FY2020 04/08/2020_LifePak Monroe County Purchasing Policy and Procedures
ATTACHMENT D.6
COUNTY ADMINISTRATOR
CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN$50 000.00
Contract with: . ":- _ ;t; 4� Contract'# r 4 I t 6 r s�
f v,3 r3�•�SB�2
Effec#ie Date; ::ay
Contract P Expiration
Purpose/Description:
A Sc-"t cz, P u+tJaT
5
Contract is Origin
Bement ontraat Amendment/Extension Renewal
Contract Manager: + �'T � , al'
(Ext) ; (Depathnent/Stop#)
CONTRACT C9STS
Total Dollar Value of Contract: $ ' ,
(must be less then$s0,000) Cp#ent Year Portion: $ rc -,VW,
(IPpuldyear agreement then
" ftVutes BOCC a rove!,.4 pp ,unless the
tOlaf cumulative nmauat is]CBS Ihan h
kaK $50MU.OG.
No
Budgeted?Yes
Grant'$ A ❑ �� Account°Codes: (Y F. �= !lSOa S3a3iFd
County Match: $ N
ADDITION OSTS
Estimated Ongoing Costs:$___1yr For:
at included in dollar value above). e, .maintomce utilities janitorial,salaries etc,
COVTR.ACT REVIEW .
Changes i
Date In Needled i Date Out
Department Head 3t.Z60 Yes[]No R low
Risk Management 04-03-2020 Yes No
❑ ❑ ' ,L., 151&1a 04-03-2020
O.M.B./Purchasing 4/7/20
Yes❑No 4/7/20
County Attorney �.. yes[]Nb7
— -- 4/7/20
Comments:
i
Page 74 of 86
Services stryker
Sales Rep Name: Amanda McBride 3800 E,Centre Ave
ProCare Service Rep. Miguel Rodriguez Portage,MI 49009
Date 1117/2019
ID 191107153743
_7
77777�
EMU FROFOSALSUBMITTED
Account Number 1322582 Name-, Shaina Moore
Account Name Monroe County Fire Rescue Title: Logistics Specialist
Account Address 490 63rd St Phone: 30S•587-9212
City,State Zip Marathon,FL 33050 Email, MoorioShaina@Monroc!County,FLG-
Item Model Model Description ProCare Program Qty Length Total
Numbe No.
I Lucas Luc-as SMItProteapep of 8 $7,680,00
2 Lucas' Lucas SMR Protect Depot 2 2/8/20-4/30/20 $1112000
RO
MR Protect,D!gOtt
Parts and labor necessary to restore device to original specifications,subject to Exclusions
IS%discount an accessories/disposables
Standard detachable hard paddles repair or replacement
Option to Include Battery Replacement Service
For each LIPEPAK 20/20e replacement of one(1)LIFETAX 20/20e Internal battery In accordance with the device Operating instructions,or upon battery faalure
Replacement of Palled internal coin cell batteries
Updates Installed at 20%offthe then-current list price provided such Updates are Installed at the time of regularly scheduled Services.If parts must be replaced to
commodate installation of new software,such parts may be purchased at a rate of 30%off the then current list price.
Pro are Total $8,800 OO
Unless otherwise stated on contract,payment Is expected upfront. FINALTOTAL $8,800.00
Digitally signed by In—G,,,,,!
DN.co Roman Gastesi,o-monme County 80CC,
.0 C.un jn!, a - -
Roman GasteSi imisey.=co ntyu-fl.g,m cfl ub flaud
s
3/23/20 Date 2020.04.08 15 3942-04,00,
Stryker Signature Date Customer Signature Date
Roman Gastesi,County Adriiinistrator
Purchase Order Number(MUST INCLUDE HARP COPY)
Check of Purchase Order is not required
R COMMIT
Please email signed Proposal and Purchase Order to procarecoordinators@stryker.corn,
All Information contained within this quotation Is considered confidential and proprietary and is not subject to public disclosure
"Quote pricing valid for 30 days.
COUWY ATTOnNEy r\
tA V FORMI, 'I
AI G A NTY ATTORNEY
Date____3._24/,20
Exhibit A to Proposal #191107153743
SERIAL'NUMBER SAEET fLzL, a�
Item Model Serial Number Program
No.
