04/15/2020 Agreement �
OVACOUR, `11
° °���p��, Kevin Madok, CPA
'0' Clerk of the Circuit Court& Comptroller—Monroe County, Florida
DATE: April 23, 2020
TO: Chief James Callahan
Fire Rescue/EMS
Cheri Tamborski
Executive Administrator
FROM: Pamela G. Hancoe .C.
SUBJECT: April 15th BOCC/BOG meetings
Attached is an electronic copy the following item for your handling:
D2/I1 Approval of the request to purchase four Life Pak 15's from Sole Source provider
Stryker (formerly Physio Control). The cost for each Life Pak 15 is $27,400.65.With the addition
of accessories and ProCare services, the total purchase cost is $123,092.00.After the $20,000.00
trade-in credit, the fmal cost to Monroe County Fire Rescue is $103,092.00 per the attached
Purchase Quote.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070
305-294-4641 305-289-6027 305-852-7145 305-852-7145
skryker •
Updated Lp15 Quote (Finance)
Quote Number: 10148015 Remit to: P.O.Box 93308
Version: 1 Chicago,IL 60673-3308
Prepared For: MONROE COUNTY FIRE RESCUE' Rep: Amanda McBride
Attn: Email: amanda.mcbride@stryker.com
' Phone Number:
Quote Date: ,.02/27/2020
Expiration Date: 05/27/2020
Delivery Address End User-Shipping-Billing Bill To Account
Name: MONROE COUNTY FIRE Name: MONROE COUNTY FIRE Name: MONROE COUNTY FIRE
RESCUE RESCUE RESCUE
Account#: 1289762 Account#: 1289762 Account#: 1289762
Address: 490 E 63RD ST STE 160 Address: 490 E 63RD ST STE 160 Address: 490 E 63RD ST STE 160
MARATHON MARATHON MARATHON
Florida 33050-3961 Florida 33050-3961 Florida 33050-3961
Equipment Products:
05':', •Product`;::: Description .'. - - - Qty • Sell Priee• — ° Total . ••. • -
1.0 99577-001955 LIFEPAK.15 V4 Monitor/Deflb:Manual&AED Trending, 4 $27,400.65.I $109,602.60
Noninvasive Pacing,Sp02,NIBP, 12-Lead ECG, EtCO2;
BT,
2.0 41577-000284 Ship Kit-QUIK-COMBO Therapy Cable; 2 rolis100mm 4 $0.00 $0.00
Paper; RC-4;Patient Cable,4ft. NIBP Hose,Coiled;
NIBP Cuff Reusable,aduit'.12-Lead ECG Cable,4-Wire
Limb Leaas,5ft; 12-Lead ECG Cable;6-Wire Precordial
attachment
3.0 21330-001176 LP 15 Lithium-ion Battery 5.7 amp hrs 8 $398.65 $3,189,20
4.0 11111-000018 ECG Cable,12-Lead,5ft. -Trunk cable with AHA limb 1 $316.20 $316.20
leads
Equipment Total: $113,108.00
Trade In Credit:
Product` Description. •Qty. 'Credit:Ea.: Total Credit • '
50994-000107 Trade In of LIFEPAK 12 Biphasic 3 features towards the 4 -$5,000.00 -$20,000.00
purchase of a Stryker device
ProCare Products:
#`.. 'Product' .,:;. : .Description , • •• : City Sell,Price. Total
5,1 78000011 Ship In Protect for LIFEPAK 15 V4 Monitor/Deflb- 4 $2,496.00 $9,984.00
Manual&AED,Trending, Noninvasive Pacing,Sp02,
NIBP, 12-Lead ECG, EtCO2,BT.
