Agenda for
r to each Nlember of f a t
least one week -Jrlor to the scheduled date Of the meeting. Any Board Member may ofl.cx f
discussion iterns not appcarino 0 ca tile; tile; : A Under - the scetiondiefined as L'New BLISineS.-".
All meetings of the Board and subco ees rcsponsible to the -Board. shall be in full
compliance with applicable law of the, State of Florida (including the Sunshine Law and Ptiblic
Records, Lav/).
SPECIAL
Special rrieetinngs of the Board of Dir rnay I 0
caked by the Pr'jSiden- as he/she dcefns
necessary, or at the written request of a majority cfthc ivlcnnbers of the Board. Special meetings
shall be noticed a ra of Clive business days prior to such meeting. Notice of -" specia".
meeting shall be made by c-niail arid facsimile to ail Board Nltiribers and previously des:
alternates, if any.
tJ -� 1 F" y 1 1 iq (-, - TTL
I'Ll , - A N.111ANCE
In order to take any action I a vote of the hoard, a qUOMM Must be physically present at
the meeting. /-\, quorum of the "card shall consist of at least forty percent {40'/()) of Nlenibeic
% I,
:agencies currtiv - their annual Membership fees. A quorum will be req y uircd for an action
except as otherwise provided I
provided - it the interlocal Agirce-nen'C or these byla
i the case of a Special "Viectim a
rll?-joritY of the number Olt' the orl'icers shall constitut a.
quorurn for tile transaction of business.
To maintain lVict-noc-iship i "Good Standir. C - each Agency must attend at least severity-fi
percent (75%) of the regular sc- MO-11Uhly meetin If any Agency fails to mei:t this
requircalenL, the Board may, by -nmj vote at a duly noticed meeting, suspend that Agency's
voting privileges for the balan c Of the fiscal year. Hoviever -this action will remove priv;l,,
Otherwise enjoyed by said Agency, nor will it preclude said Agency from making rnoilons or
entering into discussion on ISSLIts before the 1-
r)
I avc 4 of 6
R X 1 1, CM J T IV R, D IR R C T 0 R
The Board of Directors shall contract with an Executive Director for the Academy '" shall
serve at the pleasure of the Board. The Executive Director shall lie selected by a two-thirds
(2/3) majority of those present at the specific meeting. The Board may designate an Acting
Director in the case of incapacity or inability of the Executive Director to insure oversight of the
day - to day functions of the Academy.
Authority ofthe Executive E1 shall include the ai!thorization to spend frorn the Acade'rny
budget, undesignated revenue for individual items Lip to $1,000.00 or for budgeted items of'a
routine nature. Thc Executi Director may also sic'm short term agircernents with suelh persons
or organizations so as to cari'y out the hLeiiL of the Academy within t'L'e: budget of the Board of
Directors. In art emergency situation,, the Executive Director with the concurrencw of the
President turd one other Member of the Board may expend such money as has been budgeted',
but approval shall be obtained at the rie, scheduled meeting of the Board of Dircetors,
C�
The Executive 'u (rector also has the ultin authority to select all Dire Academy evnplo- Y ees.
This authority includes the responsibility to select all Pnogram, managers and approve the use of
all instructors. All academy employees serve at the will and direction of the Executive Director
CHAEF F!'N,�,NCJJ AL OFFICE R
The Board of Directors may also hire a Chief Financial Officer, who will be responsibly; for
ensuring that all budlgetirgj, accounts payable, accounts receivable, and other financial r.latters
are conducted in accordance with generally accepted governmental accounting practice, The
Board may enter into a written calptoyinent contract with the Chief Financial Officer, inorl-I
specifically setting forth the duties, responsibilities., and powers of the Chief Financial Offlicer,
PAYME,NT SCMEDULE 'UPOPJ ik/MABERSHIP
Participation as Member Agencies is (used upon the th payment of the annual Mernbershit�
fee. Pay -ment of clues must be received within 60 (lays of receipt of the printed invoice. The
Annual fee is se by the Board of Directors during the budgeting process and is approved by the
C,
Board. Such arnual contribu ions shall be prorated if an Agency begins participation; on any
date other than Octot 'I" durin the - first contract yt
0
Each year N/leniber Agencies are responsible for certifying the number of its Florida State
certified fircfighicrs and inspectors- The first such certification shall be provided immediately
upon execution of the Inlerlocal Agr eement docurnent.
C�r
The Board may, at a duly noticed meeting, take any action in its discretion, inclLiding LU): Dot
limited to termination of ✓ferribership or temporary suspension of privileges, against ar.-y
Mernber Agency failing I _, to meet arty o ' the agreed upon actions found within the Intorloca!