1 Lucas 30149550 SMR Protect Depot
2 Lucas 30149551 SMR Protect Depot
3 Lucas 30149M SMR Protect Depot
4 Lucas 3o1495S3 SMR Protect Depot
5 Lucas 30t49554 SMRProtectDepot
6 Lucas 3019955S SMR Protectuepot
7 Lucas 30135978 SMR ProtectDepot
8 Lucas 30/36976 SMR ProtectDepot
9 I Lucas' 3518D476 SMR Protect Depot
1D Lucas• 35180477 SMR Protect Depot
SERVICETPIGREE MEN TQMonr a Coun_tylFir�e&Rem s'�c�(Fe6ruary 2� o, (z/xa/zo2o�
This document sets forth the entire ProductServicePlanAgreement('AgreemenYJbetweenStryker Sales Corporation,through ItsMedlcalDivision,herein and after referred
was'Stryker',and Monrue County Elm&Rescue,herein and after,referred to as the"Customer'.Thisis the entire Agreement and no other oral modifications are valid.This
Agreementshall remain In effect unlesscanceledormodifiedbyeither partyaccording to the fallowingterms and conditions.
L SERVICE COVERAGEAND TERM
Stryker shall provide to Customerthe services(the"Services")as defined on Page 1 ofthe Stryker Proposal as the equipment ProCare Program(here[nafter eacb,a"Service
Plan").The equipment covered under said Service Plan Is set forth on Exhibit A to the Proposal(the"Equipment").The Services and Service Plan are ancillary to and mots
complete substitute forthe requirements ofCustomertoadhere to the routine maintenance instructions provided by Stryker,Itsequlpmentand operations manuals,and
accompanying labels and/arinserts for the Equipment.Custom ercovenants and agrees that its personnel will follow the instructions and contents ofthose manuals,labels and
Inserts.When Equipment or aeomponent Is replaced,the item provided in replacement will be the Customer's property(11'Customerowns the Equipment)and the replaced
Item will be Strykees property.The Service Plan coverage,term,start date,and price ofthe Services appearon the Service Plan.
2. EQUIPMENTSCHEDULE CHANGES
During the term ofthe Agreement and upon each party's written consent,additional Equipment may be included in the Exhibit A.All additions are subf ect to the terms and
conditions contained herein.Stryker shall adjust the charges and modify Exhibit to reflect the additions.
3. INSPE CTI O N SCH E D ULIN G
Service inspections will be scheduled In advance at a mutually agreed Upon tlme for such period oftirae as Is reasonably necessary to complete the Services.Equipment not
made available at the specified time will b e serviced at the next scheduled service Inspection unless speeiflcarrangements are made with Stryker.Such arrangements will
Include travel and otherspecial charges at5ttykees theft current rates.
4. INSPE CTI O N A CT I VI TY
On each scheduled service inspection,Stryker's Service Representative will Inspect each available item of Equipment as required In accordance with Stryker's then current
Maintenance procedures forsaid Equipment.Ifthere is any discrepancy orquestions on the number 0fi11spectlons,price,or Equipment,Strykermay amend this Agreement
S. CUSTOMER OBLIGATIONS
Customer shall use commercially reasonable efforts to cooperate with Stryker In connection with Stryker's performance ofthe Services.Customer understands and
acknowledges that Stryker employees will not provide surgical or medical advice,will not practice surgery or medicine,will not come In physical contact with the patient will
not enter the"sterile field'at anytime,and will not direct equipment or Instruments that came in contact with the patient during surgery.Customer's personnel will refrain
from requesting Stryker employees to take any actions In violation ofthese requirements aria violation orapplicabie laws,rules o rregulations,Customer policies.or the
patient's Informed consent.A refusal by Stryker employees to engage In such activities shall not bea breach ofth[s Agreement Customer consents to the presence ofStryker
employees In Its operating rooms,where applicable,in order for Strykerto provide Services under thisAgreement and represents that Itwill obtain all necessary consents from
patients.
& SERVICEINVOICING
(A) Customer's performance and obligations to pay under this agreement Is contingent upon annual appropriation by the Board of count Commissioners
(B) Customer shall pay in accordance with the Florida Local Government Prompt Payment Act;payment will be made after delivery and Inspection by Customer and upon
submisslon of Invoice by Stryker.
(C) Stryker shall submit to Customer Invoices with supporting documentation acceptable to clerk on a MONTHLY schedule In arrears.Acceptability to the Clerk is based an
generally accepted accounting principles and such laws,rules and regulations as may govern the Clerk's disbursal of funds.
7. PRICECHANGES
The Service prices specified herein are those In effect as ofthe dateof acceptance of this Agreement and will continue In effect throughout the term ofthe Service Plan.
8. INITIALINSPECTION
This Agreement shall be applicable only to such Equipment as listed In Exhibit A,which has been determined by aStryker's Representative to be In good operating condition
upon his/her initial inspection thereof.
9. O PE RATI ON MAINTENAN C E
Stryker's Services are ancillary to and not a complete substitute forthe requirements of Customer to adhere to the routine maintenance instructions provided by Stryker,lt's
Equipmentand operations manuals,and accompanying labels and/orinserts for each item ofEqulpment.Customer's appropriate userpersonnel should be entirely famf0arwith
the instructions and contents ofthese manuals,labels and inserts and Implementthem accordingly.