ProCare Total: $9,984,00
1
Stryker Medical-Accounts Receivable-accounlsreceivable(a?strvkercom-PO BOX 93308-Chicago,IL 60673-3308
•
•
Stryker
Updated Lp15 Quote (Finance)
Quote Number: 10148015 Remit to: P.O.Box 93308
Version: 1 Chicago,IL 60673-3308
Prepared For: MONROE COUNTY FIRE RESCUE Rep: Amanda McBride
Attn: Email: amanda.mcbride@stryker.com
Phone Number:
Quote Date: 02/27/2020
Expiration Date: 05/27/2020
Price Totals:
Grand Total: $103,092.00
I
Prices: In effect for 60 days. - . ^
Terms: Net 30 Days ;,�
Ask your Stryker Sales Rep about our flexible financing op�tions:. , z --r;
BOARD OF COUNTY COMMISSIONERS a c',^ ATTEST: eKEVIN MADOK, Clerk -v 2,
OF MONROE COUNTY, FLORIDA y`'``' `' ''` r- ', ' ='''.t ° ''
ti,> by �.; J 1,
•,`i^.a:. ,"; ' ,>l' L"
7(- = rr
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By: 5 ,:„
Mayor Heather Carruthers k s Deputy Clerk o4/r s�yo
BOARD OF GOVERNORS OF FIRE AND
tNROE COUNTY ATTORNEY AMBULANCE DISTRICT 1 OF
lirti:F107 FORM , MONROE COUNTY, FLORIDA
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ASSIST. ''UNTY ATTORNEY
Date 4/21/20 yam..7.-� �'': ;'
, 0<+,1 ,Mayor/Chairperson
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Stryker Medical-Accounts Receivable•ac countsreceivablef istrvkercom-PO BOX 93308-Chicago,IL 60673-3308
Stryker Quote#10148015
Deal Consummation:This is a quote and not a commitment.This quote is subject to final credit, -
pricing,and documentation approval.Legal documentation must be signed before
your equipment can be delivered.Documentation will be provided upon completion of our review
process and your selection of a payment schedule.
Confidentiality Notice:Recipient will not disclose to any third party the terms of this quote or any
other information,including any pricing or discounts,offered to be provided by Stryker
to Recipient in connection with this quote,without Stryker's prior written approval,except as may
be requested by law or by lawful order of any applicable government agency.
Terms:Net 30 days.FOB origin.A copy of Stryker Medical's standard terms and conditions,
together with Customer's Addendum are attached hereto. In the event of any conflict between
Stryker Medical's Standard Terms and Conditions and any other terms and conditions,as maybe
included in any purchase order or purchase contract,Stryker's terms and conditions shall govern;
Cancellation and Return Policy:In the event of damaged or defective shipments,please notify
Stryker within 30 days and we will remedy the situation.Cancellation of orders must be received
30 days prior to the agreed upon delivery date.If the order is cancelled Within the 30 day window,
.a fee of 25%of the total purchase order price and return shipping charges
will apply.
•
Monroe County FL ADDENDUM to Stryker Quotation Referenced Above (Feb2020)
TERMS AND CONDITIONS
General Terms for all Products,Services and Software Subscriptions.
Stryker Sales Corporation,acting through its Medical Division("Seller")accepts Buyer's order expressly
conditioned on Buyer's assent to the terms set forth in this document.Buyer's order and acceptance of
any portion of the goods,services or subscriptions shall confirm Buyer's acceptance of these terms.
Unless specified otherwise herein,these terms constitute the complete agreement,between.the parties:
Amendments to this document shall be in writing and no prior or subsequent acceptance by Seller of
any purchase order,acknowledgment,or other document from Buyer specifying'different and/or
additional terms shall be effective unless signed by both parties.
Pricing.Pricing for the products and/or services is as set forth in Seller's quote. Unless otherwise
indicated on Seller's invoice,prices do not include,and Buyer is responsible to pay,freight insurance,
freight forwarding fees,taxes,duties,import or export permit fees,or any other similar charge of any
kind applicable to the goods and services.All applicable sales,use,value added,excise and all other
federal,state,local or foreign taxes will be invoiced in addition to the price of the goods and services
unless Seller receives a copy of a valid exemption certificate from Buyer prior to delivery. Discounts may
not be combined with other special terms,discounts,and/or promotions.
Payment.Payment for goods and services shall be subject to approval of credit by Seller.Unless
otherwise specified by Seller in writing,the entire payment of an invoice is due thirty(30)days after the
invoice date for deliveries in the USA,and sight draft or acceptable(confirmed) irrevocable letter of
credit is required for sales outside the USA.
