05/21/2014 BOCCAMY NEAVILIN, CPA
CLERK OF CIRCUIT COURT &COMPTROLLER
MONROE COUNTY, FLORIDA
DATE: June 24, 2014
TO: Jose Tezanos
ATTN: Holly Pfiester
FROM: Vitia Fernandez, D.
At the May 21, 2014 Board of County Commissioner's meeting the Board granted the approval and
execution of Item C20 Agreement between the Monroe County Board of County Commissioners, The
Board of Governors Fire and Ambulance District 1 of Monroe County, Florida, and the Health Care
District of Palm Beach County, for the purchase of pharmaceuticals and medical supplies for Monroe
County's Emergency Medical Services (EMS) system on an emergent basis when the County's normal
supplier is unable to provide pharmaceuticals and medical supplies as outlined in Paragraph 9 —D of the
contract, which gives the County the option of purchasing items from another vendor should the item
not be available within three (3) days of the time of the order.
Attached is a duplicate original of the above - mentioned for your handling. Should you have any questions,
please feel free to contact our office.
CC: County Attorney (electronic copy)
Finance (electronic copy)
File
500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305 - 295 -3130 Fax: 305- 295 -3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305 - 289 -6027 Fax: 305- 289 -6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305 - 852 -7146
CONTRACT BETWEEN
THE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS,
THE BOARD GOVERNORS OF FIRE AND AMBULANCE DISTRICT 1
AND
THE HEALTH CARE DISTRICT OF PALM BEACH COUNTY
FOR THE PURCHASE OF MEDICAL SUPPLIES AND PHARMACEUTICALS
THIS CONTRACT, hereinafter "CONTRACT" or "AGREEMENT ", is made and entered
into this 4 5 -C day of / W, 2014 by and between the Monroe County Board of
County Commissioners and the Board of Governors of Fire and Ambulance District 1 of
Monroe County, Florida (hereinafter collectively, the "County "), and the Health Care
District of Palm Beach County, an independent special taxing district of the State of Florida
subject to the terms of the Palm Beach County Health Care Act (2003 Fla. Laws 326-
2003), (hereinafter, the "District ").
WITNESSETH:
WHEREAS, the County from time to time has the need to purchase pharmaceuticals and
medical supplies for its emergency medical services (EMS) system on an emergent basis
when the County's normal supplier is unable to provide pharmaceuticals and medical
supplies in a sufficient quantities; and
WHEREAS, the District represents that depending on its own inventory and needs, it may
be capable of providing the pharmaceuticals and medical supplies to the County's EMS
system in order to assist the County's emergency medical services;
NOW, THEREFORE, in consideration of the promises contained herein, the parties agree
as follows:
1. CONTRACT PERIOD - The effective date of this Agreement shall be as shown
above. This Agreement shall be effective upon the execution of this document by
the last party to the Agreement. The Agreement shall continue in full force and
effect until terminated by any party in accordance with paragraph (2), below.
2. CONTRACT TERMINATION - This Agreement may be terminated for any reason
by either party on 30 -days' written notice without cause. The County will pay the
District for any pharmaceuticals or supplies ordered prior to the date of termination
provided said pharmaceuticals or supplies are delivered, even if the delivery occurs
after the date of termination.
PRICING —When the County needs a pharmaceutical or medical supply, the County
will advise the District of the specific pharmaceuticals or medical supplies required
and the quantities. The District will then advise the County of the price to be
charged for that purchase and the turnaround time for delivery of the
pharmaceuticals and /or supplies. The County is free to accept or reject the
proposal.
Page I of 6
4. Any items supplied must be accompanied by a MSDS and must be delivered in
original packaging.
5. SPECIFICATIONS:
A. Substitutions. Items supplied shall be as ordered and specified. When
substitutions are recommended or necessary, the determination as to
whether any proposed substitution is or is not equal to the product specified
as a standard shall be made by the County.
B. Expiration Dates. The expiration date must be displayed on the package.
6. PAYMENT:
A. Taxes. The County is exempt from all state and federal sales, use,
transportation and excise taxes.
