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Item I1 � L1 � � �, BOARD OF COUNTY COMMISSIONERS County of Monroe � ��r�i �r � s�� Mayor Heather Carruthers,District 3 The Florida.Keys � � � ������]�j Mayor Pro Tem Michelle Coldiron,District 2 Craig Cates,District 1 David Rice,District 4 Sylvia J.Murphy,District 5 County Commission Meeting April 15, 2020 Agenda Item Number: I.1 Agenda Item Summary #6544 BULK ITEM: No DEPARTMENT: Fire & Ambulance District 1 Board of Governors TIME APPROXIMATE: STAFF CONTACT: James Callahan (305) 289-6088 9:30 AM BOARD OF GOVERNORS AGENDA ITEM WORDING: Rescind prior BOCC approval on 11-20-2019 (Item F-5) for purchase of 6 Life Pak 15's and request approval to purchase 4 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 final cost to MCFR is $103,092.00 per the attached Purchase Quote. ITEM BACKGROUND: In November, 2015, Monroe County Fire Rescue (MCFR) entered into an agreement with Physio Control (now Stryker) as a sole-source provider of the Life Pak 15, a monitor/defibrillator that is a proven life-saving piece of equipment used by our Fire Rescue personnel on EMS calls. Each of our ALS (Advanced Life Support) units, as well as the Trauma Star helicopters, have this equipment on board. We currently have 16 Life Pak 15's in service and are working towards depleting the inventory of Life Pak 12's (an older model no longer covered by warranty.) Each fiscal year, new Life Pak 15's are budgeted to replace obsolete equipment. We have 6 Life Pak 12's remaining in inventory and we request approval to move forward with the purchase of 4 new Life Pak 15's. This purchase will increase our inventory of Life Pak 15's to 20 and remove all but 2 Life Pak 12's from inventory with the added advantage of less maintenance costs to the older machines and standardization of equipment within MCFR for familiarization of use by our personnel. PREVIOUS RELEVANT BOCC ACTION: 10-21-15 Item D-58: BOCC approved an agreement with Physio Control (now Stryker) commencing November 1, 2015 with automatic renewals for sole source preventive maintenance and inspection of existing medical Life Pak equipment, and any additional medical Life Pak equipment purchased from Styrker. 11-20-19 Item F-5: BOCC approved the purchase of 6 Life Pak 15's from Physio Control (now Stryker)which is now being rescinded with this request to purchase 4 Life Pak 15's. CONTRACT/AGREEMENT CHANGES: Packet Pg. 1890 L1 Rescind Short Form Conditional Sale Agreement for purchase of 6 Life Pak 15's from Stryker (previously Physio Control) and approve purchase of 4 Life Pak 15's STAFF RECOMMENDATION: Approval DOCUMENTATION: Styker Life Pak Purchase - Final with Updated Quote Stryker(including Lucas) COI- 2-24-2020 Stryker Sole Source Letter 09.17.19 Styker Life Pak Purchase - Prior BOCC Approved FINANCIAL IMPACT: Effective Date: 03/18/2020 Expiration Date: 03/18/2020 Total Dollar Value of Contract: $103,092.00 Total Cost to County: $103,092.00 Current Year Portion: $103,092.00 Budgeted: Yes Source of Funds: FY20: 11001-560640; 11500-560640 CPI: No Indirect Costs: No Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No If yes, amount: N/A Grant: N/A County Match: N/A Insurance Required: Yes, COI attached. Additional Details: N/A Budgeted in FY2020 101-11001-560640; 141-11500-560640 03/18/20 101-11001 MEDICAL AIR TRANSPORT $51,546.00 560640 03/18/20 141-11500 FIRE& RESCUE CENTRAL $51,546.00 560640 Total: $103,092.00 REVIEWED BY: Mark Thompson Completed 03/02/2020 2:28 PM Pedro Mercado Completed 03/02/2020 2:30 PM James Callahan Completed 03/02/2020 2:38 PM Budget and Finance Completed 03/02/2020 2:47 PM Packet Pg. 1891 L1 Maria Slavik Completed 03/02/2020 3:27 PM Kathy Peters Completed 03/02/2020 4:07 PM Board of County Commissioners Completed 03/18/2020 9:00 AM Packet Pg. 1892 stryker Updated Lp15 Quote (Finance) Quote Number: 10148015 Remit to: P.O. Box 93308 Version: 1 Chicago, IL 60673-3308 W Prepared For: MONROE COUNTY FIRE RESCUE' Rep: Amanda McBride Attn: Email: amanda.mcbride@stryker.com Phone Number: CL Quote Date: 02/27/2020 Expiration Date: 05/27/2020 Delivery Address End User-Shipping-Billing Bill To Account 76 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 CJ MARATHON MARATHON MARATHON Florida 33050-3961 Florida 33050-3961 Florida 33050-3961 c Equipment Products: Produk .ct Description Qty Sell Price Total 1.0 99577-001955 LIFEPAK 15 V4 Monitor/Defib- Manual&AED Trending, 4 $27,400.65 $109,602.60 Noninvasive Pacing,Sp02, NIBP, 12-Lead EC6, EtCO2r BT. 2.0 41577-000284 Ship Kit-QUIK-COMBO Therappy Cable; 2 rolls100mm 4 $0.00 $0.00 Paper; RC-4, Patient Cable,4ft. NIBP Hose, Coiled; NIBP Cuff Reusable, adult 12-dead ECG Cable,4-Wire Limb Leaas, 5ft; 12-Lead 9CG 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: $113,108.01 Trade In Credit: ' Product Description -IFQty. Credlt Ea.. Total Credit T50994-000107 Trade In of LIFEPAK 12 Biphasic 3 features towards the 4 -$5,000,00 -$20,000A1 purchase of a Stryker device ProCare Products: L Product Description Qty Seli Price Total 5.1 78000011 Ship in Protect for LIFEPAK 15 V4 Monitor/Deflb- 4 $2,496.00 $9,984.01 Manual &AED,Trending, Noninvasive Pacing,Sp02, NIBP, 12-Lead ECG, EtCO2, BT ProCare Total: $9,984.00 1 Stryker Medical-Accounts Receivable-accountsreceivablefa strvkercom-PO SOX 93308-Chicago,IL 60673-3308 Packet Pg. 1893 Stryker Updated Lp15 Quote (Finance) Quote Number: 10148015 Remit to: P.O. Box 93308 Version: 1 Chicago, IL 60673-3308 y Prepared For: MONROE COUNTY FIRE RESCUE Rep: Amanda McBride Attn: Email: amanda.mcbride@stryker.com Phone Number: CL Quote Date: 02/27/2020 Expiration Date: 05/27/2020 Price Totals: Grand Total: $103,092.01 i0. 