Agreement, including the failure to pay Membership fj on time.
A Agency may wiaidi frorn Nfernbcrslilp by giving not less than six (6) months
written notice to the Board of Directors. Such withdrawal shall not relieve the withdranving
Agency of obligatio, s incurred p to the effective date of �
V 1 11 1
T) 5 of 6
The B'yllaws may be amended at aliy regularly scheduled meeting of the Board of Dirccto by LI
two (2/3) majority of those present, providing the - proposed amendment is discussed at
the regularly scheduled ri -prior to the vote of the 1 .3oard of Directors.
0 _'I I -
Hislory:
Adopzecl by Board zi cfioii Aprii 1 1, 2006
A raeudeal by Boane4ciloji o Jin,.! 12, 2007
TO BYLAWS
AS S - 3 'k ATE j ) I R I F t T 0 V
An Associate Director �,vill oversee- the day to day functions of the Academy with rep d. to
facilities and cpci-alions in Osceola County, "Florida. The Associate Director shall be ap
employee of the Acaderny anCi shall be chosen 1 10y 0he Executive Director. The Assacia c;
Director shall serve at "he pkFtiasuro of the L'xecutivc Director.
The Associate "Director sha'l have the same pov, and perform the sarre functions as th,-:
Executive Director with regard to Acaderny facilities and operations in Osceola Courtty,
Florida, subject to the authority of the EXCCULivc Director. The Associate Director's povvers,
functions, decisions, duties, operations, and pti shall all be subject to the approval,
oversight, dirccJon, consent, and veto of the Executive Director.
The F"xecutive 1 shall, at his or her discretion, SPCCI*fy guidelines, IlYnitatiODS, )Uricllorls,
reporting fequirernents, PrOCCCIUres, and otlnc) criteria which may firnit and nioro specificaliy
define the role and operations o the Associate Director, The Exceuti Dire-,toy shall have tll:-�
power to terminate the zrnployrnent of the Associate Director, with or without ca:ase. 'fh-,
Executive Director shall retain tile ultimate MlffiOfity OVCT all of the Academy ffaciiitie,-;,
operations, and employees. Tho Associate !Dirccl.'or shall carry out any and all lavv o,(-c!3rs and
directions of the Exccutivc DirecLon
Am2ijclefl by Booi-,d on r1Vo5,-, 9, 1097
1, 'aac 6 of'6
I �
IN car IT""TES)SW1M RE OF, the
below stated,
Attest:
CL 201'360-586 OR - Y11 1 79/ 1 "
cities have Set their hands and seats on the dates
C11TY OF W Ni TER. GY-�--)EN
APPROVCD 8Y rdE WgfE:,p G;AjM cff
ON wo s z,
AG
Kathy Golden, City Clerk
City of Winte.- 0-T
251 West Plant StTecl, Winter Garden, hl., 34757
Phone (407)656- Ext. 22541,
OL 2
IN WTI SS WHEREOF the- pa- licret'o cxecute' and delivered thus
mstfumell' O"ri 'die, dat.-I indicat'-d below,
Carol Fosv-�Y, City "1111-rk
Cricy oI'Lak-t,'
100 N. Comtry Club Rd-
Lake Mary, Ft. 3274
cy
J
1NA"ayar
Date: 2006
-ju
IN WITNESS OF, the Dartits have executed (his aagnctti-.�)cpt a Kissim
I , triee, I o
this day of 200.
ATTEST:
By:_
,iA yor-Cornniis..' fir
A.pprowd as to Euid Legalriy
STA TJH-' 0 Y F L MUD A
Tlic 1'01'z-goinvi Mstrident "vas ackao-WIC-d'ged be- 1-ile 'I
by Who is eae -'Lis (lay of 2C 0
of
who is personal loo - wri to me or :vino has pmduced as id
Notary :Public, State of Flo-
My Commission E-xpines:
Witness
STATE OF dif"
COUPITY Of
'l lie Boregoing insiL was aclIcnowledge Ybef'o.ce m2 t*
0 U D Q�L day o
by who is the k kg� 2rw
who is personally of I
y knovin to mt: or who has pzodlaced as id-entifical
Notwy Public
l ✓Iy Commission Expires:
C. Section headings have been insenLied in this Agreement as a mv.Lte o f
convenience of reference offly, and It is agreed that such section headings are not a part of this
Agreement and will not be used in the interpretation 'alion of any provisions of this AgeemcTA.