B. Invoicing. On a monthly basis, the District will invoice the County for the
pharmaceuticals supplies and /or medications received by the County during
the preceding month. For all pharmaceutical supplies and /or medications
purchased and received by the County, the District will charge the County at
the actual cost paid by the District for said pharmaceuticals supplies and /or
medications (inclusive of any freight, delivery or similar charges or costs, if
any) plus an administrative handling fee of $5.00 per requisition line item.
The District shall direct the invoices to the attention of the appropriate
County Department representative. Invoices received from the District will
be reviewed and approved by the appropriate County representative within
the department receiving the pharmaceutical supplies and /or medications to
verify that said pharmaceutical supplies and/or medications have been
received in conformity with this Agreement. Approved invoices will be sent
to the Finance Department for payment and must be paid to the District
within sixty (60) days thereafter. Payments made after the due date will be
subject to a late fee in accordance with the Prompt Payment Act.
C. Payment. Full payment will be made by the County after receipt and
acceptance of materials /services and proper invoices in accordance with the
Florida Local Government Prompt Payment Act.
7. INDEMNIFICATION — To the extent allowed by Section 768.28, Florida Statutes,
each party shall indemnify and defend the other for any claims arising as a result of
the party's negligent or intentional acts.
8. INSURANCE — Without waiving the right to sovereign immunity as provided in
Section 768.28, Florida Statutes, the parties acknowledge to be self - insured for
General Liability under Florida's sovereign immunity statute with monetary waiver
limits of Two Hundred Thousand ($200,000) Dollars per person and Three Hundred
Thousand ($300,000) Dollars per occurrence; or such limits that may be changed
and set forth by Florida law. The parties agree to maintain such self insurance at all
times during the existence of this Agreement and any renewals or extensions of this
Agreement.
Page 2 of 6
9. Monroe County's performance and obligation to pay under this Contract is
contingent upon an annual appropriation by the Board of County Commissioners of
Monroe County, Florida.
10. Each party represents and warrants that it has the requisite authority to enter into
this Agreement.
11. The following language is required by Monroe County Code section 2- 152(b):
The District warrants that he /it has not employed, retained or otherwise had act on
his /its behalf any former County officer or employee in violation of Section 2 -149
of the Monroe County Code or any current County officer or employee in violation
of Section 2 -150 of the Monroe County Code. 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.
12. The relationship between the District and County is that of independent contractors,
and neither shall be considered a joint venturer, partner, employee, agent,
representative or other relationship of the other for any purpose expressly or by
implication.
13. All notices required to be given under the terms of this Contract or which any of the
parties desires to give hereunder shall be in writing and personally delivered or sent
by registered or certified mail, return receipt requested, addressed as follows:
a. If to District addressed to:
Ronald J. Wiewora, MD, MPH, FACP, FACPM
Chief Executive Officer /Chief Medical Officer
Health Care District of Palm Beach County
2601 10th Avenue North, Suite 100
Palm Springs, FL 33461 -3133
With a copy to:
Nicholas W. Romanello, Esq.
Chief Legal Officer
Health Care District of Palm Beach County
2601 10th Avenue North, Suite 100
Palm Springs, FL 33461 -3133
b. If to County addressed to:
Chris Musser, Battalion Chief EMS
Monroe County Fire Rescue
490 63 St. Ocean
Marathon, FL 33050
Page 3 of 6
With a copy to:
Cynthia L. Hall, Esq.
Assistant County Attorney
Monroe County Attorney's Office
1111 12 St. Suite 408
Key West, FL 33040
Any party may designate a change of address at any time by giving written notice
thereof to the other parties. If any party desires to receive notice through alternative
methods, such as facsimile or e-mail, that party shall provide that contact
information to the other parties according to the methods outlined in Section 13.
14. This Contract shall be governed by the laws of the State of Florida. Any and all
legal action necessary to enforce the Contract will be held in Palm Beach County.
No remedy herein conferred upon any party is intended to be exclusive of any other
remedy, and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at law
or in equity or by statute or otherwise. No single or partial exercise by any party of
any right, power, or remedy hereunder shall preclude any other or further exercise
thereof.
