08/15/1995 Agreement►•Ti'I of3fTi01z0y
is Ag Bement made and entered into this day of
,1995, by and between the Monroe County Board of
Ciountly Commissioners, Monroe County, Florida acting as Board of
Governors for MSTD 6, hereinafter "COUNTY" and R Wave of Florida
Inc., hereinafter "CONTRACTOR".
WHEREAS: That the parties hereto, for the consideration
hereafter set forth, mutually agree as follows:
1. SCOPE OF THE WORK
The CONTRACTOR shall furnish all labor, materials,
`o equipment, machinery, tools, apparatus and transportation
N and perform all other work as described in the
Specifications for the Preventive Inspection and Maintenance
of Biomedical Equipment for the Monroe County Board of
N County Commissioners and as described in the CONTRACTOR'S
cM Bid Proposal dated June 5, 1995: all of which are hereto
attached and made part of this Agreement by reference.
2'2 CONTRACT SUM
The COUNTY shall pay to the CONTRACTOR a total amount
of $3,800.00 for the faithful performance of the Contract,
in lawful money of the United States. This will be paid in
12 equal monthly installments, on the first of the month for
the preceding month after invoice rendered by Contractor.
3. GENERAL PROVISIONS
A. The CONTRACTOR agrees to indemnify the COUNTY and hold
the COUNTY harmless from and against all claims,
damages, losses and expenses, including reasonable
attorneys' fees in any action arising out of
performance of the work herein, including bodily
injury, illness or death, or for property damage
including loss of use, resulting from the CONTRACTOR'S
work.
B. The CONTRACTOR warrants that it has not employed,
retained or otherwise had act on its behalf any former
County officer or employee subject to the prohibition
of Section 2 of Ordinance No. 010-1990 or any County
officer or employee in violation of Section 3 of
Ordinance No. 010-1990. For breach or violation of
this provision the COUNTY may, in its discretion,
terminate this Contract without liability and may also,
in its discretion, deduct from the Contract or purchase
price or otherwise recover, the full amount of any fee,
commission, percentage, gift or consideration paid to
the former County officer or employee.
4. CONTRACT TERM
A. The Contract shall commence on OI , 1995
and shall expire one year from that date. The Contract
shall be renewed for an additional one (1) year term at
the option of the COUNTY. The COUNTY shall exercise
the option*by a written notice to the CONTRACTOR 30
days before expiration of the original term.
B. The CONTRACTOR shall not be held liable for delay in
delivery caused by strikes, inability to obtain
materials or equipment, production or manufacturing
problems and all other causes beyond the CONTRACTOR'S
control. The CONTRACTOR shall not be liable for any
incidental damages caused by delays in delivery.
5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS
The CONTRACTOR understands all provisions of this
Contract and of the Specifications and agrees to their
sufficiency for the work to be done. Under no
circumstances, conditions or situations shall this
Contract be more strongly construed against the COUNTY
than against the CONTRACTOR.
6. PAYMENT
A. The CONTRACTOR shall invoice the COUNTY, in accordance
with the pricing and terms as outlined in the Contract
documents. Invoices shall be submitted to the Monroe
County EMS Office, 490 63rd Street, Ocean, Suite 170,
Marathon, Florida 33050, for approval and processing.
B. All payments shall be made directly to the CONTRACTOR
at the CONTRACTOR'S office, R Wave of Florida, Inc.,
3965-A7 Investment Lane, West Palm Beach, FL 33404-1776.
7. INDEPENDENT CONTRACTOR
At all times and for all purposes hereunder CONTRACTOR
is an independent contractor and not an employee of the
Board of County Commissioners of Monroe County. No
statement contained in this Agreement shall be construed so
as to find the CONTRACTOR or any of his/her employees,
contractors, servants or agents to be employees of the Board
of County Commissioners of Monroe County and they shall be
entitled to none of the rights, privileges or benefits of
employees of Monroe County.