10. SERVICE PLAN WARRANTY AND LIMITATIONS
Strykerrepresents and warrants thatthe Services shall be performed in a workmanlike mannerand with professional diligence and skill.Services will compiywith all applicable
laws and regulations.During the term ofthe Service Plan,Stryker will maintain the Equipment in good working cand itlo n.Notwithstanding any other provision ofthis
Agreement,the Service Plan does not include repairs or otherservices made necessary by or related to,the fallowing;(1)abnormal wearor damage caused by misuse or by
failure to perform normal and routine maintenance asset out In the Stryker maintenance manual or operating Instructions.(2)accidents(3)catastrophe(4)acts Ofgod(5)any
malfunction resulting from faulty maintenance,improper repair,damage and/or alteration by non-Stryker authorized personnel(6)Equipment on which any original serial
numbers or otheridentification marks have been removed ordestr ayed;or(7)Equipment that has been repaired with any unauthorized ornon-Strykercomponents.in addition,
In orderto ensure safe operation ofthe Equipment,only Stryker accessories should be used.Stryker reserves the right to invalidate the Service Plan if Equipment is used with
accessories notmanufacturedbyStryker.
TO THE FULLEST EXTENT PERMITTED BYLAW,THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES APPLICABLE TO THE SERVICES AND
ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY STRYKER,EXPRESSED OR IMPLIED,INCLUDING,BUT NOT LIMITED 70,ANY IMPLIED WARRANTY OF
MERCHANTABILITY,NONINFRINGEMENT OR FITNESS FORA PARTICULAR PURPOSE.
11. WAIVER EXCLUSIONS
No failure to exercise and no delay by Stryker in exercising any right.power or privilege hereunder shall operate as waiverthereaf No waiver ofanybreach ofany provision by
Stryker shall be deemed to be waiverby Stryker of any preceding or succeeding breach ofthe same orany other provision.No extension of time by Stryker for performance of
any obligations or otheracts hereunder or under any other Agreement shall be deemed to bean extension of time for performances afany other obligations or any other acts by
Stryker.
12. LIMITATIONOFLIABILITY
EXCEPT FOR THIRD PARTY DAMAGES RELATED TO STRYKER'S INDEMNITY OBLIGATIONS UNDER SECTION 13,STRYKER'S LIABILITY ARISING UNDER THISAGREEMENT
WILL NOT EXCEED THE AMOUNT OF SERVICE FEES PAID DURING THE TWELVE(12)MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.IN NO
INSTANCE WILL STRYKER BE LIABLE TO CUSTOMER FOR INCIDENTAL,PUNITIVE,SPECIAL,COVER,EXEMPLARY,MULTIPLIED OR CONSEQUENTIAL DAMAGES OR
ATTORNEYS'FEES OR COSTS FOR ANY ACTIONS UNDER OR RELATED TO THIS AGREEMENT.
I& INDEMNIFICATION
Stryker shall indemnify and hold harmless Customer from any loss or damage brought by a third party which Customer may suffer directly as a result ofthe gross negligence or
willful misconduct of Stryker or its employees or agents In the course of providing Services.The foregoing indemnification will not apply to any liability arising from:(1)an injury
ordamage due to the negligence of any person otherthan Stryker's employee or agent;(ill the failure of any person otherthan Stryker's employee or agent to follow any
instructions outlined In the labeling,manual,and/or instructions for use ofthe Equipment;Clio the use ofamy equipment or part not purchased from Strykeror any equipment
orany part thereofthat has been modified,altered or repaired by any person other than Stryker's employee or agent;or(iv)any actions taken or omissions made byany Stryker
employee while under the direction or control of Customer's staff.To the extent set forth In F.S.768.2 B,Custom or agrees to hold Stryker harmless from and Indemnify Stryker
for any claims orlosses or injuries arising from(I)-(Iv)above resulting from Customers Drits employees'oragents'actions.
14. TERM=TERMINATION
The Agreementsbali commence on the date Indicated an the fi rst Service Plan entered into between the parties and shall continue until Stryker ceases to provide Services or the
Agreement is canceled by eitherparty by giving a ninety(90)days prior written notice of anysuch cancellation to the other party.Ifthis Agreement Is canceled during or before
the expiration date ofthe Agreement,Customer will owe for the months covered up to the cancellation date ofthe Agreement and for any parts,labor,and travel charges,
required to maintain Equipment,exceeding thatalreadypald during theAgreement In the event Customer has pre-paid fortheservices hereunder,anyunused amountasofthe
data of cancellation shall be returned to the Customer on a pro-rata basis.