0. Prices: In effect for 60 days, Terms: Net 30 Days c Ask your Stryker Sales Rep about our flexible financing options. c AUTHORIZED CUSTOMER SIGNATURE 76 CL CL Stryker Medical-Accounts Receivable-accountsreceivable(&Wkeccom-PO BOX 93308-Chicago,U.60673-3308 Packet Pg. 1894 1.1.a Stryker Quote# 10148015 CL 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 0 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 CL other information,including any pricing or discounts,offered to be provided by Stryker 76 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 may be 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 76 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. 0 0 0 0 76 CL CL 0 0 0 0 0 3 Packet Pg. 1895 1.1.a Monroe County (FL) ADDENDUM to Stryker Quotation Referenced Above (Feb2020) TERMS AND CONDITIONS General Terms for all Products,Services and Software Subscriptions. W 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, 76 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. co Payment. Payment for goods and services shall be subject to approval of credit by Seller. Unless o 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 0 agrees not to reverse engineer or decompile 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. 76 Warranty.Seller warrants its products and services in accordance with the terms of the limited warranties located at https://www.strykeremergencycare.com/elobalassets/assets/general- y documents/device warranty statement.pdf.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. Packet Pg. 1896 1.1.a CL 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)(1) is applicable, CL 76 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 Law.The rights and obligations of Seller 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. y 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 76 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. y Confidential Information.The parties hereto shall hold in strictest confidence any information and 2 materials that are related to the business of the other party hereto or are designated by any such party CL 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 CL 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. Packet Pg. 1897 1.1.a CL Additional Terms for Purchase and Sale of Products. W In addition to the General Terms above,the following terms apply to all purchases of products from 2 Seller: CL 76 Delivery. Unless otherwise specified by Seiler 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 76 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.strvkeremereencycare.com/return-policy/. 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 o thereafter. No Resale. Buyer agrees that products purchased hereunder will not be resold to third parties and will y not be reshipped to any persons or places prohibited by the laws of the United States of America. ca Additional Terms for Purchase and Sale of ProCare Services. 0 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.strykeremereencycare.com/service--supoort-overview/service-hospitals- 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- 2 rated accordingly. CL Device Inspection Before Acceptance.All devices that are not covered under Seller's Limited Warranty CL 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 Packet Pg. 1898 1.1.a CL 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 CL round-trip freight for ship-in service. 76 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 76 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. N 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 co 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 the subscription 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 Seller to provide services such as those described in the Service Plan. 76 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: 2 CL LIFELINKcentral Services.Seller shall provide services according to the applicable LIFELINKcentral AED Program Manager purchased by Buyer and described CL at http://www.strykeremergengycare.com/service--support-overview/lifelink-central/for the length of the subscription purchased. Buyer's Duties. Buyer shall: Packet Pg. 1899 1.1.a CL • 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. CL 76 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. 76 • Notify Seller immediately when an AED is in need of service. 2 • 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 a 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, Co Good Samaritan Laws protect individuals from liability where they render first aid in good faith to °' 0 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. 76 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 Buyerthe licenses to the software and/or software-as- service ordered by Buyer according to the applicable End User License Agreement or Software-As- CL Service Agreement. The duration of each license is the term of the subscription purchased by Buyer. CL 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: Packet Pg. 1900 i 1.1.a CL 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. CL Not Wireless Provider.Seller has contracted with an outside data services provider for the provision of 76 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 76 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. 