Limitation of Interest.Through the purchase of Seller products,services,or subscriptions,Buyer does
not acquire any interest in any tooling,drawings,design information,computer programming,patents
or copyrighted or confidential information related to said products or services,and Buyer expressly
agrees not to reverse engineer or decomplle such products or related software and information.
Delays.Seller will not be liable for any loss or damage of any kind due to its failure to perform or delays
in its performance resulting from an event beyond its reasonable control,including but not limited to,
acts of God,labor disputes,the requirements of any governmental authority,iwar,civil unrest,terrorist
acts,delays in manufacture,obtaining any required license or permit,or Seller's Inability to obtain goods
from its usual sources.
Warranty.Seller warrants its products and services in accordance with the terms of the limited
warranties located at https://www.strvkerernereencvcare.com/elobalassets/assets/eeneral-
documents/device warranty statement.ndf.The remedies provided under such warranties shall be
Buyer's sole and exclusive remedies.Seller makes no other warranties,express or implied,including,
without limitation,NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
AND IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL,SPECIAL OR OTHER
DAMAGES.
Compliance with Confidentiality Laws.Both parties acknowledge their respective obligations to
maintain the security.and confidentiality of individually identifiable health information and agree to
comply with applicable federal and state health information confidentiality laws.
Compliance with Law.The parties agree to comply with any and all laws, rules,regulations,licensing
requirements or standards that are now or hereafter promulgated by any local,state,and federal
governmental authority/agency or accrediting/administrative body.that governs or applies to their
respective duties and obligations hereunder.
Regulatory Requirement for Access to Information. in the event 42 USC§1395x(v)(1)(I)is applicable,
Seller shall make available to the Secretary of the United States Department of Health and Human
Services,the Comptroller General.of the United States General Accounting_Office,or any of their duly
authorized representatives,.a copy of these terms,together with such books,documents and records as
are necessary to certify the nature and extent of the costs of the products and services provided by
Seller.
No Debarment.Each party represents and warrants that neither it nor any of its directors,officers,and
employees:(a)are currently excluded,debarred,or otherwise ineligible to participate in the Federal
health care programs as defined in 42 USC§1320a-7b(f);(b)have not been convicted of a criminal
offense related to the provision of healthcare items or services;and(c)are not under investigation
which may result in such party being excluded from participation in such programs.
Choice of I.aw.The rights and obligations of Seiler and Buyer related to the purchase and sale of
products and services described in this document shall be governed by the laws of the state where
Buyer is located.All costs and expenses incurred by the prevailing party related to enforcement of its
rights under this document,including reasonable attorney's fees,shall be reimbursed by the other
party.
Proper Reporting.Buyer will comply with all applicable laws and regulations relating to the accounting
and application of discounts,including but not limited to all Federal and State laws and regulations
regarding reimbursement and proper reporting of discounting and pricing,such as the requirements of
the discount"safe harbor"located at 42 C.F.R. 1001.952(h). Pricing under this Agreement may
constitute discounts on the purchase of Products,and must be properly reported and appropriately
reflected as required by law or contract,including on all applicable Medicare,Medicaid and state agency
cost reports.
Insurance.Seller will maintain adequate general liability insurance,including coverage for Products and
completed operations,and workers compensation and employer's liability insurance against any claim
or claims,which might arise out of Seller's performance of its obligations hereunder. Seller has the right
to self-insure to comply with this requirement.When requested by Buyer,Seller will furnish an
insurance certificate signed by an authorized agent evidencing such insurance coverages.
Confidential information.The parties hereto shall hold in strictest confidence any information and
materials that are related to the business of the other party hereto or are designated by any such party
as proprietary and confidential, herein or otherwise("Confidential information"). The parties hereby
covenant that they shall not disclose such Confidential Information to any third party without prior
written authorization of the party to whom such information relates. The parties agree that any breach
or threatened breach of this clause would cause irreparable harm to the other party,that a remedy at
law may be inadequate to remedy such a breach or threatened breach,and that this clause may be
enforced by way of a restraining order or injunction in addition to any other available legal remedies.
Additional Terms for Purchase and Sale of Products.