15. PORCEMAJEURE
Except for Customer's payment obligations,which may only be delayed and not excused entirely,neither party to this Agreement will be liable for any delay or failure of
performance thatis the result ofany happening orevent that could not reasonably have been avoided or that Is otherwise beyond Its control.provided that the party hindered or
delayed immediately notifies the other party describing the circumstances causing delay.Such happenings or events will Include,but not be limited to,terrorism,acts ofwar,
riots,civil dlsord or,rebellions,fire,flood,earthquake,explosion,action ofthe elements,acts of God,inability to obtain or shortage ofmaterlal,equipment or transportation,
governmental orders,restrictions,priorities orrationing,accidents and strikes,lockouts orotherlabortrouble arshortage.
16. INSURANCE REQUIREMENTS
Strykershall Maintain the following insurance coverage during the term orthe Agreement:(Qcommercialgeneralliabilitycoverage,includingcoverageforproductsand
completed operations liability,with minimum limits of$1,000,000.00 per occurrence and$2.000,000.00 annual aggregate applying to bodily injury,personal Injury,and
property damage;(it)automobile liability insurance with combined single limits off1,000,000.00 for owned,hired,and non-owned vehicles;and(ill)worker's compensation
insurance as required by applicable law.At Customer's written request,certificates of Insurance shall be provided by Stryker prior to commencement ofthe Services at any
premises owned or operated by Customer.To the extentpermitted by applicable laws and regulations,Strykershall be permitted to meet the above requirements through a
program ofself-insurance.
1.7. WARRANTY OFNON-EXCLUSION
Each party represents and warrants that as ofthe Effective Date,neither It nor anyoflts employees,are or have been excluded terminated,suspended,ordebarred from a federal
or state healthcare program or from participation In any federal or state procurement or non-procurement programs.Each patty further represents that no final adverse action
by the federal or state government has occurred or Is pending orthreatened against the party,its alfillates,or,to its knowledge,against any employee,Stryker,or agent engaged
to provide Services under this Agreement Each party also represents that€[during the term of this Agreement It,or any of its employees becomes so excluded,terminated,
suspended,or debarred from a federal or state health care program or from participation in any federal or state procurement or non-procurement programs,such will promptly
notify the other party.Each party retains the right to terminate or modify this Agreement in the event ofthe otherparty's exclusion from a federal orstate healthcare program.
18. COMPLIANCE
Stryker,as supplier,hereby informs Customer,as buyer,of Customer's obligation to make all reports and disclosures required bylaw or contract,including withautlim€tatiDn
properly reporting and appropriately reflecting actual prices paid for each item supplied hereundernet of anydiscount(including rebates and credits,afany)applicable to such
item on Customer's Medicare cost reports,and as otherwise required underthe Federal Medicare and Medicaid Anti-Kickback Statute and the regulations thereunder(42 CFR
Part 1001.952(h)).Pricing underthlsAgreement(and each Service Plan)may constitute discounts on the purchase ofServices.Customer represents that(I)It shall make all
required cast reports,and(i€)it has the corporate power and authority to make or cause such cost reports to be made.To the extent required bylaw.Customer and Stryker
agree to comply with the Omnibus Reconciliation Act of 1980(P.L.96Z499)and it's implementing regulations(42 CPR,Part420).To the extent applicable to the activities of
Stryker hereunder,Stryker further specifically agrees that until the expiration offour(4)years after furnishing Services pursuant to this Agreement,Stryker shall make
available,upan written request of the Secretary ofthe Department of Health and Human Services,or upon request of the Comptroller General,or any of their duly authorized
representatives,this Agreement and the books,documents and records of Strykerthat are necessary to verify the nature and extent of the costs charged to Customer hereunder.
Stryker further agrees that If Stryker carries out any afthe duties ofthis Agreement through a subcontract with a value or cost often thousand dollars($30,000)or more over a
twelve(12)month period.with a related organization,such subcontract shall contain a clause to the effect that until the expiration of four(4)years after the furnishing ofsuch
services pursuant to such subcontract,the related organization shall make available,upon written request to the Secretary,orupon request to the Comptroller General,orany of
their dulyauthorized representatives the subcontract,and books and documents and records ofsuch organization that are necessary to verify the nature and extent ofsuch costs,
19. CONFIDENTIALITY
The parties hereto shall hold in confidence this Agreement and the terms and conditions contained herein(including Services Plan pricing)and any information and materials
which are related to the business ofthe other orare designated as proprietary or confidential,herein or otherwise,or which a reasonable person would consider to be
proprietary or confidential Information;and(b)hereby covenant that they shall not disclose such Information to anythlyd party without prior written authorization of theane to
whom such information relates.The rights and remedies available to a party hereundershall not limit orpreclude any otheravailable equitable or legal remedies.