8. COMPLIANCE WITH LAW
In providing all services pursuant to this Agreement,
the CONTRACTOR shall abide by all statutes, ordinances,
rules and regulations pertaining to, or regulating the
provisions of such goods, including those now in effect and
hereinafter adopted. Any violation of said statutes,
ordinances, rules or regulations shall constitute a material
breach of this Agreement and shall entitle the Board of
County Commissioners to terminate this Contract immediately
upon delivery of written notice of termination to the
CONTRACTOR.
9. SUBCONTRACTINVASSIGNMENT
CONTRACTOR shall not assign, sublet, subcontract, sell
or transfer any interest in this Contract without the prior
written consent of the COUNTY thereto.
10. NOTICE - GENERAL
Any notice or notices required or permitted to be
given pursuant to this Contract may be personally served on
the other party by the party giving such notice or may be
served by certified mail, return receipt requested, to the
following addresses:
COUNTY:
CONTRACTOR:
11. ANTI DISCRIMINATION
Emergency Medical Services
490 63rd Street, Ocean, Suite 170
Marathon, Florida 33050
R Wave of Florida, Inc.
3965-A7 Investment Lane
West Palm Beach, FL 33404-1776
CONTRACTOR agrees they will not discriminate against
any of their employees or applicants for employment or
against persons for any other benefit or service, because of
their race, color, religion, sex or national origin, or
physical or mental handicap where the handicap does not
affect the ability of an individual to perform in a position
of employment and to abide by all Federal and State laws
regarding non-discrimination.
12. NON WAIVER
Any waiver of any breach of covenants herein contained
to be kept and performed by the CONTRACTOR shall not be
deemed or considered as a continuing waiver and shall not
operate to bar or prevent the COUNTY from declaring a
forfeiture for any succeeding breach either of the same
conditions or covenants or otherwise.
13. CONTRACTOR - GENERAL
The CONTRACTOR warrants that it is authorized by law to
engage in the performance of the activities encompassed by
the program herein described, subject to -the terms and
conditions set forth in the Attachment, which is attached
hereto and incorporated herein as part of this Agreement.
Each of the signatories for the CONTRACTOR, below,
certifies and warrants that:
A. The CONTRACTOR'S name in this Agreement is the full
name as designated in its corporate charter, if
CONTRACTOR is a corporation; otherwise, CONTRACTOR'S
name is the business entity, whether partnership or
sole proprietorship, under which CONTRACTOR normally
conducts business.
t They are empowered to act and contract for the
CONTRACTOR and
C. This Agreement has been approved by the Board.of
Directors of CONTRACTOR, if CONTRACTOR has a
corporation.
D. CONTRACTOR has, if this Contract calls for payment in
excess of $10,000, executed a sworn statement under
F.S. 287.133 (3) (a), on public entity crimes. Said
statement, if not attached hereto, is already on file
with the EMS Office/Clerk of Court for the calendar
year 1995.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement of the
parties hereto with respect to the subject matter hereof and
supersedes any and all prior agreements with respect to such
subject matter between CONTRACTOR and the EMS Office or the
COUNTY.
15. CONSENT TO JURISDICTION
This Agreement, its' performance and all disputes
arising hereunder, shall be governed by the laws of the
State of Florida and both parties agree that a proper venue
for any action shall be Monroe County.
16. CONDITIONS OF TERMINATION
A. The performance of work or provision of goods under
this Agreement may be terminated, delayed or
temporarily suspended by the COUNTY, in whole or in
part, from time to time, wherever the COUNTY shall
determine that such termination is in the best interest
of the COUNTY. The COUNTY shall pay all reasonable
costs incurred by the CONTRACTOR up to the time of
termination and all reasonable costs to the CONTRACTOR
associated with termination.
B. If the CONTRACTOR fails to fulfill the terms of this
Agreement or attachments, properly or on time or
otherwise violates the provisions of the Agreement or
of applicable laws or regulations governing the use of
funds, the COUNTY may terminate the Contract by written
notice of 15 days. The notice shall specify cause.
The COUNTY shall pay the CONTRACTOR fair and equitable
compensation for expenses incurred prior to termination
of the Agreement, less any amount of damages caused by
the CONTRACTOR'S breach. If the damages are more than
compensation payable, the CONTRACTOR will remain liable
after termination and the COUNTY can affirmatively
collect damages.
