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Item F05 F.5 t, BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Sylvia Murphy,District 5 The Florida.Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1 �pw° Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting November 20, 2019 Agenda Item Number: F.5 Agenda Item Summary #6149 BULK ITEM: Yes DEPARTMENT: Emergency Services TIME APPROXIMATE: STAFF CONTACT: James Callahan (305) 289-6088 N/A AGENDA ITEM WORDING: Approval to purchase six (6) Life Pak 15's from Sole Source provider Physio Control at a cost of$26,757.79 each for a total cost of $53,515.57 each year for 3 years (FY20, FY21 and FY22)per attached Sales Agreement. ITEM BACKGROUND: In November, 2015, we entered into an agreement with Physio Control as a sole-source provider of Life Pak 15, a monitor/defibrillator that is a proven life-saving piece of equipment used by our Fire Rescue personnel on EMS calls. Each of our ALS (Advanced Life Support)units, as well as the Trauma Star helicopters, have this equipment on board. We currently have 16 Life Pak 15's in service and are working towards depleting the inventory of Life Pak 12's (an older model no longer covered by warranty.) Each fiscal year, two (2) new Life Pak 15's are budgeted to replace obsolete equipment. We have (6)Life Pak 12's remaining in inventory and we request approval to move forward with the purchase of(6) new Life Pak 15's that will be delivered in FY20 and paid for in 3 equal annual payments due in in FY20, FY21, and FY22. This purchase will increase our inventory of Life Pak 15's to 22 and remove all Life Pak 12's from inventory with the added advantage of less maintenance costs to the older machines and standardization of equipment within MCFR for familiarization of use by our personnel. The ability to receive the six new machines immediately provides a significant cost savings as we are locking in the price at today's rates and benefitting from bulk volume pricing. PREVIOUS RELEVANT BOCC ACTION: 10-21-15 Item D-58: MCBOCC approved an agreement with Physio Control commencing November 1, 2015 with automatic renewals for sole source preventive maintenance and inspection of existing medical Life Pak equipment, and any additional medical LifePak equipment purchased from Physio. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval Packet Pg. 142 F.5 DOCUMENTATION: MONROECOUNTYOF-SFCSA 11.01.19 FINANCIAL IMPACT: Effective Date: 11/20/19 Expiration Date: 11/19/22 Total Dollar Value of Contract: $160,546.70 Total Cost to County: $160,546.70 Current Year Portion: $53,515.57 Budgeted: Yes Source of Funds: FY20: 11001-560640 ($53,515.57) FY21: 11500-560640 ($53,515.57) FY22: 11500-560640 ($53,515.56) CPI: No Indirect Costs: No Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No If yes, amount: N/A Grant: N/A County Match: N/A Insurance Required: MCBOCC is required to provide evidence of General Liability and Property Insurance to Flex Financial, a division of Stryker Sales Corporation per attached Insurance Authorization and Verification. Additional Details: Budgeted in FY2020 101-11001-560640 10/16/19 101-11001 - MEDICAL AIR TRANSPORT $64,000.00 560640 REVIEWED BY: Mark Thompson Completed 11/04/2019 10:20 AM Pedro Mercado Completed 11/04/2019 11:19 AM James Callahan Completed 11/04/2019 11:26 AM Budget and Finance Completed 11/04/2019 11:33 AM Maria Slavik Completed 11/04/2019 11:48 AM Kathy Peters Completed 11/04/2019 1:45 PM Board of County Commissioners Pending 11/20/2019 9:00 AM Packet Pg. 143 F.5.a Flex Financial,a division of Stryker Sales Corporation 1901 Romence Road Parkway St Portage, MI 49002 t: 1-888-308-3146 f:877-204-1332 www.stryker.com Date: November 1,2019 RE: Reference no:2210082901 MONROE COUNTY OF 1100 SIMONTON ST KEY WEST, Florida 33040-3110 Thank you for choosing Flex Financial, a division of Stryker Sales Corporation, for your equipment financing needs. Enclosed please find the financing documents necessary to enter into the financing arrangement. Once all of the documents are completed,properly executed and returned to us,we will issue an order for release of the financed equipment. PLEASE COMPLETE ALL ENCLOSED DOCUMENTS TO EXPEDITE THE SHIPMENT OF YOUR ORDER. Short Form Conditional Sale Agreement Exhibit A-Detail of Equipment Insurance Authorization and Verification State and Local Government Rider ' 0 —Conditions of Approval:Insurance Authorization and Verification,State and Local Government Rider ,Valid Tax Exemption Certificate U PLEASE PROVIDE THE FOLLOWING WITH THE COMPLETED DOCUMENTS: Federal tax ID number: AP address: Purchase order number: Contact name: Phone number: Email address: Please fax completed documents to(877)204-1332. Return original documents to 1901 Romence Road Parkway Portage,MI 49002(using Fed-Ex Shipping ID#612-309469) Your personal documentation specialist is Curtis Orr and can be reached at 269-389-1437 or by email curtis.orr(a�stryker.com for any questions regarding these documents. Cn LL The financing proposal evidenced by these documents is valid through the last business day of November,2019 LL Sincerely, Flex Financial,a division of Stryker Sales Corporation Notice:To help the government fight the funding of terrorism and money laundering activities, U.S. Federal law requires financial institutions to obtain, verify and record information that identifies each person (individuals or businesses)who opens an account.What this means for you: When you open an account or add any additional service, we will ask you for your name, address, federal employer identification number and other information that will allow us to identify you.We may also ask to see other identifying documents. For your records, the federal employer identification number for Flex Financial,a Division of Stryker Sales Corporation is 38-2902424. U Agreement#:2210082901 Packet Pg. 144 F.5.a Owner("we"or"us") Short Form Conditional Sale Agreement No. 221008291 Flex Financial,a division of Stryker Sales Corporation 1901 Romence Road Parkway Portage, MI 49002 Customer name and address("You"and"Your"): Equipment Iocation:490 63RD STREET, MARATHON, Florida 33050 MONROE COUNTY OF Supplier: Stryker Sales Corporation, 3800 E. Centre Avenue, Portage, MI 1100 SIMONTON ST 49002 KEY WEST, Florida 33040-3110 Equipment description:see Exhibit A(and/or as described in invoice(s)or equipment list attached hereto and made a part hereof) Payment information Number of Payment Payment amount payments frequency 3 Annual $53,515.57 (First payment due 30 days after Agreement is commenced), (plus applicable sales/use taxes-see"Taxes"section below) - Terms and conditions: CL 1. Purchase agreement/acceptance/ payments: You agree to purchase from us the Equipment and services, if any, described above and on any attac schedule (the"Equipment") in accordance with the terms of this Agreement(this "Agreement").You shall be deemed to have accepted the Equiprr for purchase under this Agreement on the date that is ten (10)days after the date it is shipped to you by the Supplier("Acceptance Date")and,at O request, you shall confirm for us such acceptance in writing. No acceptance of any item of Equipment may be revoked by you.You agree to pay Payments described above ("Payments") beginning on the Acceptance Date or any later date we designate and thereafter until all fully paid. Unl otherwise instructed by us in writing, all Payments and other amounts due hereunder shall be made to our address above. This Agreement is n �y cancelable and may not be prepaid. Your obligations under this Agreement (your "Obligations") are absolute, unconditional, and are not subjec cancellation,defense, recoupment, reduction,setoff or counterclaim. If a Payment is not made when due,you will pay us a late charge of 5%of e CL Payment or$10.00,whichever is greater, but only to the extent permitted by law.We may charge you a fee of$55.00 for any check that is returned.' authorize us to adjust the Payments at any time if taxes included in the Payments differ from our estimate. You agree that the Payments w calculated by us based, in part,on a rate reported in the"Interest rate swaps"section of Federal Reserve Statistical Release H-15 and in the event date the Equipment is delivered to you is more than 30 days after we send this Agreement to you,we may adjust the Payments once to compensate 'S in good faith,for any increase in such rate. CD 2.Ownership/security interest/laws/use/maintenance: Upon acceptance of the Equipment by you,you shall hold title to and be the owner of the Equipmen all purposes including, without limitation, tax purposes. The purchase of the Equipment by you under this Agreement shall be "AS IS, WHERE IS", with representation or warranty of any kind from us, provided that this Agreement shall not impair any express warrantees or indemnifications, writ service agreements or other obligations of Stryker Corporation or any of its subsidiaries to you regarding the Equipment and we hereby assign al our rights in any Equipment warrantees to you.As security for all of your Obligations,you hereby grant to us a first priority security interest in all of your rig title and interests in the Equipment, all replacements, additions, accessions, accessories and substitutions thereto or therefore and all proceeds