20. HIPAA
Stryker is not a'business assoclate'of Customer,as the term"business associate"Is defined by H1PAA(the Health Insurance Pertablllty and Accountability Act of 1996 and 45
C.F.R.parts 142 and 160-164,as amended).To the extent the parties mutually agree that Strykerbecomes a business associate of Customer,th a parties agree to negotiate to
amend the Service Plan orthis Agreement as necessary to complywith HIPAA,and lfan agreement cannot b be reached the applicableServlce Plan will immediately terminate.All
medical information and/or data concerning specific patients(including.but not limited to,the Identity ofthe patients),derived incidentally during the course ofthlsAgreament,
shallbe treated by both parties as confidential,and shall not be released,disclosed,orpublished to any party otherthan as required or permitted underapplicable laws.
Notwithstanding the foregoing,Stryker may be considered a'business assoclate'OCustomersrelated to any Service Plan for wireless products and/or other designated business
associate services.If Stryker Is considered a'business associate'of Customer,Stryker will agree to enter Into a business associate agreement with Customer as required
byHIPAA.
2L MISCELLANEOUS
Neither party may assign ortransfer their rights and/or benefits underthis Agreement without the prior written consent ofthe otherparty,except that Stryker shall have the
right to assign this Agreement oranyrights underor interests in this Agreement to any parent,subsidiary or affiliate of Stryker.All ofthe terms and provisions of this Agreement
shall be binding upon,shall inure to the benefit of,and be enforceable by permitted successors and assigns oFthe parties to this Agreement.This Agreement shall be construed
and Interpreted In accordance with the laws ofthe State of Michigan.The Invalidity,in whole or in part,ofany ofthe foregoing paragraphs,where determined to be Illegal,
Invalid.or unenforceable by court or authority of competent jurisdiction,will not affect or impair the enforceability ofthe remainder ofthe Agreement.This Agreement
constitutes the entire agreamentbetween the parties concerning the subjectmatter ofthis Agreement and supersedes all prior negotiations and agreements between the parties
concerning the subject matter efthisAgreement.In the event ofan inconsistency or conflict between this Agreement and any purchase order,Invoice,orsimllardocument,this
Agreement will control,Any inconststency orconfllct between the terms of this Agreement and a Service Plan shall be resolved In factorofthe Service Plan.The sections entitled
Limitation ofLiabllity,indemnification,Compliance,Confidentialityand Miscellaneous of th is Agreementshall survive its termination orexpiration.
22.MAINTENANCEINSPECI'ION
Thisservice contractmay includeproducts which arebeyand theirwarranty period and tested expected service life.Any such productwillbe Inspected to determine ifthe
product meets the operations and maintenance manual guidelines forthat particular product as of the date of inspection.hespiteanysuch inspection,Stryker makes no claims
orassurances alto future performance,Including no express orlmplied warranty,foranyproduct which was Inspected outside ofits warranty period orbeyond ltstested
expectedservicelife.
See Monroe County Addendum Attached as Exhibit B
stryker
PraCare� Services
3800 E.Centre Ave.
Portage,MI 49002 USA
1.800-STRYKER
stryker.com
Whom it may concern
45tibject;! { ; Emergency Care Parts and Service
;Date: September 17,2019
Stryker's Medical division certifies that it is the original equipment manufacturer(OEM) or sole source distributor
of parts for Stryker's Emergency Care,products. All parts are manufactured at Stryker or by an outside supplier
specifically for Stryker.
Stryker employs its own field service team (known as ProCare Services) to service its products. Stryker only uses
OEM parts for repairs, and has exclusive use of certain proprietary tools for diagnostics and repairs. Stryker
Emergency Care products that require the use of such proprietary tools include,but are not limited to:
• Power-LOAD fastener
• Power-PRO cot
• LUCAS 3 chest compression system
• LIFEPAK 15 defibrillator/monitor
• LIFEPAK 20e defibrillator/monitor
• LIFEPAK 1000 defibrillator
• LIFEPAK CR+/LIFEPAK C112 defibrillator
All tooling is calibrated,documented and controlled by Stryker's home offices in Portage,Ml,USA and Redmond,WA,
USA. Calibration records and training records are available upon request,
All service repairs are documented and reviewed by Stryker's quality team. To help ensure Stryker's commitment
to quality, Stryker tracks and trends its service to help ensure the highest level of product performance for its
customers. Preventive maintenance (PM)and service history documentation is available upon request.
Please contact your local Stryker representative with questions.
Stryker Corporation or its divisions or other corporate affiliated entitles own,use or-have applied for the.following trademarks or service marks:
LIFEPAK,LUCAS,Power-LOAD,Power-PRO;ProCare,Stryker.All other trademarks are trademarks of their respective owners or holder.
