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FY2000 09/08/1999BRANCIi OFFICE 3117 OVERSEAS HIGHWAY MARATHON, FLORIDA 33050 TEL. (3%) 269-6027 FAX (305) 2WI745 snap 1. 1016asc CLEM OF THE CIRCUIT COURT MONROE COUNTY $00 WHTTBHEAD STREET KEY WESP, FLORIDA 33040 TEL. (305) 292-35M FAX (305) 295-36W M E M O R A N D O M TO: Reggie Paros, Director Public Safety Division FROM: Isabel C. DeSantis_, Deputy Clerk V0' 0 & BRANCH OFFICE WW OVERSEAS HIGHWAY PLANTATION KEY, FLORIDA 33= TEL (305) 852-7145 FAX (305) 852-7146 DATE: October 27, 1999 ------------------------------------------------------ At the September 8, 1999 meeting, the Board of Governors of the Lower and Middle Keys Fire and Ambulance District granted approval and authorized execution of an Agreement with Medtronic Physio Control Corporation for the maintenance of biomedical equipment for Municipal Service Taxing District 6, in the amount of $15,184 from October 1, 1999 through September 30, 2000. Attached hereto are four (4) fully executed copies for your use. Should you have any questions concerning the above, please do not hesitate to contact this office. cc: County Attorney County Administrator w/o doc. Finance viile AGREEMENT This Agreement made and entered into this !itA day of ~f.,p ;- 1999, by and between the Monroe County Board of County Commissioners, Monroe County, - Florida acting as Board of Governors for MSTD 6, hereinafter "COUNTY" and Medtronic Physio-Control Corporation, hereinafter "CONTRACTOR". WHEREAS: That the parties hereto, for the consideration hereafter set forth, mutually agree as follows: 1. SCOPE OF THE WORK The CONTRACTOR shall furnish all labor, materials, equipment, machinery, tools, apparatus and transportation and perform all other work as described in the Specifications for the Preventive Inspection and Maintenance of Biomedical Equipment for the Monroe County Board of County Commissioners: all of which are hereto attached and made part of this Agreement by reference. 2. ' CONTRACT SUM The 'COUNTY shall pay to the CONTRACTOR a total amount of $5, 184.00 for the faithful performance of the Contract, in lawful money ofthe United States. This will be paid in 12 equal monthly installments, on the first of the month for the preceding month after invoice rendered by Contractor. 3. GENERAL PROVISIONS A. The CONTRACTOR agrees to indemnify the COUNTY and hold the COUNTY harmless from and against all claims, damages, losses and expenses, including reasonable attorneys' fees in any action arising out of performance of the work herein, including bodily injury, illness or death, or for property damage including loss of use, resulting from the CONTRACTOR'S work. B. The CONTRACTOR warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 or Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the COUNTY may, in its discretion, terminate this Contract without liability and may also, in its discretion, deduct from the Contract or purchase price or otherwise recover, the full amount of any fee, commission, percentage, gift or consideration paid to the former County officer or employee. C. Before beginning work under this Contract, the CONTRACTOR must provide evidence satisfactory to the COUNTY'S Risk Management Director that the CONTRACTOR has in force and effect the insurance required in the contract specifications (General Conditions, Paragraph 5) and in Exhibit A. 4. CONTRACT TERM A. The Contract shall commence on October 1, 1999 and shall expire one year from that date. The Contract shall be renewed for an additional one (1) year term at the option of the COUNTY. The COUNTY shall exercise the option by a written notice to the CONTRACTOR, 30 days before expiration of the original term. B. The CONTRACTOR shall not be held liable for delay in delivery caused by strikes, inability to obtain materials or equipment, production or manufacturing problems and all other causes beyond the CONTRACTOR'S control. The CONTRACTOR shall not be liable for any incidental damages caused by delays in delivery. C. Monroe County's performance and obligation to pay under this contract, is condngent upon an annual appropriation by the BOCC. 5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS The CONTRACTOR understands all provisions of this, Contract and of the Specifications and agrees to their sufficiency for the work to be done. Under no circumstances, conditions or situations shall this Contract be more strongly construed against the COUNTY than against the CONTRACTOR. 6. PAYMENT A. The CONTRACTOR shall invoice the COUNTY, in accordance with the pricing and terms as outlined in the Contract documents. Invoices shall be submitted to the Monroe County EMS office, 490 63rd Street, Ocean, Suite 170, Marathon, Florida 33050, for approval and processing. B. All payments shall be made directly to the CONTRACTOR at the CONTRACTOR'S office, Medronic Physio-Control Corporation, 11811 Willows Rd., N.E., Redmond, WA 98073. 7. INDEPENDENT CONTRACTOR At all times and for all purposes hereunder CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants or agents to be employees of the Board of County Commissioners of Monroe County and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County. 