and prods thereof, including,without limitation,all proceeds of insurance. Upon timely payment of all amounts due hereunder(plus all applicable Taxes), our security inte in the Equipment shall terminate and you shall be the owner of the Equipment, free and clear of any interest created by us. You agree not to permit any I security interest (except ours), claim or encumbrance to be placed upon the Equipment. You shall comply with all applicable laws, rules and regulations manufacturer's specifications and instructions concerning the operation, ownership, use and/or possession of the Equipment. You must, at your cost, keep >- Equipment in good working condition. If Payments include maintenance and/or service costs, you agree that(i)no Assignee (as defined below)is responsibl provide the maintenance or service, (ii)you will make all maintenance and service related claims to the persons providing the maintenance, service or warra and (iii)any maintenance, warranty or service claims will not impact your Obligations. The Equipment cannot be moved from the location above without our written consent. 3.Taxes: You shall pay when and as due all sales, use, property, excise and other taxes, and all license and registration fees now or hereafter imposed by governmental body or agency upon this Agreement or the ownership, use,or sale of the Equipment, together with all interest and penalties for their late payn or non-payment("Taxes").You shall indemnify and hold us harmless from any such Taxes.You shall prepare and file all tax returns relating to Taxes for which are responsible hereunder. If we receive any tax bill pertaining to the Equipment from the appropriate taxing authority,we may,without obligation,pay such tax if we pay such tax bill we will invoice you for the expense. Upon receipt of such invoice,you will promptly reimburse us for such expense. 4. Assignment: You agree not to transfer, sell, lease, assign, pledge or encumber the Equipment or any rights under this Agreement without our prior wri consent,which consent shall not be unreasonably withheld,and if you do,even with our consent,you will still be fully responsible for all your Obligations.You s E provide us with at least 45 days' prior written notice of any change to your principal place of business, organization or incorporation. You agree that we r �y without notice to you, sell, assign, or transfer("Transfer")this Agreement to a third party (each, an "Assignee"), and each Assignee will have our Transfe rights, but none of our obligations, and such rights will not be subject to any claims, recoupment, defenses, or setoffs that you may have against u: any supplier even though an Assignee may continue to bill and collect all of your Obligations in the name of"Stryker Finance". 5. Risk of loss, insurance and reimbursement: Effective upon delivery to you,you shall bear all risk of Equipment loss or damage. If any such loss or dam occurs you still must satisfy all of your Obligations. You will (i) keep the Equipment insured against all risks of loss or damage for an amount equal tc replacement cost, (ii) list us as the insurance sole loss payee and (iii)give us written proof of the insurance. If you do not provide such insurance, we have right,without obligation, to obtain such insurance and add an insurance fee(which may include a profit)to the amount due from you.You will obtain and main comprehensive public liability insurance naming us as an additional insured with coverages and amounts acceptable to us. To the extent not expressly prohib by applicable law, you will reimburse and defend us, including each Assignee for and against any losses, injuries, damages, liabilities, expenses, claims or k proceedings asserted against or incurred by us, including any Assignee, relating to the Equipment and which relate to or arise out of your act or omission or act or omission of your agents or employees or others(excluding us)with access to the Equipment.The terms of this paragraph will continue after the termina of this Agreement. 