d. This Agreament may be executed in several counterparts, each of ,vj--ch
shall be regarded as an original. aid all of which shall ,-onS[ibW'_C one and 'Idle samne. document,
C I _ ' leis A shall be govra by and construed in accordance v,,ith
the laws of the State of Flon'd a.
f, If any one or Tno of the covenants, agreements or provisions herein
contained shall be hold contrary to any express provisions of lava or contrary to the policy of
express law, thotigh not exp- Aed or against public policy,
ssly proiailb, i _'Lib or shall for any reason
whatsoever be held invalid, then such covenants, agireennents, or provisions shall be null and void
and shall be'deemed separably from the remaining covei agreements or provisions and shall
in no way affect tho validity of any of dhe other provisions hereof.
- P( C Al ;SIP
F i I rj IR i M GS
I PN ]a
C rk BUSH, MAYOR
Date:
'the parties have caused this Agrceriacrit to be cxlecub d by
their dilly antholIzpcl ofiftials as of the day ai yt-,ax sat 1'0rth below.
O� NGE COUNTY, 1-
By: Board of Cotinty Corfu
I
-3y
.Date:
ATTEST: Martha O. Haynic, colmty Comptro
As Clerk to the 'Board of County Comlfnlss - 31 ! ,
By:
Rir, and T. Crotty
Orange County Mayor
L VLE 'V'Y r EXRE , 0F, flac parties hereto hav executed and deli-vc
unstrumeni on the date Indicated bcJc)-
CI T OF 30) 5 TIE]DO
BY:
THONG AS G. WALT ERS
!\/favor
Ai FO - -
: V-
City Clerk
Data:
2005
Barbara 1. Barbour, CMC
City Cleric
City of Oviedo
400 Alexandria Blvd
Oviedo, FL 32765
407-977-6000
SIGNATURE PAGE:
|NTERLOCALAGREEK8ENT
CENTRAL FLOR|DAF|REACADEKXY
CITY DF WINTER PARK
Mayor &lorobznon
City Clerk Cyn-thia B01121am
IN MTHMESS Wh"TREOF, the parries hareto have e, and delivered this
instrument on {his day
2,305
CITY 0;j CASSELBERRY
B oq 00: [' IN,
ATTEST:
Thelma McPhC7 Of
- S L, L < Cl
LNTWITN�� E '�?VHEREOF the parties have executed this agccemer -t at St. Claud, F1 of ida
oTn thi S day of
q
2'05,
ATTEST,
ari L. Mccol 1-1 0, City c"CrIc
-CI T" - (J
". Y01 D
Ely: 1 !� i Sangiovarmi
Afayyor, r l oki
Lori L. Mccor"cle, city Clerk
MY Of Si Cloud
1300 9th Sweet
St. Cloud, Fl, 3.769
Phone (A07) 957-7"4
Fax (A07) 957-8e110
IN WITNESS 'WHER, -6, the pal ties hefeio have ax ited anci delivered this
instrument on tle date indicated beluvv,
OIRAMG�� PUBLIC SCHOOLS
Supenhtendent
D a 'I' e: 1 2005
E
OPLMGE'_ C,0!JM"_Ff SCHOOL BOARD
05 Y:
Chair ian
Date,
I 1. __2005
Ot AI)Pfok/ed
ri
Co . � her
Cot 'Y Public Schools
200 60- OR
IN WI-MREOF, the parties have execLited this agreement at Kissimmee, Florida oil
this day of
ATTEST:
inda P. wo City Clerk
Approvr.d as to Form and Legality
Donald' Smallwood, City Attorney
STATE OF FLGIUDA
CO"UNTY OF OSCIEOULA
t_z
-I.Aayor- ommissioner
The foregoing instrument was acknowledged before rt this '1 day of - 61 200 S_
by 60i 4 / t �A- I C / I
�J' 'S f J
Who I the�la �f2' AI of C 1 7 0 f IC I
who is personally known to me or who has produced as identification.
Notary Public, Stat Ffori da
MY Commission Bl'-"Pires:
Witness
W; tPess
By:
Stamp: KEVIN IN1. O'LEARY
Notary Public, Slate of Ho' - Ida
My cofomo exp. July 1, 21309
Comm. No. DD 4141
Title:
STATE OF
COUNITY OF
The foregoing instrument was acknowledged before mi-, this day of
by who is the of
who is personally nov/n to me or who has produced
200.
as identification.
Stamp:
Notary Public
My Commission Expires:
IN WY NESS WYFfF'-UOF,'Lhc- parties hereto have exectited and delivered this Instrumen(I on
the dale indicated below.