8. COMPLIANCE WITH LAW In providing all services pursuant to this Agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such goods, including those now in effect and hereinafter adopted. any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle the Board of County Commissioners to terminate this Contract immediately upon delivery of written notice of termination to the CONTRACTOR. 9. SUBCONTRACTING/ASSIGNMENT CONTRACTOR shall not assign, sublet, subcontract, sell or transfer any interest in this Contract without the prior written consent of the COUNTY thereto. 10. NOTICE - GENERAL Any notice or notices required or permitted to be given pursuant to this Contract may be personally served on the other party by the party giving such notice or may be served by certified mail, return receipt requested, to the following addresses: COUNTY: Monroe County Emergency Medical Services 490 63rd Street, Ocean, Suite 170 Marathon, Florida 33050 CONTRACTOR: Medtronic Physio-Control Corporation 11811 Willows Rd., N.E. Redmond, W A 98073 11. ANTI DISCRIMINATION CONTRACTOR agrees they will not discriminate against any of their employees or applicants for employment or against persons for any other benefit or service, because of their race, color, religion, sex or national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment and to abide by all Federal and State laws regarding non-discrimination. 12. NON WAIVER Any waiver of any breach of covenants herein contained to be kept and performed by the CONTRACTOR shall not be deemed or considered as a continuing waiver and - shall not operate to bar or prevent the COUNTY from declaring a forfeiture for any succeeding breach either of the same conditions or covenants or otherwise. 13. CONTRACTOR - GENERAL The CONTRACTOR warrants that it is authorized by law to engage in the performance ofthe activities encompassed by the program herein described, subject to the terms and conditions set forth in the Attachment, which is attached hereto and incorporated herein as part of this Agreement. Each of the signatories for the CONTRACTOR, below, certifies and warrants that: A. The CONTRACTOR'S name in this Agreement is the full name as designated its corporate charter, if CONTRACTOR is a corporation; otherwise, CO~TRACTOR'S name is the business entity, whether partnership or sole proprietorship, under which CONTRACTOR normally conducts business. B. They are empowered to act and contract for the CONTRACTOR and C. This Agreement has been approved by the Board of Directors of CONTRACTOR, if CONTRACTOR has a corporation. D. CONTRACTOR has, if this Contract calls for payment in excess of$1O,OOO, executed a sworn statement under F.S. 287.133 (3)(a), on public entity crimes. Said statement, if not attached hereto, is already on file with the EMS Office/Clerk of Court for the calendar year 1999. 14. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between CONTRACTOR and the EMS office or the COUNTY. 15. CONSENT TO mRISDICTION This Agreement, its' performance and all disputes arising hereunder, shall be governed by the laws of the State of Florida and both parties agree that a proper venue for any action shall be Monroe County. 16. CONDITIONS OF TERMINATION A. The performance of work or provision of goods under this Agreement may be terminated, delayed or temporally suspended by the COUNTY, in whole or in part, from time to time, wherever the COUNTY shall determine that such termination is in the best interest of the COUNTY. The COUNTY shall pay all reasonable costs incurred by the CONTRACTOR up to the time of termination and all reasonable costs to the CONTRACTOR associated with termination. B. If the CONTRACTOR fails to fulfill the terms of this Agreement or attachments, properly or on time or otherwise violates the provisions of the Agreement or of applicable laws or regulations governing the use of funds, the COUNTY may terminate the Contract by written notice of 15 days. The notice shall specify cause. The COUNTY shall pay the CONTRACTOR fair and equitable compensation for expenses incurred prior to termination of the Agreement, less any ~ount of damages caused by the CONTRACTOR'S breach. If the damages are more than compensation payable, the CONTRACTOR will remain liable after termination and the COUNTY can affirmatively collect damages. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases or real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CA TEGOR Y TWO for a period of 36 months from the date of being placed on the conflicted vendor list. IN WITNESS WHEREOF, the parties hereto have executed this Contract the day and year first above written. ". BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA AS THE BOAjill OF GOVERNORS FORMS~~. 6 ... ,.~ ~ ,,~~.d..,~... ~ '-... \ ",.-.. ----... BY: '. MAYOR/CHAIRMAN .f (S~AL) :-.~tst: Danny L. Kolhage, Clerk ~ \ ~ '\ -,.~.... (CORPORATE SEAL) Attest: By: -?71~c?~ By: Title: Title: l)Aft~~,e 7i"I,IN/C",L SC/lII/a ~