6.Default remedies:You are in default under this Agreement if:a)you fail to pay a Payment or any other amount when due;or b)you breach any other obliga under this Agreement;or c)your principal owner or any guarantor of this Agreement dies;or d)you or any guarantor dissolves,ceases to do business as a g( concern, becomes insolvent, bankrupt, merges, or is sold; or e)you or any guarantor fails to pay any other material obligation owed to us or any of our affilia Upon default,we may:a)declare the entire balance of unpaid Payments immediately due and payable; b)sue you for and receive the total amount due with fu Payments discounted to the date of default at a rate of 3% per annum; c)charge you interest on all monies due at the rate of 18% per year or the highest rate Agreement Packet Pg. 145 F.5.a Short Form Conditional Sale Agreement No. 221008291 permitted by applicable law from the date of default until paid; and/or d)require you to immediately return the Equipmen o us or we may peaceably reposses Upon default, you will also pay all expenses including but not limited to reasonable attorneys'fees, legal costs, cost of storage and shipping incurred by us in enforcement and attempted enforcement of any remedies under this Agreement. If the Equipment is returned or repossessed we will, if commercially reasona sell or otherwise dispose of the Equipment at terms we determine, at one or more public or private sales, with notice as required by law, and apply the proceeds (after deducting any related expenses) to your Obligations. You remain liable for any deficiency with any excess being retained by us or appliec required by applicable law. 7.Miscellaneous: This Agreement shall be governed and construed in accordance with the laws of Michigan.You agree that the Equipment will only be usec business purposes and not for personal, family or household use. This Agreement may be executed in counterparts and any facsimile, photographic or o electronic transmission and/or electronic signing of this Agreement by you and when manually countersigned by us or attached to our original signa counterpart and/or in our possession shall constitute the sole original chattel paper as defined in the UCC for all purposes and will be admissible as legal evide thereof. No security interest in this Agreement can be perfected by possession of any counterpart other than the counterpart bearing our original signature. agree not to raise as a defense to the enforcement of this Agreement or any related documents hereto the fact that such documents were executed by electn means.We may inspect the Equipment at any time prior to payment in full of your Obligations. No failure to act shall be deemed a waiver of any rights hereun If you fail to pay(within thirty days of invoice date)any freight,sales tax or other amounts related to the Equipment which are not financed hereunder and are bl directly by us to you, such amounts shall be added to the Payments set forth above (plus interest or additional charges thereon)and you authorize us to ad such Payments accordingly. If you are required to report the components of your payment obligations hereunder to certain state and/or federal agencies or pc health coverage programs such as Medicare, Medicaid, SCHIP or others, and such amounts are not adequately disclosed in any attachment hereto, then Str) Sales Corporation will, upon your written request, provide you with a detailed outline of the components of your payments which may include equipment,softw py service and other related components.You acknowledge that you have not received any tax or accounting advice from us.You agree that you shall upon regt from us, promptly provide to us a copy of your most recent annual financial statements and any of your other financial information (including interim finar statements) that we may request. You authorize us to share such information with our affiliates, subsidiaries and Assignees. This Agreement, any schedi O hereto, any attachments to this Agreement or any schedules and any express warrantees made by Stryker Sales Corporation constitute the entire agreen between the parties hereto regarding the Equipment and its use and possession and supersede all prior agreements and discussions regarding the Equipn and any prior course of conduct. You waive all rights to any indirect, punitive, special or consequential damages in connection with the Equipment or Agreement. There are no agreements, oral or written, between the parties which are contrary to the terms of this Agreement and such other documents. 1 AGREE THAT THIS IS A NON-CANCELLABLE AGREEMENT AND WAIVE TRIAL BY JURY CL 1 CERTIFY THAT I AM AUTHORIZED TO SIGN THIS AGREEMENT FOR CUSTOMER Customer signature Accepted by Flex Financial,a division of Stryker Sales Corporation Signature: Date: Signature: Date: Print name: Print name: Title: Title: e CD E Agreement Packet Pg. 146 F.5.a Exhibit A to Short Form Conditional Sale Agreement Number 2210082901 Description of equipment Customer name: MONROE COUNTY OF Delivery address:490 63RD STREET, MARATHON, Florida 33050 Part I-Equipment/Service Coverage(if applicable) Model number Equipment description Quantity 99577-001955 LIFEPAK 15 V4 Monitor/Defib 6 21330-001176 LP 15 Lithium-ion Battery 5.7 amp hrs 12 11171-000046 Masimo M-LNCS DCI,Adult Reusable SpO2 only Sensor. For 8 use with RC Patient Cable. 