0 0 0 0 76 CL CL 0 0 0 m 0 Packet Pg. 1901 CL ADDENDUM to Quote#10148015 0 W 1) Books,Records and Documents. Stryker shall maintain all books, records, and 2 documents directly pertinent to performance under this Agreement in accordance with generally CL 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 N prior to the institution of any other administrative or Iegal proceeding. 3) Severability. If any term, covenant, condition or provision of this Agreement (or the CO 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) Attomey's Fees and Costs. The County and Stryker agree that in the event any cause of e 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. e Packet Pg. 1902 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. c 6) Authority. Each party represents and warrants to the other that the execution,delivery and CL 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 ca Stryker agree to participate, to the extent required b the other in all proceedings,hearings,trY g P P q Y p�Y� p g � 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 y 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 0. 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, c Packet Pg. 1903 CL 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 2 court of competent jurisdiction that discrimination has occurred, this Agreement automatically CL 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 1976 (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 c 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 N 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. c 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 y public position, conflicting employment or contractual relationship; and disclosure or use of certain information. CL 12) No Solicitation/Payment. The County and Stryker warrant that, in respect to itself, it has CL 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 Packet Pg. 1904 CL 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, CL 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 S 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 CO 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. y (2) Upon receipt from the County's custodian of records,provide the County with a copy of 2 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 y 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 CL systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made CL 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. Packet Pg. 1905 1.1.a CL 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 e RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, BRADLEY-BRIAN@MONROECOUNTY-FL.GOV, W 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 ca 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 2 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 ca 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 y 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 e Packet Pg. 1906 CL 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 W Agreement. c 18) Attestations. Stryker agrees to execute such documents as the County may reasonably CL 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 CO by signing any such counterpart. 0 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 N Agreement and will not be used in the interpretation of any provision of this Agreement. 2 22) Mutual Review. This agreement has been carefully reviewed by Stryker and the County, CO 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 y requires by reason of,or in connection with a violation of any federal law or regulation,attorneys' c fees and costs, court costs, fines and penalties)that may be asserted against, initiated with respect CL 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 CL 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, c Packet Pg. 1907 CL 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. 2 CL Co Co CL CL Packet Pg. 1908 1.1.b I. ® oATE(MMf0DffYYY) CERTIFICATE OF LIABILITY INSURANCE —1 02r2srm20 THIS CERTIFICATE 15 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS i CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES T- BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSU ( ), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE BOLDER. IMPORTANT:If the certificate holder Is an ADDITIONAL INSURED,the poticy(les)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION 15 WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorseent(s)° PRODUCER CONT Aon Risk services Central, Inc. ° .. (NC.Nm Exl): (616) 456-5366 F (616) 456-7451 m N Grand Rapids MI office IB 50 Louis Street NW 124PAL suite 200 DRESS: Grand Rapids MI 49503 USA INSUR (S}AFFORDING COVERAGE NAIC/ INSURED INSURER A: old Republic insurance company 24147 Stryker Corporation 6 Subsidiaries INSURER B: 2825 Airview Boulevard Kalamazoo MI 49002 USA POURERC: INSURER D: INS R E: R F: COVERAGES CERTIFICATE NUMBER:5700059585 REVISION NUMBER, THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD 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 TER EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits show_n are as requested rf( TYPE OF INSURANCE p,I ....... - POLICYNIUMBER -_ II T:p ,..-Nr�ti -- LIMITS _ % CO MERC I.GENERALLIABILITY MW2Y .