Attest: 1 ju�m_ t-/;
City clerk
Date: S P 0� 14 2 005
Donna Williams, 'Clily Mcxk
City of Bdaitland
1776 Independence Lane
Nftdtiand, FT, 1 32751
41-07/539-6219
ATTEIS
tg, EilctdatfrY, CtY Cie-' u
IVI
S. Scott Vmdergrift,
(SEAL)
- 9 S E A lNED 11 Et, 1 L l T C I" � � Y B Y
TRE Cyly �� 0 FOR
A
,0"ED AIS TO U'VI AND
LE � - day,' of
G90LITY
FOLEA Y L"A, LU
By:
City Attorney
OCOEECII-
A7 A DAEETDTG
20 *5
UNIDER AGEND - l"TED/1 NO.
STATE OF r' LOOM
COUNTY OF ORANGE
- IC Cr d a in fh,
d, b 1-fle, W! Off
a i I
C-U-bl'v cle'RTIFY tbtit o, lh� wy,
e " f , ly a pe� r-c!
State a -, tak cicaow persouaL P L
Sta . Cou- afore aid to - - Gae Ma r and
EIKE NBEI pcfsuaally lca0l to me to be YO
VA .1 aad BETH
the C jpj ()F 0,COEIt, arcl tbat t sieverauy acknowledgf,-d
d m a
City clerl", resi:=iively, of t
vwmitL�u:UY 'hidCr ij&,ority daly veste s
executing 1.7C Same ficely wa
z:l
muaicip�dhy. They are P�rsonahy lmo�"vllto file.
bres�lid I t s
NTIT�CjESS rwy hand ult UOU, atid State last af N
f Ufa. 0
a . , rl Iv Nlolnnio 5 8ibbRl.
�Vn ',dy Commission DDI 1660a
20M
1"Ttwmc of N 01w-j (Typul., Printed or
I
Commission NIXII
Der I;f not legi - on
�y cajalmivssion Expires (ii not legiblf, or,
flF�! - 'Mr"cjjr - .
200605863P I., K
lNTER'L0C,U- AGRE-BiVGINTT - CENTRAL R I'LOREDA. "ITT RE ACADEMY
C'
By
A T7 F-S T':
A] ana C l3rerner. City Cierk
(SEAL) APPROVED AS TO FOPJvT, AND LEGALITY
For use and reliance the City of Orlando,
Florida, only
'0
jci ty'A t tor'A�,�
2005
STATE, OF FLORIJDA
COUNTY OF ORA:NGE
e ' goi g irumcnr was acicam;vledged before me _ ) r 6 d ay D
4"k 2 00 5 I - I -- Yli � 1 /— ,, J
lwl ayor lCo sued Alana C.
Brenner, City Clerk, respectively, City of Orlando, and they aclmowledged before me that they 'ore
executed the foregoing ifistruiytnt oTlbehalf o f the City of Orlando as its true ac' arLd deed, and
that th were authorized to do so.
Dame: _ � _.._ — ..
ivly C31min-ission Expires: ' - ) - Q 6
cp
�y
Il. 200
a. All notices, demands, forinal actions or other coiru Hereunder
shall be in writing and mailed, sent by facsimile or dclivt�.•--d to each member- - Nfembers shall be
t,
responsible for keeping their contact information cun with the Executive Director.
b. This Agreement will In to the benefit of and be binding upon the
parties and their successors and assigns, and will no. corifer any rjcrhts upon any other person C ,
offier than the member entities.
c. Section headings Have been inserted in this Agreement as a matter of
- hat such section hcadir,. are not a part of this convenience of reference only, and it is agreed �L C,
Agreement and will not be used in the interpretation o F any provisions of this Agreement.
d. This Agreement may be executed in several counter each C)IC which
shall be regarded as an original and all of which shall constitute one and the same document
e. A greement "Phis Arcc sliall be Bove by and construed in accordance with
the laws of the State of Florida..
f. If any one or more of the covenants, agreements or provisions herein
coritai.ned shall be held contra-ry to any expi-cs,, provisions of IaN;ti or contrary to the policy of
express law, though 1 expressly prohibited, or .against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, aurczments, or provisions shall be null and void
and shall be deemed severable from the remaining covenants, agreements or provisions anc , shall
i no way affec' . ihe validity of any of the other prov sions hereof.
Mayo I eiueffi R. lvlarchman
ATTEST: Approved by thle City Cornmission j�&15
25 2005
City Clerk Cynthia B01-11am