Copyright 0 201 B Stryker
Mkt Lft•1630 03 JUL 20IS Rev B
_XHIBIT r Add€ndurn to i)roCare Proposal Tr ffiss ari(f ition
ADDENDUM to Proposal #191107153743
1) Books, Records and Documents. Stryker shall maintain all books. records, and
documents directly pertinent to performance under this Agreement in accordance with generally
accepted accounting principles consistently applied. Each party to this Agreement or their
authorized representatives shall have reasonable and timely access to such records of each other
party to this Agreement for public records Purposes during the term of the Agreement and for four
years following the termination of this Agreement. If an auditor employed by the County or Clerk
determines that monies paid to Stryker pursuant to this Agreement were spent for purposes not
authorized by this Agreement, Stryker shall repay the monies together with interest calculated
pursuant to Sec. 55.03, FS, running from the date the monies were paid to Stryker..
) Governing Law, Venue. Interpretation:
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida applicable to contracts made and to be performed entirely in the State..
In the event that any cause of action or administrative proceeding is instituted f`or the
enforcement or interpretation of this Agreement, the County and Stryker agree that venue will lie
in the appropriate court or before the appropriate administrative body in Monroe County, Florida.
The County and Stryker agree that, in the event of conflicting interpretations of the terms
or a term of this Agreement by or between any of them the issue shall be submitted to mediation
prior to the institution of any other administrative or legal proceeding.
3) Severability. If any term,,. covenant, condition or provision of this Agreement (or the
application thereof to any circumstance or person) shall be declared invalid or unenforceable to
any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and
provisions of this Agreement, shall not be affected thereby; and each remaining terns, covenant..
condition and provision of this Agreement shall be valid and shall be enforceable to the fullest
extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and
provisions of this Agreement would prevent the accomplishment of the original intent of this
Agreement. The County and Stryker agree to reform the Agreement to replace and stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision.
4) Attorney's Fees and Costs. The County and Stryker agree that in the event any cause o
action or administrative proceeding is initiated or defended by any party relative to the enforcement
or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's
fees, court costs, investigative,and out-of-pocket expenses,as an award against the non-prevailing
party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in
appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement
shall be in accordance with the Florida Rules of Civil Procedure and usual and customary
procedures required by the circuit court of Monroe County.
5) Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall
bind and inure to the benefit of the County and Stryker and their respective legal representatives,
successors, and assigns.
6) Authority. Each party represents and warrants to the other that the execution,delivery and
performance of this Agreement have been duly authorized by all necessary County and corporate
action, as required by law.
7) Adjudication of Disputes or Disagreements. County and Stryker agree that all disputes and
disagreements shall be attempted to be resolved by meet and confer sessions between
representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction
of the parties,then any party shall have the right to seek such relief or remedy as may be provided
by this Agreement or by Florida law. This Agreement is not subject to arbitration.
8) Cooperation. In the event any administrative or legal proceeding is instituted against either
party relating to the formation, execution,performance, or breach of this Agreement, County and
Stryker agree to participate,to the extent required by the other party, in all proceedings,hearings,
processes,meetings,and other activities related to the substance of this Agreement or provision of
the services under this Agreement. County and Stryker specificalIy agree that no party to this
Agreement shall be required to enter into any arbitration proceedings related to this Agreement.
9) Nondiscrimination. The parties agree that there will be no discrimination against any
person, and it is expressly understood that upon a determination by a court of competent
jurisdiction that discrimination has occurred,this Agreement automatically terminates without any
further action on the part of any party, effective the date of the court order. The parties agree to
comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of
1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color,
religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended
(20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3)
Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits
discrimination on the basis of handicaps;4)The Age Discrimination Act of 1975, as amended(42
USC §§ 6101-6107),which prohibits discrimination on the basis of age;5)The Drug Abuse Office
and Treatment Act of 1972(PL 92-255),as amended,relating to nondiscrimination on the basis of
drug abuse;6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970 (PL 91616),as amended,relating to nondiscrimination on the basis of
alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC
§§ 690dd-3 and 290ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient
records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended,
relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with
Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating to
nondiscrimination in employment on the basis of disability; 10)Monroe County Code Chapter 14,
Article II,which prohibits discrimination on the basis of race, color, sex, religion,national origin,
ancestry, sexual orientation,gender identity or expression,familial status or age;and 11)any other
nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or
the subject matter of, this Agreement. County and STRYKER agree that there will be no
discrimination against any person, and it is expressly understood that upon a determination by a
court of competent jurisdiction that discrimination has occurred, this Agreement automatically
terminates without any further action on the part of any party,effective the date of the court order.