IN WITNESS WHEREOF, the parties hereto have executed this
Contract the day and year first above written.
BY:
(SEAL)
ATTEST: Danny L. Kolhage, Clerk
WITNESS:
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
AS THE BOARD OF GOVERNORS
FOR MSTD NO. 6
J" -;
MAYbR
OF wc-
CORPORATION
A THORIZED REPRESENTATIVE
APPROVED AS -n r _ ..
ANO LE" L
AKorrw � _
MONROE COUNTY EMERGENCY MEDICAL SERVICES
SPECIFICATIONS
for
BIOMEDICAL EQUIPMENT
These specifications are for the sole purpose of requesting price
proposals for providing a total of two (2) maintenance inspections
during the term of this proposal, one (1) every six (6) months and
corrective maintenance on an as needed basis for biomedical equipment
(as identified in Addendum A),- owned and operated by the Municipal
Services Taxing District No. 6, of Monroe County, Florida.
Two (2) categories are specified in this proposal; 1) Mandatory
Work and Equipment; and (2) Optional Work and Equipment. The vendor
must price and agree to do all work and furnish all equipment listed
under both categories. Monroe County reserves the right to accept or
reject any or all of the work and equipment proposed.
Mandatory Work and Equipment
Preventive Maintenance Inspections
There shall be one (1) preventive maintenance inspection of
all LP-10's and LS-100's (including chargers) every six (6) months,
generally in October and in April, however, the first preventive
maintenance inspection shall be scheduled within fourteen (14) days
of execution, by Monroe County, of the Agreement. There will be
one preventive maintenance inspection/calibration of all LP-51s per
12 month period. Performance output and electrical safety
inspections shall be performed in accordance with the standards
established by the Joint Commission on the Accreditation of
Hospitals (JCAH) and/or the National Fire Protection Agency (NFPA).
Each inspection shall include the following:
1. Cleaning the equipment.
2. Calibration: Make required adjustments to bring the equipment
up to the factory specifications. The calibration results of each
piece of equipment shall be recorded and placed in a File that
contains a list of all Monroe County biomedical equipment.
NOTE: The successful vendor must provide Monroe County Emergency_
Medical Services with documentation that their test equipment is
calibrated every six (6) months and is traceable to the National
Bureau of Standards (NBS).
3. Mechanical Inspection: Inspect each piece of equipment for
wear, repair as necessary and record the findings._ The inspection
shall include patient cables and lead wires.
4. Leakage Current Measurements shall be recorded and filed.
Output Measurements: Defibrillator outputs
6. Lubrication: Each instrument shall be lubricated, as
appropriate, to manufacturer specifications.
7. Scheduling: Mutually agreed upon scheduling of each regular
inspection visit shall be made in advance. Inspections shall be
conducted on -site in Monroe County.
8. Documentation: Upon completion of preventive maintenance
inspections, a report outlining the performance of each piece of
equipment will be forwarded to the Monroe County Emergency Medical
Services Office within seven (7) calendar days.
Corrective Maintenance
All repairs, modifications and/or calibrations shall be
consistent with the device amendments to the Food, Drug and
Cosmetic Act regulated by the Food and Drug Administration (FDA).
All equipment that is repaired will be calibrated to OEM
performance verification procedures.
1. Service: Repair service shall be available Monday through
Friday, 8:00 AM-5:00 PM, on site.
*NOTE: See Mandatory Work and Equipment Option.
2. Loaners: Loaner(s) will be provided, on an as needed basis,
if it becomes necessary to remove a defibrillator, monitor, pacer
or blood pressure machine from service'. The vendor shall provide
a unit(s), of exactly the same make and model, until the
nonoperating equipment is back in service. All costs associated
with providing a loaner to Monroe County, and its return, shall be
the responsibility of the vendor.