In addition to the General Terms above,the following terms apply to all purchases of products from
Seller:
Delivery.Unless otherwise specified by Seller in writing,delivery shall be FOB Seller's point of shipment
and title and risk of loss shall pass to Buyer at that point. Partial deliveries may be made and partial
invoices shall be permitted and shall become due in accordance with the payment terms.In the absence
of shipping Instructions from Buyer,Seller will obtain transportation on Buyer's behalf and for Buyer's
account. Delivery dates are approximate.Freight is pre-paid and added to Buyer's invoice. Products are
subject to availability.
Inspections and Returns.Within 30 days of receipt of a shipment,Buyer shall notify Seller of any claim
for product damage or nonconformity. Seller,at its sole option and discretion,may repair or replace a
product to bring it into conformity. Return of any product shall be governed by the Returned Product
Policy located at https://www.strvkeremereencvcare.com/return-oolicv/. Payment of Seller's invoice is
not contingent on immediate correction of nonconformities. BuYer agrees that 30 days following receipt
of shipment is a reasonable time frame within which to diligently inspect the products received and
provide notice to Seller,and Buyer waives any right to reject the shipment or revoke acceptance
thereafter.
No Resale.Buyer agrees that products purchased hereunder will not be resold to third parties and will
not be reshipped to any persons or places prohibited by the laws of the United States of America.
Additional Terms for Purchase and Sale of ProCare Services.
In addition to the General Terms above,the following terms apply to all ProCare Service Plans.
Service Plans.Seller shall provide services according to the applicable Service Plan purchased by Buyer
and described at https://www.strvkeremereencvcare.com/service--support-overview/service-hosoitals-
ems/for the length of the subscription purchased and for the devices specified as covered by the Service
Plan("Covered Equipment").
Pricing.The Prices specified on Seller's quote are those in effect as of the date of acceptance of this
Agreement and will continue in effect throughout the term of the Service Plan. Upon each party's
written consent,additional Covered Equipment may be included in a Service Plan. If the number or
configuration of Covered Equipment changes during the Service Plan subscription,pricing shall be pro-
rated accordingly.
Device Inspection Before Acceptance.All devices that are not covered under Seller's Limited Warranty
or a current Service Plan must be inspected and repaired(if necessary)to meet specifications at then-
current list prices prior to being covered under a Service Plan.
Scheduling;Unavailability of Covered Equipment.Service inspections will be scheduled in advance at
mutually agreed upon times for such period of time as is reasonably necessary to complete the
services. If Covered Equipment is not made available at a scheduled service visit,Buyer Is responsible to
reschedule with the Seller Service Technician,or ship-in the Covered Equipment to a Seller service
depot. Seller reserves the right to charge Buyer a surcharge for a return visit.Surcharges will be based
on then-current Seller list price of desired services,less 10%for labor and 15%for parts, plus applicable
travel costs.The return visit surcharge will be in addition to the subscription price of the Service Plan.To
avoid the surcharge,Buyer may ship devices to a Seller service depot. Buyer shall be responsible for
round-trip freight for ship-in service.
Unscheduled or Uncovered Services.If Buyer requests services to be performed on Covered Equipment
which are not covered by a Service Plan,or are outside of designated Services frequency or hours,Seller
will charge Buyer for such services at 10%off Seller's standard rates(including overtime,if appropriate)
and applicable travel charges.Repair parts required for such repairs will be made available at 15%off
the then-current list price.
Operation Maintenance.Seller's services are ancillary to and not a complete substitute for the
requirements of Buyer to adhere to the routine maintenance instructions provided by Seller,it's
equipment and operations manuals,and accompanying labels and/or Inserts for each item of Covered
Equipment.Buyer's appropriate user personnel should be entirely familiar with the instructions and
contents of those manuals,labels and inserts and implement them accordingly.
Loaners.If Covered Equipment must be removed from service to complete repairs,certain Covered
Equipment may be eligible for a loaner device,if one is available.Buyer assumes complete responsibility
for the loaner and shall return the loaner to Seller in the same condition as received,normal wear and
tear exempted,upon the earlier of the return of the removed Covered Equipment or Seller's request.
Cancellation.Buyer may cancel a Service Plan upon ninety(90)days'written notice to Seller. In the
event of such cancellation,Buyer shall be responsible for the portion of the designated price which
corresponds to the portion of the Service Plan subscription prior to the effective date of termination and
the list-price cost of any preventative maintenance,Inspections,or repairs rendered after the last
anniversary date of thesubscription start date.