15. Each of the parties agrees to perform its responsibilities under this Contract in
conformance with all laws, regulations and administrative instructions that relate to
the parties' performance of this Contract, including, without limitation, the Health
Insurance Portability and Accountability Act of 1996 ( "HIPAA "), the Health
Information Technology for Economic and Clinical Health Act of 2009 (42 U.S.C.
§17931 et seq. ( "HITECH "), and other applicable federal and state laws protecting
the confidentiality of patient information and medical records, the Federal Anti -
Kickback Statute, and Medicare and Medicaid program requirements. In the event
that either party becomes aware of a possible violation of law, regulation or
administrative instruction that might affect the validity or legality of the services
provided under this Contract and /or District's right to reimbursement, such party
shall immediately notify the other party and the parties shall agree on appropriate
corrective action. In the event either party becomes aware that any investigation or
proceeding has been initiated with respect to any of the services provided
hereunder, such party shall immediately notify the other party.
16. County acknowledges and agrees that the duties and obligations of the District
under this Agreement are subject to the budgeting and appropriations by the District
of funds sufficient to pay the costs associated therewith in any fiscal year of the
District. In the event that no funds are appropriated or budgeted by the District in
any fiscal year to pay the costs associated with the District's duties and obligations
hereunder or in the event the funds budgeted or appropriated are or are estimated by
the District to be insufficient to pay the costs associated with the District's duties
and obligations hereunder in any fiscal year, then the District will notify County of
such occurrence and this Agreement shall terminate on the date specified in such
notice, which shall be no earlier than twenty -four (24) hours after the District gives
such notice without any further or additional obligation or liability of the District
for any reason whatsoever.
Page 4 of 6
17. The Parties acknowledge that the Health Care District of Palm Beach County is an
independent special taxing district of the State of Florida subject to the terms of the
Palm Beach County Health Care Act (2003 Fla. Laws. 326 -2003) and other laws of
the State of Florida and the United States of America now or hereafter enacted, as
the same may be modified or amended from time to time. If any part of this
Agreement, or any obligations of or the District hereunder, are contrary to,
prohibited by or deemed invalid under the Palm Beach County Health Care Act or
any other applicable law or regulation of the State of Florida or the United States of
America, such provision or obligation shall be inapplicable and be deemed omitted
to the extent so contrary prohibited or invalid, but the remainder hereof shall not be
invalidated thereby and shall be given full force and effect so far as possible.
18. This Contract shall not be construed as constituting a waiver of any rights to
sovereign immunity granted to either party under the laws and Constitution of the
State of Florida.
19. This Agreement shall not in any manner be assigned, delegated, or transferred by
either party without the written consent of the other party. Any such transfer or
assignment shall be void and without force and effect.
20. This Agreement constitutes the entire agreement between the parties with regard to
the subject matter herein and supersedes all prior agreements and understandings
between the parties. There are no representations, agreements, arrangements or
understandings, oral or written, between the parties relating to the subject matter of
this Agreement that are not expressly set forth herein. This Agreement may be
modified and amended only by written instrument executed by the parties hereto.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURES ON FOLLOWING PAGE
Page 5 of 6
IN WITNESS WHEREOF, each party hereto has caused this contract to be executed by its
duly authorized representative.
AMY HEAVILIN, CLERK
MONROE COUNTY BOARD OF County
COMMISSIONERS
B a �
Mayor /Chairman
BOARD OF GOVERNORS,
MONROE COUNTY FIRE AND AMBULANCE
DISTRICT I
c� ao
rr V) <
C) :� u
v
Lj
x
o
U, N .6s
0
WITN S:
By.
Print Name and Title
(CCG0 J e
B :
y AA1 I W" �, 4– V" —
Mayor /Chairman
HEALTH CARE DISTRICT OF PALM BEACH
COUNTY f�
By:
Title: t e w (TY 6i f
Print Name: [� E
APPROVED AS TO FORMAND LEGAL
SUFFICIENCY
BY: O
Nichblas W. Romanello, Esq.
Chief Legal Officer
Health Care District of Palm Beach County
MONROE COUNTY ATTORNEY
PROVED TO F
i fit(/
CYNTHIA L. FALL.
ASSISTANT COUNTY ATTORNEY
Date 4-
Pace 6 of 6