-, 74720 EACH OCCURRENr.,E 51,000,000 CLAIMS-MADE 1-71% OCCUR PMtaES na° S500,000. MEDEXP(AnYone _._ ) Excluded .r. PERSONAL A ADV INJURY S3,000,000 GEWLAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 52,000,600 X POLICY J LOG PRODUCTS $2,000,000ECT OTHER., J 0 U1 .A AUTOMOBILE L I Y mwTB 312744 20 02/01/2020 02/01/2021 COM$PIEDSINGLELIMIT S1,000,000 x ANY AUTO ,BODILY INJURY(Par Peen) OWNSCHEDULED I BODILY INJURY(Pero II _ j AUTO AUTOS ..... .. .� ------ AIITdS ONLY PROPERTY DAMAGEvHIREpAtttoS NON-OWNED r ONLY AUTOS ONLY IPeraan; L-x fI ' �'A=- CW .. .... .' y„ CH OCCURRENCE f. 0 UMBRELLAL OCCUR 9/E EXCESS LIAB CLAUS-MADE AGGREGATE 6ED `RETENTION ... CD -__ __----- CV A WORKERS CO ENSATiON O MWC MI- r`Da7211 m :; ✓` 1.8 = X PEREfATUTE 074I CD EMPLOYERS'LIABILITY ANY PROPp I PARTNER I YIN` AOS E L EACH ACCIDENT $1,000 13 A OFFIC EMSEREXCLUDED4 N `NIA€ Mwx531274520 J2/�112020 D2/O1F2fl2i (Mandatory In NM EXCESS WC - MI EL ftiSEA§EEAE EMPLOYEE SI,aOo,000' CV I M yaa describe under - Ly i DESCRIPPONOFOPERATIONSbab. EA DISEASE LICYLINUT [ S1,0a0,0a0; DESCRIPTION OF OPERATIONS I LOCATIONS f VEHICLES(ACORD i07..Additionsi Remarks Schadulc may be attached II mom space is required) - 'J Z' Physio-Control, Inc. and its affiliated companies are named under the referenced policy(s). Monroe county Board of Commissioners is included as additional insured (form cG 2026 0413 or most current edition), where PR required by written contract, in accordance with the policy provisions of the commercial general liability and automobile + ;liability policies. CD CERTIFICATE HOLDER CANCELLATION ®" SHOULD ANY OF THE ABOVE DESCRIBED POL�sC;k BE CANCELLED THE EXPIRATION DATE THEREOF, NICE BE DELIVERED ACCORDANCE H THE POLICY PROVISIONS, Monroe County AUTHORIZED REPRESENTATIVE _ ¢' Board of County Commissioners 1100 Simonton Street Key West FL 33050 USA O _ O 198-2015 ACORD CORPORATION. I rights reserved. ACORD 25(20113 031 The ACORD name and logo are registered marks of ACORD Packet Pg. 1909 1.1.c stryker 0 3800 E. Centre Ave. c Portage, MI 49002 USA W 1-800-STRYKER LO stryker.com CL Whom it may concern Emergency Care Parts and Service September 17, 2019 CL 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: 2 • 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 CR2 defibrillator All tooling is calibrated,documented and controlled by Stryker's home offices in Portage,MI,USA and Redmond,WA, USA. Calibration records and training records are available upon request. W All service repairs are documented and reviewed by Stryker's quality team. To help ensure Stryker's commitment V­: 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. 2 M 0 0 2 0) le Stryker Corporation or its divisions or other corporate affiliated entities 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©2018 Stryker u Mkt Lit-1630 03 JUL 2018 Rev B Packet Pg. 1910 Flex Financial,a division of Stryker Sales Corporation 1901 Romence Road Parkway ist Portage, MI 49002 t: 1-888-308-3146 f:877-204-1332 www.stryker.com CIL Date: November 1,2019 RE: Reference no:2210082901 MONROE COUNTY OF O 1100 SIMONTON ST KEY WEST, Florida 33040-3110 CIL Thank you for choosing Flex Financial, a division of Stryker Sales Corporation, for your equipment financing needs. Enclosed please find the financing documents necessary to enter into the financing arrangement. Once all of the documents are completed, properly executed and returned to us,we will issue an order for release of the financed equipment. PLEASE COMPLETE ALL ENCLOSED DOCUMENTS TO EXPEDITE THE SHIPMENT OF YOUR ORDER. Short Form Conditional Sale Agreement Exhibit A-Detail of Equipment Insurance Authorization and Verification State and Local Government Rider —Conditions of Approval: Insurance Authorization and Verification,State and Local Government Rider ,Valid Tax Exemption Certificate PLEASE PROVIDE THE FOLLOWING WITH THE COMPLETED DOCUMENTS: tJ CJ Federal tax ID number: AP address: ca Purchase order number: Contact name: O Phone number: Email address: Please fax completed documents to(877)204-1332. Return original documents to 1901 Romence Road Parkway Portage,MI 49002(using _ Fed-Ex Shipping ID#612-309469) Your personal documentation specialist is Curtis Orr and can be reached at 269-389-1437 or by email curtis.orrta)stryker.com for any questions regarding these documents. The financing proposal evidenced by these documents is valid through the last business day of November,2019 Sincerely, Flex Financial,a division of Stryker Sales Corporation (, CJ Notice:To help the government fight the funding of terrorism and money laundering activities, U.S. Federal law requires financial institutions to obtain, verify and record information that identifies each person (individuals or businesses)who opens an account.What this means for you: When you open an account or add any additional service, we will ask you for your name, address, federal employer identification 0 number and other information that will allow us to identify you.We may also ask to see other identifying documents. For your records, the CIL federal employer identification number for Flex Financial,a Division of Stryker Sales Corporation is 38-2902424. CIL CIL Agreement#:2210082901 Packet Pg. 1911 L1.d Short Form Conditional Sale Agreement No. 221008291 Owner("we"or"us") CIL Flex Financial,a division of Stryker Sales Corporation 1901 Romence Road Parkway Portage, MI 49002 Customer name and address("You"and"Your"): Equipment Iocation:490 63RD STREET, MARATHON, Florida 33050 O MONROE COUNTY OF Supplier: Stryker Sales