11171-000037 Masimo RC Patient Cable,4 FT. For use with M-LNCS and 1 Rainbow Patient Sensors. 11111-000018 ECG Cable,12-Lead5ft.-Trunk cable with AHA limb leads 1 CL 11577-000002 LIFEPAK 15 Basic carry case w/right&left pouches;shoulder 6 py strap(11577-000001)included at no additional charge when case ordered with a LIFEPAK 15 device 11260-000039 LIFEPAK 15 Carry case back pouch 6 (D 11220-000028 LIFEPAK 15 Carry case top pouch 7 Us 11576-000094 LUCAS Carrying Case,Hard ShelISTRYKER 3 CL Total equipment: $145,570.70 Service coverage: Model number Service coverage description Quantity 78000011 Protect Plus Batteries(Depot)for LIFEPAK 15 V4 Monitor/ 6 Defib-Manual&AE D,Trending Noni nvasive PacingSpO2NIBP12-Lead ECGEtCO2BT. e Total service coverage:$14,976.00 Total Financed Amount: $160,546.70 Customer signature Accepted by Flex Financial,a division of Stryker Sales Corp. Signature: Date: Signature: Date: Print name: Print name: Title: Title: qs E �s Agreement#: 2210082901 Packet Pg. 147 F.5.a Insurance Authorization and Verification St Date: November 1,2019 Short Form Conditional Sale Agreement Number 2210082901 To: MONROE COUNTY OF("Customer") From: Flex Financial,a division of Stryker Sales Corporation("Creditor") 490 63RD STREET 1901 Romence Road Parkway MARATHON , Florida 33050 Portage, MI 49002 TO THE CUSTOMER: In connection with one or more financing arrangements, Creditor may require proof in the form of this document, executed by I Customer` and Customer's agent, that Customer's insurable interest in the financed property (the "Property") meets the requirements as follows, with cover including,but not limited to,fire,extended coverage,vandalism,and theft: Creditor,and its successors and assigns shall be covered as both ADDITIONAL INSURED and LENDER'S LOSS PAYEE with regard to all equiprr financed or acquired for use by policy holder through or from Creditor. Customer must carry GENERAL LIABILITY (and/or, for vehicles, Automobile Liability) in the amount of no less than $1,000,000.00 (one mil' ^� dollars). Customer must carry PROPERTY Insurance (or, for vehicles, Physical Damage Insurance) in an amount no less than the 'InsurE Value'$145.570.70 with deductibles no more than$10,000.00. CL `PLEASE PROVIDE THE INSURANCE AGENTS INFORMATION REQUESTED BELOW&SIGN WHERE INDICATED qy By signing, Customer authorizes the Agent named below: 1)to complete and return this form as indicated; and 2)to endorse the policy and subsequent renewals to reflect the required coverage as outlined above. O (D MONROE COUNTY OF Insurance agency: Signature: Date: �y Agent name: Print name: IL Address: Title: Phone/fax: Email address: `Customer: Creditor will fax the executed form to your insurance agency for endorsement. In Lieu of agent endorsement, Customer's agency may sul insurance certificates demonstrating compliance with all requirements. If fully executed form (or Customer-executed form plus certificates)is not provided wi 15 days, we have the right but not the obligation to obtain such insurance at your expense. Should you have any questions please contact Curtis Orr 269-389-1437. e TO THE AGENT: In lieu of providing a certificate, please execute this form in the space below and promptly fax it to Creditor at 877-204-1332 . 1 0 fully endorsed form shall serve as proof that Customer's insurance meets the above requirements. Agent hereby verifies that the above requirements have been met in regard to the Property listed below. Agent signature Signature: Date: Print name: Title: (D E �s Carrier name: Carrier policy number Policy expiration date: Insurable value:$145,570.70 ATTACHED: PROPERTY DESCRIPTION FOR Short Form Conditional Sale Agreement Number 2210082901 See Exhibit A to Short Form Conditional Sale Agreement Number 2210082901 TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFD OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING,INCLUDING,WITHOUT LIMITATION,INSURANCE RECOVERIES. Agreement#: 2210082901 Packet Pg. 148 F.5.a State and Local Government Customer Rider This State and Local Government Customer Rider(the"Rider")is an addition to and hereby made a part of Short Form Conditional Sale Agreement Numbe 2210082901 (the"Agreement")between Flex Financial,a division of Stryker Sales Corporation("Owner")and MONROE COUNTY OF ("Customer")to be executed simultaneously herewith and to which this Rider is attached.Capitalized terms used but not defined in this Rider shall have the respective meanings provided in the Agreement.Owner and Customer agree as follows: 1. Customer represents