No Solicitation.During the Service Plan subscription and for one(1)year following its expiration Buyer
agrees to not to actively and intentionally solicit anyone who is employed by Seiler to provide services •
such as those described in the Service Plan.
Additional Terms for Purchase and Sale of LIFELINKcentralsM.
In addition to the General Terms above,the following terms apply to purchases of Seller's •
LIFELINKcentral AED Program Manager:
LIFEUNKcentral Services.Seller shall provide services according to the applicable LIFELINKcentral AED
Program Manager purchased by Buyer and described
at htto://www.strvkeremereencvcare.com/service—support-overview/lifelink-central/for the length of
the subscription purchased.
Buyer's Duties.Buyer shall:
• Take reasonable steps to notify building occupants and guests of its emergency response
program and how to access it including initial and periodic email reminders,signage and visible
placement of AED devices in facilities.
• Use AEDs and/or other medical equipment in accordance with the standing orders,protocols or
other instructions as may be provided by Seller whether in written form or otherwise(e.g.
instructions from a licensed physician)and assure that AEDs are used and maintained according
to the applicable manufacturer's labeling and instructions.
• Notify Seller within 24 hours after an AED is connected to a person—even if a shock is not
delivered(an"Event")and keep records of the Event for one year.Buyer shall assist Seller in its
review of all Events,and provide Seller with information it reasonably requests regarding such
Event.
• Notify Seller immediately when an AED Is in need of service.
• Provide Seller with all information that Seller reasonably requests in connection with Seller's
performance of medical authorization and direction services for Buyer.
• Notify Seller as soon as possible after a material change in the information submitted to Seller as
part of this Agreement.
Training Requirements.Buyer understands that Seller recommends potential users of AEDs participate
in a nationally recognized AED training session. Buyer understands that such training may be required by
the state in which the AED is located in order to receive limited immunity from civil liability under Good
Samaritan laws.Seller can provide names of nationally recognized training organizations.
Good Samaritan Laws.Good Samaritan protection varies from state to state.Under certain situations,
Good Samaritan Laws protect individuals from liability where they render first aid in good faith to
persons In need without compensation.Seller makes no representation or warranty that Good
Samaritan Laws will protect Buyer and/or its employees or agents.It is up to Buyer to make this
assessment.
Additional Terms for Purchase and Sale of Software Licenses and Software-as-Service.
In addition to the General Terms above,software and software-as-service is licensed(not sold)pursuant
to the following terms:
Licenses.Upon full payment,Seller will grant to Buyer the licenses to the software and/or software-as-
service ordered by Buyer according to the applicable End User License Agreement or Software-As-
Service Agreement. The,duration of each license is the term of the subscription purchased by Buyer.
Additional Terms Regarding Wireless-Enabled Devices.
In addition to the General Terms above,the data services provided by a third party are pursuant to the
following terms:
Payments.Payments to Seller are non-refundable as they are incorporating into the pricing of the
connected devices.
Geolocation.Buyer is responsible for maintaining the actual location of the devices within their
facilities,property or buildings.
Not Wireless Provider.Seller has contracted with an outside data services provider for the provision of
services on behalf of Buyer.Seller is not a telecommunications services company nor does it possess any
telecommunications personal property.
Security.Buyer has the sole responsibility for ensuring the security of its network and data. Buyer will
take reasonable measures to protect against unauthorized access.
No Guarantee.SELLER DOES NOT GUARANTEE SECURITY,UNINTERRUPTED DATA SERVICES,THE
ACCURACY OF GEOLOCATION SERVICES,NETWORK TRANSMISSION CAPACITY,COVERAGE OR THE
INTEGRITY OF THE DATA TRANSMITTED.Seller is not responsible for any consequential damages
caused in any way by Buyer's hardware,software,network or other Buyer responsibilities.
ADDENDUM to Quote#10148015
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.
2) 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 for 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 term, 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 any 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 of
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-ofpocket 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 ofMonroe 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 shaII 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 specifically 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 91 616),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 limited 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) PubIic Records Compliance. Stryker must comply with Florida public records laws,
including but not limited to Chapter 11'9, 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 Sec.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
Iimits 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.