Corporation, 3800 E. Centre Avenue, Portage, MI Ch 1100 SIMONTON ST 49002 KEY WEST, Florida 33040-3110 Equipment description:see Exhibit A(and/or as described in invoice(s)or equipment list attached hereto and made a part hereof) CIL Payment information Number of Payment Payment amount payments frequency 3 Annual $53,515.57 (First payment due 30 days after Agreement is commenced), (plus applicable sales/use taxes-see"Taxes"section below) Terms and conditions: W 1. Purchase agreement/acceptance/ payments: You agree to purchase from us the Equipment and services, if any, described above and on any attac schedule (the"Equipment") in accordance with the terms of this Agreement(this "Agreement"). You shall be deemed to have accepted the Equiprr for purchase under this Agreement on the date that is ten (10)days after the date it is shipped to you by the Supplier("Acceptance Date")and,at request, you shall confirm for us such acceptance in writing. No acceptance of any item of Equipment may be revoked by you. You agree to pay Payments described above ("Payments") beginning on the Acceptance Date or any later date we designate and thereafter until all fully paid. Unl otherwise instructed by us in writing, all Payments and other amounts due hereunder shall be made to our address above. This Agreement is n cancelable and may not be prepaid. Your obligations under this Agreement (your "Obligations") are absolute, unconditional, and are not subjec cancellation,defense, recoupment, reduction,setoff or counterclaim. If a Payment is not made when due,you will pay us a late charge of 5%of a U Payment or$10.00,whichever is greater, but only to the extent permitted by law.We may charge you a fee of$55.00 for any check that is returned.' authorize us to adjust the Payments at any time if taxes included in the Payments differ from our estimate. You agree that the Payments w Co calculated by us based, in part,on a rate reported in the"Interest rate swaps"section of Federal Reserve Statistical Release H-15 and in the event " date the Equipment is delivered to you is more than 30 days after we send this Agreement to you,we may adjust the Payments once to compensate .O in good faith,for any increase in such rate. 2.Ownership/security interest/laws/use/maintenance: Upon acceptance of the Equipment by you,you shall hold title to and be the owner of the Equipmen all purposes including, without limitation, tax purposes. The purchase of the Equipment by you under this Agreement shall be "AS IS, WHERE IS", with representation or warranty of any kind from us, provided that this Agreement shall not impair any express warrantees or indemnifications, writ service agreements or other obligations of Stryker Corporation or any of its subsidiaries to you regarding the Equipment and we hereby assign al our rights in any Equipment warrantees to you.As security for all of your Obligations,you hereby grant to us a first priority security interest in all of your rig title and interests in the Equipment, all replacements, additions, accessions, accessories and substitutions thereto or therefore and all proceeds and prods thereof, including,without limitation,all proceeds of insurance. Upon timely payment of all amounts due hereunder(plus all applicable Taxes), our security inte in the Equipment shall terminate and you shall be the owner of the Equipment, free and clear of any interest created by us. You agree not to permit any I security interest (except ours), claim or encumbrance to be placed upon the Equipment. You shall comply with all applicable laws, rules and regulations manufacturer's specifications and instructions concerning the operation, ownership, use and/or possession of the Equipment. You must, at your cost, keep Equipment in good working condition. If Payments include maintenance and/or service costs, you agree that(i)no Assignee (as defined below)is responsibl provide the maintenance or service, (ii)you will make all maintenance and service related claims to the persons providing the maintenance, service or warre and (iii)any maintenance, warranty or service claims will not impact your Obligations. The Equipment cannot be moved from the location above without our F written consent. CJ 3.Taxes: You shall pay when and as due all sales, use, property, excise and other taxes, and all license and registration fees now or hereafter imposed by governmental body or agency upon this Agreement or the ownership, use,or sale of the Equipment, together with all interest and penalties for their late payn or non-payment("Taxes").You shall indemnify and hold us harmless from any such Taxes.You shall prepare and file all tax returns relating to Taxes for which . are responsible hereunder. If we receive any tax bill pertaining to the Equipment from the appropriate taxing authority,we may,without obligation,pay such tax CIL if we pay such tax bill we will invoice you for the expense. Upon receipt of such invoice,you will promptly reimburse us for such expense. 