and warrants to Owner that as of the date of, and throughout the Term of, the Agreement: (a) Customer is a political subdivision of state or commonwealth in which it is located and is organized and existing under the constitution and laws of such state or commonwealth; (b) Customer complied, and will comply,fully with all applicable laws, rules, ordinances, and regulations governing open meetings, public bidding and appropriations require connection with the Agreement, the performance of its obligations under the Agreement and the acquisition and use of the Equipment; (c)The person(s)sigi the Agreement and any other documents required to be delivered in connection with the Agreement(collectively, the"Documents")have the authority to do so, acting with the full authorization of Customer's governing body, and hold the offices indicated below their signatures, each of which are genuine; (d) Documents are and will remain valid, legal and binding agreements, and are and will remain enforceable against Customer in accordance with their terms; an( The Equipment is essential to the immediate performance of a governmental or proprietary function by Customer within the scope of its authority and will be L during the Term of the Agreement only by Customer and only to perform such function. Customer further represents and warrants to Owner that, as of the i each item of Equipment becomes subject to the Agreement and any applicable schedule, it has funds available to pay all Agreement payments payable thereur until the end of Customer's then current fiscal year, and, in this regard and upon Owner's request, Customer shall deliver in a form acceptable to Own, resolution enacted by Customer's governing body, authorizing the appropriation of funds for the payment of Customer's obligations under the Agreement du 10 Customer's then current fiscal year. (y U) 2. To the extent permitted by applicable law, Customer agrees to take all necessary and timely action during the Agreement Term to obtain and maintain fL appropriations sufficient to satisfy its payment obligations under the Agreement (the "Obligations"), including, without limitation, providing for the Obligation each budget submitted to obtain applicable appropriations, causing approval of such budget, and exhausting all available reviews and appeals if an approprie CL sufficient to satisfy the Obligations is not made. 3. Notwithstanding anything to the contrary provided in the Agreement, if Customer does not appropriate funds sufficient to make all payments due during fiscal year under the Agreement and Customer does not otherwise have funds available to lawfully pay the Agreement payments (a "Non-Appropriation Eve and provided Customer is not in default of any of Customer's obligations under such Agreement as of the effective date of such termination, Customer terminate such Agreement effective as of the end of Customer's last funded fiscal year("Termination Date")without liability for future monthly charges or the e termination charge under such Agreement, if any, by giving at least 60 days'prior written notice of termination("Termination Notice")to Owner. CD 4. If Customer terminates the Agreement prior to the expiration of the end of the Agreement's initial (primary) term, or any extension or renewal thereof permitted under Section 3 above, Customer shall (i)on or before the Termination Date, at its expense, pack and insure the related Equipment and send it fre prepaid to a location designated by Owner in the contiguous 48 states of the United States and all Equipment upon its return to Owner shall be in the s condition and appearance as when delivered to Customer, excepting only reasonable wear and tear from proper use and all such Equipment shall be eligiblE manufacturer's maintenance,(ii)provide in the Termination Notice a certification of a responsible official that a Non-Appropriation Event has occurred, (iii)delivE Owner, upon request by Owner, an opinion of Customer's counsel(addressed to Owner)verifying that the Non-Appropriation Event as set forth in the Termini Notice has occurred,and(iv)pay Owner all sums payable to Owner under the Agreement up to and including the Termination Date. 0 5. Any provisions in this Rider that are in conflict with any applicable statute, law or rule shall be deemed omitted,modified or altered to the extent required to conform thereto,but the remaining provisions hereof shall remain enforceable as written. Customer signature Accepted by Flex Financial,a division of Stryker Sales Corp. Signature: Date: Signature: Date: Print name: Print name: qs E Title: Title: �s Z Agreement#: 2210082901 Packet Pg. 149