General Conditions
1. Parts: The cost of all parts, components and materials shall
be included as a cost within the Mandatory Work and Equipment
category unless otherwise specifically excluded. All parts shall
be guaranteed to be of new and of current manufacture and of at
least OEM quality, and no part or attachment shall be substituted
or applied contrary to the manufacturer's recommendation and
standard practices. All parts shall be guaranteed for a minimum of
six (6) months.
Is
2• Labor: This proposal will include the cost of all labor
associated with the inspection, maintenance and rApair of Monroe
County's biomedical equipment. All workmanship shall be equal to
the highest industry standards and performed in a professional
manner so as to insure it is safe and functional. All labor shall
be guaranteed for a minimum of six months.
3. Exclusions: Repair of the following items will not be covered
by this proposal: Blood pressure cuff bladders and tubing, patient
cables and cases. Inspection of these items shall be included.
Cases may be included if Option No. 3 is exercised.
4. Batteries: This proposal will include the replacement of
certain batteries for the listed life pak monitor/defibrillators,
pacers and automatic blood pressure monitors on an as needed
basis. Batteries are required to be replaced upon expiration of
eighteen (18) months from their date of manufacturer.
Only new batteries, of at least OEM equal quality, will be used.
S. Insurance: Each vendor must show that they have adequate
Workmen Compensation insurance to include statutory benefits. Each
vendor must also show that they have premises/operations and
products/completed operations insurance in the amount of $1,000,000
per occurrence/$2,000,000 aggregate.
6. Technical Assistance: The successful vendor must provide
technical assistance to Monroe County to establish regulatory
requirements for Monroe County's biomedical equipment.
7. Technician Training: The successful vendor must show, on
demand, the training qualifications of the technicians that will be
working on Monroe County Emergency Medical Service equipment.
S. Technical Data: The successful vendor must show, on demand,
that they have the technical library (current service manuals,
etc.) necessary to support the technician(s) working on the
biomedical equipment.
9. Default Provisions: In case of default, including failure to
respond in a timely manner to a request for service, by the vendor,
Monroe County may procure services from an outside vendor and hold
the vendor responsible for any cha;ges incurred by Monroe County
for the repair of its equipment. '
10. Contract Award: Monroe County reserves the right to reject
any or all proposals deemed to be unresponsive and to accept any
proposal which in its best interest besO meets the specifications
herein. Monroe County reserves the right, before awarding the
proposal, to require a vendor to submit such evidence of his
qualifications as it may deem necessary. Documentation that may be
required is financial, technical and other qualifications and
abilities of a vendor in making the award in the best interest of
Monroe County. Monroe County shall be the final authority in the
award of -the contract. Acceptance of a proposal shall be evidenced
by execution, by Monroe County, of the Agreement.
11. Familiarity with Laws: The vendor is presumed to be familiar
with all federal, state and local laws, ordinances, code rules and
regulations that may in any way affect the work. Ignorance of the
law shall in no way relieve the vendor from responsibility.
12. Licenses: All bidders must have all licenses that are
required by Florida State law and submit copies of them with the
proposal.
13. Quantities: Original price proposals shall be based on those
quantities identified in Addendum A of this specification including
that biomedical equipment for which the manufacturer's warranty
will expire during the term of this proposal. Manufacturer
warranty expiration dates, when applicable, are listed in Addendum
A.
14. Quantity Increases/Decreases: Monroe County reserves the
right to increase or decrease the equipment listed in Addendum A of
this proposal, during the term of the proposal. Equipment
increases or decreases will be accomplished by contract addendum,
mutually agreed upon and executed by the vendor and Monroe County.
15. Errors or Omissions: The vendor shall take no advantage of
any apparent error or omission which might be discovered in this
specification, but shall forthwith notify the Monroe County Wa
Director at 490 63 St., Suite 170, Marathon, Florida 33050, of
such discovery. The EMS Director will then make such corrections or
interpretations as deemed necessary for reflecting the actual
spirit and intent of the specification.
16. Customer Listing: The vendor must provide Monroe County
Emergency Medical Services a list of Pre -Hospital Emergency Medical
Services for whom the vendor has performed similar or identical
work within the last three years.
17. Initial Term of Proposal: It is the intent of Monroe County
to establish a contract that will ;commence on execution of the
Agreement, by Monroe County and expire one year from that date.