4. Assignment: You agree not to transfer, sell, lease, assign, pledge or encumber the Equipment or any rights under this Agreement without our prior wri y consent,which consent shall not be unreasonably withheld,and if you do,even with our consent,you will still be fully responsible for all your Obligations.You s provide us with at least 45 days' prior written notice of any change to your principal place of business, organization or incorporation. You agree that we r without notice to you, sell, assign, or transfer ("Transfer")this Agreement to a third party (each, an "Assignee"), and each Assignee will have our Transfe CIL rights, but none of our obligations, and such rights will not be subject to any claims, recoupment, defenses, or setoffs that you may have against u: any supplier even though an Assignee may continue to bill and collect all of your Obligations in the name of"Stryker Finance". cB 5. Risk of loss, insurance and reimbursement: Effective upon delivery to you,you shall bear all risk of Equipment loss or damage. If any such loss or dam CIL occurs you still must satisfy all of your Obligations. You will (i) keep the Equipment insured against all risks of loss or damage for an amount equal tc replacement cost, (ii) list us as the insurance sole loss payee and (iii)give us written proof of the insurance. If you do not provide such insurance, we have right,without obligation, to obtain such insurance and add an insurance fee(which may include a profit)to the amount due from you. You will obtain and main comprehensive public liability insurance naming us as an additional insured with coverages and amounts acceptable to us. To the extent not expressly prohib by applicable law, you will reimburse and defend us, including each Assignee for and against any losses, injuries, damages, liabilities, expenses, claims or k proceedings asserted against or incurred by us, including any Assignee, relating to the Equipment and which relate to or arise out of your act or omission or act or omission of your agents or employees or others(excluding us)with access to the Equipment.The terms of this paragraph will continue after the termina of this Agreement. 6.Default remedies:You are in default under this Agreement if:a)you fail to pay a Payment or any other amount when due;or b)you breach any other obliga under this Agreement;or c)your principal owner or any guarantor of this Agreement dies;or d)you or any guarantor dissolves,ceases to do business as a g( concern, becomes insolvent, bankrupt, merges, or is sold; or e)you or any guarantor fails to pay any other material obligation owed to us or any of our affilia Upon default,we may:a)declare the entire balance of unpaid Payments immediately due and payable; b)sue you for and receive the total amount due with fu Payments discounted to the date of default at a rate of 3% per annum; c)charge you interest on all monies due at the rate of 18% per year or the highest rate Agreement Packet Pg. 1912 L1.d Short Form Conditional Sale Agreement No. 221008291 permitted by applicable law from the date of default until paid; and/or d)require you to immediately return the Equipmen o us or we may peaceably reposses CIL Upon default, you will also pay all expenses including but not limited to reasonable attorneys'fees, legal costs, cost of storage and shipping incurred by us in enforcement and attempted enforcement of any remedies under this Agreement. If the Equipment is returned or repossessed we will, if commercially reasona sell or otherwise dispose of the Equipment at terms we determine, at one or more public or private sales, with notice as required by law, and apply the proceeds (after deducting any related expenses) to your Obligations. You remain liable for any deficiency with any excess being retained by us or appliec O required by applicable law. W 7.Miscellaneous: This Agreement shall be governed and construed in accordance with the laws of Michigan.You agree that the Equipment will only be usec business purposes and not for personal, family or household use. This Agreement may be executed in counterparts and any facsimile, photographic or o electronic transmission and/or electronic signing of this Agreement by you and when manually countersigned by us or attached to our original signa counterpart and/or in our possession shall constitute the sole original chattel paper as defined in the UCC for all purposes and will be admissible as legal evide CIL thereof. No security interest in this Agreement can be perfected by possession of any counterpart other than the counterpart bearing our original signature. agree not to raise as a defense to the enforcement of this Agreement or any related documents hereto the fact that such documents were executed by electn means.We may inspect the Equipment at any time prior to payment in full of your Obligations. No failure to act shall be deemed a waiver of any rights hereun If you fail to pay(within thirty days of invoice date)any freight,sales tax or other amounts related to the Equipment which are not financed hereunder and are bi directly by us to you, such amounts shall be added to the Payments set forth above (plus interest or additional charges thereon)and you authorize us to ad such Payments accordingly. If you are required to report the components of your payment obligations hereunder to certain state and/or federal agencies or pc health coverage programs such as Medicare, Medicaid, SCHIP or others, and such amounts are not adequately disclosed in any attachment hereto, then Stn Sales Corporation will, upon your written request, provide you with a detailed outline of the components of your payments which may include equipment,softw service and other related components. You acknowledge that you have not received any tax or accounting advice from us. You agree that you shall upon regt from us, promptly provide to us a copy of your most recent annual