Stryker agrees to comply with all Federal and Florida statutes, and all local ordinances, as
applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the
Civil Rights Act of 1964(PL 88-352)which prohibits discrimination on the basis of race, color or
national origin;2)Title IX of the Education Amendment of 1972, as amended(20 USC ss. 1681-
1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the
Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the
basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107)
which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act
of 1972(PL 92-255),as amended,relating to nondiscrimination on the basis of drug abuse; 6)The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; 7)The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and
290ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient.records;8)Title
VIII of the Civil Rights Act of 1968(42 USC s. et seq.),as amended,relating to nondiscrimination
in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42
USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the
basis of disability; 10)Any other nondiscrimination provisions in any Federal or state statutes
which may apply to the parties to,or the subject matter of,this Agreement.
10) Covenant of No Interest. County and Stryker covenant that neither presently has any
interest, and shall not acquire any interest, which would conflict in any manner or degree with its
performance under this Agreement,and that only interest of each is to perform and receive benefits
as recited in this Agreement.
11) Code of Ethics. County agrees that officers and employees of the County recognize and
will be required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not Iimited to, solicitation or
acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of
public position, conflicting employment or contractual relationship; and disclosure or use of
certain information.
12) No Solicitation/Payment. The County and Stryker warrant that, in respect to itself, it has
neither employed nor retained any company or person, other than a bona fide employee working
solely for it,to solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working solely for it,
any fee,commission,percentage,gift,or other consideration contingent upon or resulting from the
award or making of this Agreement. For the breach or violation of the provision, STRYKER
agrees that the County shall have the right to terminate this Agreement without liability and,at its
discretion, to offset from monies owed, or otherwise recover, the full amount of such fee,
commission,percentage, gift, or consideration.
13) Public Records Compliance. Stryker must comply with Florida public records laws,
including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the
Constitution of Florida. The County and Stryker shall allow and permit reasonable access to, and
inspection of, all documents, records, papers, letters or other "public record" materials in its
possession or under its control subject to the provisions of Chapter 119,Florida Statutes,and made
or received by the County and Stryker in conjunction with this contract and related to contract
performance. The County shall have the right to unilaterally cancel this contract upon violation of
this provision by Stryker.Failure of Stryker to abide by the terms of this provision shall be deemed
a material breach of this contract and the County may enforce the terms of this provision in the
form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all
attorney's fees and costs associated with that proceeding. This provision shall survive any
termination or expiration of the contract.
Stryker is encouraged to consult with its advisors about Florida Public Records Law in order to
comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, Stryker is required to:
(1) Keep and maintain public records that would be required by the County to perform the
service.
(2) Upon receipt from the County's custodian of records,provide the County with a copy of
the requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in this chapter or as otherwise provided by law.
.(3) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized .by law for the duration of the
contract term and following completion of the contract if the contractor does not transfer the
records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in
possession of Stryker or keep and maintain public records that would be required by the County
to perform the service.If Stryker transfers all public records to the County upon completion of the
contract, Stryker shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements.If Stryker keeps and maintains public records
upon completion of the contract,Stryker shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the County, upon request from the
County's custodian of records, in a format that is compatible with the information technology
systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be made
directly to the County, but if the County does not possess the requested records, the County shall
immediately notify Stryker of the request, and Stryker must provide the records to the County or
allow the records to be inspected or copied within a reasonable time.
If Stryker does not comply with the County's request for records, the County shall enforce the
public records contract provisions in accordance with the contract, notwithstanding the County's
option and right to unilaterally cancel this contract upon violation of this provision by the
Contractor. A Contractor who fails to provide the public records to the County or pursuant to a
valid public records request within a reasonable time may be subject to penalties under Section
119.10,Florida Statutes.
IF STRYKER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES,TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,
BRIAN BRADLEY, AT (305) 292-3470, BRADLEY-BRIAN@MONROECOUNTY-FL.GOV,
MONROE COUNTY ATTORNEY'S OFFICE, 1111 12th STREET, SUITE 408, KEY WEST,
FL 33040.
14) Non-Waiver of Immunity. Notwithstanding the provisions of See.768.28,Florida Statutes,
the participation of the County and Stryker in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability
coverage, nor shall any contract entered into by the County be required to contain any provision
for waiver.
15) Privileges and Immunities. All of the privileges and immunities from liability,exemptions
from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and
other benefits which apply to the activity of officers,agents, or employees of any public agents or
employees of the County,when performing their respective functions under this Agreement within
the territorial limits of the County shall apply to the same degree and extent to the performance of
such functions and duties of such officers, agents, volunteers, or employees outside the territorial
limits of the County.
16) Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory
Duties. This Agreement is not intended to, nor shall it be construed as,relieving any participating
entity from any obligation or responsibility imposed upon the entity by law except to the extent of
actual and timely performance thereof by any participating entity, in which case the performance
may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not
intended to,nor shall it be construed as,authorizing the delegation of the constitutional or statutory
duties of the County, except to the extent permitted by the Florida constitution, state statute, and
case law.
17) Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms,
or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or
entitlement to or benefit of any service or program contemplated hereunder, and the County and
Stryker agree that neither the County nor Stryker nor any agent,officer,or employee of either shall
have the authority to inform, counsel, or otherwise indicate that any particular individual or group
of individuals, entity or entities, have entitlements or benefits under this Agreement separate and
apart, inferior to, or superior to the community in general or for the purposes contemplated in this
Agreement.
18) Attestations. Stryker agrees to execute such documents as the County may reasonably
require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free
Workplace Statement.
19) No Personal Liability. No covenant or agreement contained herein shall be deemed to be
a covenant or agreement of any member, officer, agent or employee of Monroe County in his or
her individual capacity, and no member, officer, agent or employee of Monroe County shall be
liable personally on this Agreement or be subject to any personal liability or accountability by
reason of the execution of this Agreement.
20) Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute this Agreement
by signing any such counterpart.
21) Section Headings. 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 provision of this Agreement.
22) Mutual Review. This agreement has been carefully reviewed by Stryker and the County,
therefore this agreement is not to be construed against either party on the basis of authorship.
23) Indemnification/Hold Harmless. Notwithstanding any minimum insurance requirements
prescribed elsewhere in this agreement, Stryker shall defend, indemnify and hold the County and
the County's elected and appointed officers and employees harmless from and against (i) any
claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate
proceedings, or other proceedings relating to any type of injury (including death), loss, damage,
fine,penalty or business interruption,and(iii)any costs or expenses(including,without limitation,
costs of remediation and costs of additional security measures that the Federal Aviation
Administration, the Transportation Security Administration or any other governmental agency
requires by reason of, or in connection with a violation of any federal law or regulation, attorneys'
fees and costs, court costs,fines and penalties)that may be asserted against, initiated with respect
to, or sustained by, any indemnified party by reason of, or in connection with, (A) any negligent
acts or willful misconduct of Stryker or any of its employees, agents,contractors or other invitees
on the Airport during the term of this Agreement, or(B) Stryker's default in respect of any of the
obligations that it undertakes under the terms of this Agreement, except to the extent the claims,
actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or
sole negligent acts or omissions, including but not limited to improper maintenance of the system
or runway and/or improper use or misuse of the system, of the County or any of its employees,
agents,contractors or invitees(other than Stryker). Insofar as the claims,actions,causes of action,
litigation, proceedings, costs or expenses relate to events or circumstances that occur during the
term of this Agreement, this section will survive the expiration of the term of this lease or any
earlier termination of this Agreement. In no event shall liability exceed the value of the contract.
- DATE( ()NYYYI
CERTIFICATELIABILITY � ,
THIS CERTIFICATE 15 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO R1014TS UPON THE CERTIFICATE HOLDER.THI$
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW'. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSU ERISi, AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT:If tha eartificale holders an ADDITIONAL IN E ,the policy(les)must have AD ITiO: IN URED provRions or goehaorsea.If
SUBROGATION 15 WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this
cartificate does not confer rights to the certificate holder In Ilea of such andorsrmantls}.
:
PRODUCER CONTA&T
AOn Risk services central, Inc.
Grand Rapids PST office INC.rra,Eatic TG16y 46-S3aG tw.: QE161 456=7151
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Grand Rapids MT 49503 USA
INSURER(SlAFFORDING COVERAGE HALE a
INSURED INSURER k, old Republic. insurance. Company 24147
Stryker Corporation & subsidiaries IN9 Ra:
2825 Airview aouleuard
Kalamazoo M1 49002 USA c:
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COVE AGES CERTIFICATE NUMBER:57 6058 85 REVISION NUMBER.,
- THIS IS TO CERTIFY AT THEPO I I S OF IN U C LISTED BEL W HAVE BEEN ISSUEO TO IRE IN `RED NM ABOVEFUR'THE OLICY PE-R
INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. unifts shovers are as uaatad
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Physio-Control, Inc. and its affiliated companies are named under the referenced policy(s).
onroe County Board of Commissioners is included as additional insured (form CC 2026 0413 or most current edition), where
required by written contract, in accordance with the policy provisions of the colmlmercial general liability and But
ol$olDile
liability policies.
CERTIFICATE HOLDER CANCELLATION _ m
SHOULD ANY OF THE ABOVE DESCRIBED POLICHIA BE CAIYCEI:.1E••••.13 BEFORE THE
EXTNRADON DATE THEREOF, NOTICE WILL,BE DE' RED IN ACCORDANCE WITH THE -
POLICY PROVISgNS,
Monroe County AWN00UMED REPRESEWTATIVe --- -- --- - ;•'
RDard of County Commissioners
11G0 Simonton Street
Key west FL 33050 USA
988.2015 ACORD CORPORATIOW All rights reserved.
ACORD 25(201W03) T7ra ACORD name and logo are registered marks of ACORD