18. Renewal option: Assuming the availability of budgetZd funds,
this proposal may be renewed for an additional one (1) year term if
mutually agreed upon by both parties in writing.
19. Payment: The vendor shall invoice Monroe County in 12 equal
monthly installments, on the first of each month, for the preceding
month. Invoices shall be submitted to the Monroe County EMS
Director, 490 63 St., Suite 170, Marathon, Florida 33050, for
approval and processing.
20. Signature Required: All proposals must be _signed with the
firm name and by an officer or employee having the authority to
bind the company or firm by his signature.
J
21. Proposal prices shall be valid for at least ninety (90) days
from the closing date for submittal of proposals.
22. Exceptions: Variances or exceptions MUST be noted by number
and explained in full detail on the last page(s) of these
specifications.
23. The vendor agrees to indemnify Monroe County and hold the
COUNTY harmless from and against all claims, damages, losses and
expenses, including reasonable attorneys' fees in any action
arising out of performance of the work herein, including bodily
injury, illness or death, or for property damage including loss of
use, resulting from the vendor's work.
24. This Agreement, its performance and all disputes arising
hereunder, shall be governed by the laws of the State of Florida
and both parties agree that a proper venue for any action shall be
Monroe County.
Mandatory Work and Equipment, Option
Everything in the basic proposal will remain the same, except
instead of on site repair, repairs will be made using UPS to ship
units in need of repair to the location identified by the vendor
as the repair facility. The vendor will supply the appropriate
shipping containers for each piece of equipment to be repaired.
All transportation/shipping costs from the repair facility shall
be the responsibility of the vendor.
Optional Work and Equipment
Option No. 1
Paddles, Adult: This proposal will include the cost of replacing adult
defibrillator paddles, on an as needed basis - Specify unit cost.
Option No. 2
Cases: This proposal shall include the cost of replacing cases,
for the monitors, defibrillators and pacer units, on an as needed basis,
Specify unit cost.
A
ADDENDUM A
DISTRICT 6 (KEY LARGO) BIOMEDICAL EQUIPMENT INVENTORY
Description
LS
100
LS
100 Charger
LS
100 Charger
LS
100 Auto BP
LS
100 Auto BP
LS
100 Auto BP
LP
10 With Pacer
LP
10 With Pacer
LP
10 With Pacer
LP
10 With Pacer
LP
10 Charger
Power Supply
Power Supply
Serial Number
001574
001573
003870
001422
001424
003907
002259
00007541
00007546
0029396
000333
0000228S
00002288
9
BID SHEET
DISTRICT 6
Mandatory Work and Equipment, Basic
Mandatory Work and Equipment, Option
$ `3�sfk� CSAMr-- As
Optional Work and Equipment (price each option separately):
Option 1
Option 2
Vendor Name:
WO COAe--K---�
''>t
Address: R-Wr4VE of FLORID
A.
City & State: WEST P STMENT LANE
Phone Number:
842.3666 1775
Authorized Signature of
Company Representative
Date
SWORN STATEMENT PURSUANT TO SECTION 287.133(3Xa),
FLORIPA STATUTES ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED AND SWORN TO IN THZ PRESENCZ OF A NOTARY PUBLIC OR
OTHAR OFFICIAL AUTHORIZED TO ADMINISTER OATIIS. This sworn sra/ere" is suubaal ted
to —(, �rk lt= � -'Z� C-1
Wnt name of the public antityl
sprint individual's name and "I
for
(Print name of entity submitting sworn statansKtt)
whose bunions address is
R-WAVE of FLORIDA, Inc.