financial statements and any of your other financial information (including interim finar cB statements) that we may request. You authorize us to share such information with our affiliates, subsidiaries and Assignees. This Agreement, any schedi hereto, any attachments to this Agreement or any schedules and any express warrantees made by Stryker Sales Corporation constitute the entire agreen between the parties hereto regarding the Equipment and its use and possession and supersede all prior agreements and discussions regarding the Equipn and any prior course of conduct. You waive all rights to any indirect, punitive, special or consequential damages in connection with the Equipment or 0. Agreement. There are no agreements, oral or written, between the parties which are contrary to the terms of this Agreement and such other documents. 1 AGREE THAT THIS IS A NON-CANCELLABLE AGREEMENT AND WAIVE TRIAL BY JURY. CJ 1 CERTIFY THAT I AM AUTHORIZED TO SIGN THIS AGREEMENT FOR CUSTOMER Customer signature Accepted by Flex Financial,a division of Stryker Sales O Corporation Signature: Date: Signature: Date: Print name: Print name: y Title: Title: O CJ CJ L. CIL CIL CIL Agreement Packet Pg. 1913 L1.d Exhibit A to Short Form Conditional Sale Agreement Number 2210082901 CL Description of equipment Customer name: MONROE COUNTY OF Delivery address:490 63RD STREET, MARATHON, Florida 33050 W Part I-Equipment/Service Coverage(if applicable) Model number Equipment description Quantity 99577-001955 LIFEPAK 15 V4 Monitor/Defib 6 CL 21330-001176 LP 15 Lithium-ion Battery 5.7 amp hrs 12 11171-000046 Masimo M-LNCS DCI,Adult Reusable SpO2 only Sensor. For 8 use with RC Patient Cable. 11171-000037 Masimo RC Patient Cable,4 FT. For use with M-LNCS and 1 Rainbow Patient Sensors. 11111-000018 ECG Cable,12-Lead5ft.-Trunk cable with AHA limb leads 1 11577-000002 LIFEPAK 15 Basic carry case w/right&left pouches;shoulder 6 strap(11577-000001)included at no additional charge when case ordered with a LIFEPAK 15 device cB 11260-000039 LIFEPAK 15 Carry case back pouch 6 11220-000028 LIFEPAK 15 Carry case top pouch 7 11576-000094 LUCAS Carrying Case,Hard ShelISTRYKER 3 CJ CJ Total equipment: $145,570.70 Service coverage: cn Model number Service coverage description Quantity 78000011 Protect Plus Batteries(Depot)for LIFEPAK 15 V4 Monitor/ 6 Defib-Manual&AE D,Trend ingNoni nvasive PacingSpO2NIBP12-Lead ECGEtCO2BT Total service coverage:$14,976.00 Total Financed Amount: $160,546.70 CJ Customer signature Accepted by Flex Financial,a division of Stryker Sales Corp. Signature: Date: Signature: Date: Print name: Print name: CL C` Title: Title: y CL CL Agreement#: 2210082901 Packet Pg. 1914 L1.d Insurance Authorization and Verification ist Date: November 1,2019 Short Form Conditional Sale Agreement Number 2210082901 CIL To: MONROE COUNTY OF("Customer") From: Flex Financial,a division of Stryker Sales Corporation("Creditor") 490 63RD STREET 1901 Romence Road Parkway MARATHON , Florida 33050 Portage, MI 49002 W Ch TO THE CUSTOMER: In connection with one or more financing arrangements, Creditor may require proof in the form of this document, executed by I Customer* and Customer's agent, that Customer's insurable interest in the financed property (the "Property") meets the requirements as follows, with cover including,but not limited to,fire,extended coverage,vandalism,and theft: CIL Creditor,and its successors and assigns shall be covered as both ADDITIONAL INSURED and LENDER'S LOSS PAYEE with regard to all equiprr financed or acquired for use by policy holder through or from Creditor. Customer must carry GENERAL LIABILITY (and/or, for vehicles, Automobile Liability) in the amount of no less than $1,000,000.00 (one mil' dollars). Customer must carry PROPERTY Insurance (or, for vehicles, Physical Damage Insurance) in an amount no less than the 'Insurf Value'$145,570.70 with deductibles no more than$10,000.00. *PLEASE PROVIDE THE INSURANCE AGENTS INFORMATION REQUESTED BELOW&SIGN WHERE INDICATED By signing, Customer authorizes the Agent named below: 1)to complete and return this form as indicated; and 2)to endorse the policy and subsequent m renewals to reflect the required coverage as outlined above. MONROE COUNTY OF Insurance agency: 0. Signature: Date: Agent name: Print name: CJ Address: Title: O Phone/fax: Email address: *Customer: Creditor will fax the executed form to your insurance agency for endorsement. In Lieu of agent endorsement, Customer's agency may sul insurance certificates demonstrating compliance with all requirements. If fully executed form (or Customer-executed form plus certificates)is not provided wi 15 days, we have the right but not the obligation to obtain such insurance at your expense. Should you have any questions please contact Curtis Orr 269-389-1437. TO THE AGENT: In lieu of providing a certificate, please execute this form in the space below and promptly fax it to Creditor at 877-204-1332 . 1 O fully endorsed form shall serve as proof that Customer's insurance meets the above requirements. 0. 