1st Amendment 03/16/2011DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: March 21, 2011
TO: Fire Chief James Callahan
Fire- Rescue Department
ATTN: Susan Hover
FROM: Pamela G. Hanc�C.
At the March 16, 2011, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of Items C 18 and G2 Amendment to Contract between
Monroe County, Board of Governors Fire and Ambulance District 1 and Bound Tree Medical,
LLC to add verbiage to allow for the purchase of items not included in the pricing list, which is
Attachment H to the Contract, at a specific discounted pricing, effective February 1, 2011.
Enclosed is a duplicate original of the above - mentioned for your handling. Should you
have any questions, please do not hesitate to contact this office.
cc: County Attorney
Finance
File/
AMENDMENT
TO THE CONTRACT BETWEEN THE BOARD OF COUNTY COMMISSIONERS
AND
THE BOARD OF GOVERNORS FIRE AND AMBULANCE DISTRICT 1
OF MONROE COUNTY, FLORIDA
AND
BOUND TREE MEDICAL, LLC
This Amendment ( "Amendment ") is made and entered into this 14 A day of * 2011, by
and between Monroe County Board of County Commissioners and the Board of Governors Fire
and Ambulance District 1 of Monroe County, Florida, hereinafter referred to as "County ", and
Bound Tree Medical, LLC, hereinafter referred to as "Contractor ".
WITNESSETH:
WHEREAS, the parties hereto entered into an agreement dated November 17, 2010
( "Contract ") for the purpose of purchasing medical supplies and pharmaceuticals at set pricing;
and
WHEREAS, said Contract provided for purchasing items from a pricing list, which is
Attachment H to the Contract; and
WHEREAS, it was the intent of all parties also to include a provision in the Contract
allowing for the purchase of items not included on the pricing list as would be needed for new
items resulting from protocol or industry changes, in light of the fact that it was impossible for
the County to envision all of the medical supplies and pharmaceuticals that the County may wish
to order in the future and that a change to the list shown in Attachment H may be necessary from
time to time as operational changes occur and needs change; and
WHEREAS, in light of the foregoing, it is customary for buyers to include such a catch-
all provision in their contracts; and
WHEREAS, through an inadvertent error such verbiage was left out of the Contract; and
WHEREAS, the parties desire to amend the Contract to add verbiage to allow for the
purchase of items not included in the pricing list at a specific discounted pricing; and
NOW, THEREFORE, the parties agree as follows:
1. The effective date of this Amendment will be February 1, 2011.
2. Paragraph 5. shall be rewritten as follows:
5. PRICING — is set forth in Attachment H. Items not included on Attachment H
will be sold at a minimum 18% discount from the list price issued by
Contractor, which may be verified by a printout from the Contractor's online
catalog showing both the "list price" and "your price ", the latter being the
County's price.
The second sentence (only) of Paragraph 9.L. shall be rewritten as follows:
L. Invoicing. Invoices are to reflect the prices stipulated on the purchase order
and as outlined in this bid/bid document on the bid pricing sheets and on the
Contractor's online catalog printouts discounted at a minimum of 18 %.
In all other respects, the provisions of the Agreement between the parties dated November 17,
2010, not inconsistent herewith shall remain in full force and effect.
IN
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SS WHEREOF, the parties hereto have caused this Amendment to be
d the year first above written.
BOARD OF COUNTY COMMISSIONERS
L. KOL CLERK OF MONROE CA�Z�
�NVz B
Mayor /Chaff an
BOARD OF GOVERNORS FIRE AND
AMBULANCE DISTRICT I
L.L. KKOL,�IAGE, CLERK OF M ROE COUN�Y, FLORID
Chairman
BOUND TREE MEDICAL, LLC
By:
MO OE COUNTY ATT ORNEY
ROAD AS/TC/'PO,R'D(A:
PYN I HIA L. HALL
ASSISTANT COU TY AT NEY
Date 2
0)
UNANIMOUS WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS OF SARNOVA, INC.
The undersigned, being all of the directors of Sarnova, Inc., a Delaware corporation
(the "Corporation "), hereby take, pursuant to Section 1410 of the General Corporation Law of
the State of Delaware, the following actions by written consent and without a meeting, which
actions shall have the same force and effect as if duly adopted at a meeting duly called and held
oil January 21, 2011, at which a quorum was present and acting throughout.
WITNESSETH
WHEREAS, the Board of Directors of the Corporation (the "Board ") previously adopted
an authority matrix designating which individuals in Sarnova, Inc. and each of its wholly owned
subsidiaries has authority for certain actions and may execute certain documents for the
Corporation and its wholly owned subsidiaries;
WHEREAS, the Board wishes to modify the May 14, 2010 authority matrix to extend
authority to the Vice President of Operations with respect to certain Operations matters;
WHEREAS, the Board wishes to identify formally the individuals with signatory
authority with respect to certain business areas; and
WHEREAS, the Chief Financial Officer has delegated certain of his authority to
individuals to act on his behalf and the Board wishes to formalize such delegations;
NOW, THEREFORE, be it:
RESOLVED, that the authority matrix (the "Authority Matrix "), is hereby adopted substantially
in the form attached hereto, effective January 21, 2011;
RESOLVED, the following individuals have signatory authority as designated to "Company
EVP" on the Authority Matrix with respect to the specified areas for Sarnova, Inc., Sarnova HC,
LLC, BEMS Holdings, LLC, Bound Tree Medical, LLC, Bound Tree Medical, Europe Limited,
Tri -anim Health Services, Inc., Emergency Medical Products, Inc., CVC, Inc. (collectively, the
"Companies ").:
Name
Thomas David
Tim Wedemyer
Stephen Lacke
Gregory Robitaille
Marcella Smith
Title
Executive Vice President, Sales
Executive Vice President, Operations
Executive Vice President, NIarketing
Vice President, Business Development
Vicc President, Human Resources
Area of Authority
Sales
Operations
Marketing
Business Development
Human Resources
DtrH -PRV- 050510
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RESOLVED, the following individuals have signatory authority as designated to the "CFO" on
the Authority Matrix with respect to the following Companies:
Name Title
Michael Buerger General Manager
Stuart Ednumds Managing Director
Andrew Love Vice President, Marketing
Justin Perry Controller
Companies
Emergency Medical Products, h1c.
Bound Tree Medical Europe Limited
Bound Tree Medical, LLC
All Companies
RESOLVED, that a copy of this written consent be filed with the minutes of the
proceedings of the Corporation.
This written consent may be signed in counterparts, any of which may be by facsimile.
IN WITNESS WHEREOF, the undersigned have executed this written consent as of the
date and year set forth above.
oe
M, thew D. Walter
Kevin �y;►4
..............
L
Hendrik Struik
Dt•1H -PRV- 050510
ire
T imothy A &jigan
C_ r 41
aniel J. C#hunors
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