3965-A7 INVESTMENT LANE
WEST PALM BEACH, FL 3344
(407) 842,366-0-
and (if applicable) its Federal Employer Ideadfkation Number (FEIN) is
(If the entity has so FElN Odude the Social SMrhy Number of the wmviduy sigmig ale sworm
statement:
I uaderatand that a "Putblk entity crime" as ddiaed in Paragraph 2tt7.132{ 6 mean a
violation of any state or federal law by a pennon with nespod a crud di
with airy public entity or with as agency orb sabdivhioaK rsedy to She trasyaellom K business
but not limited to, any bid or contract for �'o�t�la�eorottheUaiktilStalea.lsehyiaS.
political subdivisionKaa other fps or services a provided a any ! entity or an apcy or
y ser al n rbeUnikdStaksaudiw*Wfta�k,fr�tkft,btibery,gyit�,
racketeering, conspiracy, or material �+ecp�atiM.
I MaderatmW that "tenvicted" or "eoovktiom" as ddimW iu Paragraph 2f7.133(l)(b), lbd
finding OfBuilt or a conviction of a public entity mate, with or wilhast an ����' means a
stale trial court of record rdating a charges brought by "ctmant or imfiu#P Mots alhxe imW7 �dertd or
of jury verdict, .oq jory trial, or entry of a pka ofga q or mein prole 0 71.19W. of a resak
I understand that as "aMliate" as defined in Paragraph 2g7.133(Ixa), FlpNtfo Vy W WeauLl
1. A predecessor or successor of a persona convicted K a public eatlty erium or
2. AN entity under the control of any natural person who s wl*e In the
bees convicted Ka public entity crime. The term "aAUiate" includes tboa mamags Wn K the entity
and who has
shareholder, employees, members. ant agents who one aetive iu the ' � ' executives, partners,
by one person of shares constituting a controlling interest i• another of an atlntfate. The �, 1p
among persons when not for fair market value under an sg�' K ePnt k income
owe pence controls anotherPersons length ' + dwil be a prima facie case that
convicted c a public entity crime . in ti duo �i.glyenfan into al�verature wkh a Pew who has been
f; the Preceding 36 months shall be Msidered as affiliate.
I understand that a ,perm" as damned in Pa
or entity organized under the laws Kan ��� 2IV*"(ixe). Fhmmi 8io its man any natural Person
contract sad which bids or y state or Kthe paw Staks with the � P"W a enter logo a him"&
or which ndwhich
otherwise draw applies to bid ea contracts for the provision d Pak htt by a PWOC
offfictrs. di►ectors, executives,
or applies ro tr atusact business whh a public asgty� The farm 'Pawn.
�y
aawagememt of as esthy.l.2 4 s,~xen' shareholde those
r' �PM>'ecs. �► and sBststs who are aetive in
,�.yr,..: FL.'
Based on information and belief, the statement which 1 have marked below is true in relation to the entity
submitting this sworn statement. [Indicate which statement applies.]
Neither the entity submitting this sworn statement, nor any of its officers, directors, executives,
partners, shareholders, employees, members, or agents who are active in the management of the entity, nor
any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July
1. 1989.
The entity submitting this sworn statement, nor any of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active is tbemaaagement of the entity, nor an affiliate
Of the entity has been charged with and convicted of a public entity crime subsequent to July 1. 1999.
The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners. shareholders, employees, members, or agents who arc active in the manageasent of the entity, or
an affiliate of the entity has been charged with and convicted of a poblk entity crime subsequent to July 1,
19119. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida,
Division of Administrative Hearing and the Final Order entered by the Hearing Officer determined that
it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor
list. [Attach a copy of the final order)
6. 1 UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER
FOR THE PUBLIC ENTITY IDENTIFIED ON PARAGRAPH 1(ONE) ABOVE IS FOR THAT PUBLIC
ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DKCXMBER 31 OF THE CALENDAR
YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE
PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD
AMOUNT PROVIDED IN SECTION 287.017, FLO DA iJ E FOR CATEGORY TWO OFANY
CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
[signature)
Sworn to and subscribed before me this day of ci
19
Peesomritq known
C : Produrcd idec,:ificr!iy.—
_ NoI:!ry 1lbblie -Stag of
FLCP
e�fJc�-
(Type of identification) rAl'T }! �e lIr" it
MY CO[ pNpXP.AUG.27,1M
DON DED TERU GENERAL INS. i wn
(Printed typed or stamped
commissioned name of notary public)
Form PUR 7068 (Rcv, 06/11/92)