0. Agent hereby verifies that the above requirements have been met in regard to the Property listed below. Agent signature Signature: Date: CIL Print name: Title: Carrier name: CIL Carrier policy number Policy expiration date: Insurable value:$145,570.70 ATTACHED: PROPERTY DESCRIPTION FOR Short Form Conditional Sale Agreement Number 2210082901 See Exhibit A to Short Form Conditional Sale Agreement Number 2210082901 TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFD OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING,INCLUDING,WITHOUT LIMITATION,INSURANCE RECOVERIES. Agreement#: 2210082901 Packet Pg. 1915 L1.d State and Local Government Customer Rider CIL This State and Local Government Customer Rider(the"Rider")is an addition to and hereby made a part of Short Form Conditional Sale Agreement NumbE 2210082901 (the"Agreement")between Flex Financial,a division of Stryker Sales Corporation("Owner")and MONROE COUNTY OF ("Customer")to be C) executed simultaneously herewith and to which this Rider is attached.Capitalized terms used but not defined in this Rider shall have the respective meanings provided in the Agreement.Owner and Customer agree as follows: 1. Customer represents and warrants to Owner that as of the date of, and throughout the Term of, the Agreement: (a) Customer is a political subdivision of CIL state or commonwealth in which it is located and is organized and existing under the constitution and laws of such state or commonwealth; (b) Customer complied, and will comply,fully with all applicable laws, rules, ordinances, and regulations governing open meetings, public bidding and appropriations require connection with the Agreement, the performance of its obligations under the Agreement and the acquisition and use of the Equipment; (c)The person(s)sigi the Agreement and any other documents required to be delivered in connection with the Agreement(collectively, the"Documents")have the authority to do so, acting with the full authorization of Customer's governing body, and hold the offices indicated below their signatures, each of which are genuine; (d) Documents are and will remain valid, legal and binding agreements, and are and will remain enforceable against Customer in accordance with their terms; anc The Equipment is essential to the immediate performance of a governmental or proprietary function by Customer within the scope of its authority and will be c during the Term of the Agreement only by Customer and only to perform such function. Customer further represents and warrants to Owner that, as of the each item of Equipment becomes subject to the Agreement and any applicable schedule, it has funds available to pay all Agreement payments payable thereur until the end of Customer's then current fiscal year, and, in this regard and upon Owner's request, Customer shall deliver in a form acceptable to Own, resolution enacted by Customer's governing body, authorizing the appropriation of funds for the payment of Customer's obligations under the Agreement du Customer's then current fiscal year. O 2. To the extent permitted by applicable law, Customer agrees to take all necessary and timely action during the Agreement Term to obtain and maintain fc appropriations sufficient to satisfy its payment obligations under the Agreement (the "Obligations"), including, without limitation, providing for the Obligation each budget submitted to obtain applicable appropriations, causing approval of such budget, and exhausting all available reviews and appeals if an appropriE sufficient to satisfy the Obligations is not made. CJ 3. Notwithstanding anything to the contrary provided in the Agreement, if Customer does not appropriate funds sufficient to make all payments due during fiscal year under the Agreement and Customer does not otherwise have funds available to lawfully pay the Agreement payments (a "Non-Appropriation Eve O and provided Customer is not in default of any of Customer's obligations under such Agreement as of the effective date of such termination, Customer terminate such Agreement effective as of the end of Customer's last funded fiscal year("Termination Date")without liability for future monthly charges or the E termination charge under such Agreement, if any, by giving at least 60 days'prior written notice of termination("Termination Notice")to Owner. 4. If Customer terminates the Agreement prior to the expiration of the end of the Agreement's initial (primary) term, or any extension or renewal thereof permitted under Section 3 above, Customer shall (i)on or before the Termination Date, at its expense, pack and insure the related Equipment and send it frE prepaid to a location designated by Owner in the contiguous 48 states of the United States and all Equipment upon its return to Owner shall be in the s condition and appearance as when delivered to Customer, excepting only reasonable wear and tear from proper use and all such Equipment shall be eligible W manufacturer's maintenance,(ii)provide in the Termination Notice a certification of a responsible official that a Non-Appropriation Event has occurred, (iii)deliv( Owner, upon request by Owner, an opinion of Customer's counsel(addressed to Owner)verifying that the Non-Appropriation Event as set forth in the TerminE Notice has occurred,and(iv)pay Owner all sums payable to Owner under the Agreement up to and including the Termination Date. > O 5. Any provisions in this Rider that are in conflict with any applicable statute, law or rule shall be deemed omitted,modified or altered to the extent required to 0. conform thereto,but the remaining provisions hereof shall remain enforceable as written. CJ CJ Customer signature Accepted by Flex Financial,a division of Stryker Sales Corp. Signature: Date: Signature: Date: L` CIL Print name: Print name: Title: Title: 2- CIL CIL Agreement#: 2210082901 Packet Pg. 1916