FY1999 09/08/1999�~ couNry�
BRANCH OFFICE
3117 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050
TEL. (305) 289-6027
FAX (305) 289-1745
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OOUM • �'
Mannp fit. a0 age
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
FAX (305) 295-3660
M E M O R A N D U M
BRANCH OFFICE
88820 OVERSEAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-7145
FAX (305) 852-7146
TO: Reggie Paros, Director
Public Safety Division
FROM: Isabel C. DeSantis,
Deputy Clerk [7
DATE: October 27, 1999
----------------------------------------------------------------
aAt the September 8, 1999 meeting, the Board of Gover
Lower and Middle Keys Fire and Ambulance Distric ants of the
an
approval and authorized execution of an Agreement withted Medtronic
Physio Control Corporation -for the maintenance l
equipmen
obiomedica
of $15,684 from October 1 , in the amount
1999 through in
30, 200o.
Attached hereto are four (4) fully executed copies for your use.
Should you have any questions concerning the above, please do not
hesitate to contact this office.
cc: County Attorney
County Administrator w/o doc.
Finance
File
AGREEMENT
~ '-VI :5 . j}-
This Agreement made and entered into this day of tt~r I
1999, by and between the Board of Governors, Lower and Middle Keys Fire and Ambulance
District of Monroe County, Florida, hereinafter "COUNTY" and Medtronic Physio-Control
Corporation, hereinafter "CONTRACTOR".
WHEREAS: That the parties hereto, for the consideration hereafter set forth, mutually
agree as follows:
1. SCOPE OF THE WORK
The CONTRACTOR shall furnish all labor, materials, equipment, machinery,
tools, apparatus and transportation and perform all other work as described in the
Specifications for the Preventive Inspection and Maintenance of Biomedical Equipment
for the Board of Governors: all of which are hereto attached and made part of this
Agreement by reference.
2. CONTRACT SUM
The COUNTY shall pay to the CONTRACTOR a total amount of $15,684.00
for the faithful performance of the Contract, in lawful money of the United States. This
will be paid in 12 equal monthly installments, on the first of the month for the preceding
month after invoice rendered by Contractor.
3. GENERAL PROVISIONS
A. The CONTRACTOR agrees to indemnify the COUNTY and hold the COUNTY
harmless from and against all claims, damages, losses and expenses, including
reasonable attorneys' fees in any action arising out of performance of the work
herein, including bodily injury, illness or death, or for property damage including
loss of use, resulting from the CONTRACTOR'S work.
B. The CONTRACTOR warrants that it has not employed, retained or otherwise had
act on its behalf any former County officer or employee subject to the prohibition
of Section 2 or Ordinance No. 010-1990 or any County officer or employee in
violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this
provision the COUNTY may, in its discretion, terminate this Contract without
liability and may also, in its discretion, deduct from the Contract or purchase price
or otherwise recover, the full amount of any fee, commission, percentage, gift or
consideration paid to th~~~I~~o~fjW or employee.
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C. Before beginning work under this Contract, the CONTRACTOR must provide
evidence satisfactory to the COUNTY'S Risk Management Director that the
CONTRACTOR has in force and effect the insurance required in the contract
specifications (General Conditions, Paragraph 5) and in Exhibit A.
4. CONTRACT TERM
A. The Contract shall commence on October 1, 1999 and shall expire one year
from that date. The Contract shall be renewed for an additional one (1) year term
at the option of the COUNTY. The COUNTY shall exercise the option by a
written notice to the CONTRACTOR, 30 days before expiration of the original
term.
B. The CONTRACTOR shall not be held liable for delay in delivery caused by
strikes, inability to obtain materials or equipment, production or manufacturing
problems and all other causes beyond the CONTRACTOR'S control. The
CONTRACTOR shall not be liable for any incidental damages caused by delays
in delivery.
C. Monroe County's performance and obligation to pay under this contract, is
contingent upon an annual appropriation by the BOCC.
5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS
The CONTRACTOR understands all provisions of this Contract and of the
Specifications and agrees to their sufficiency for the work to be done. Under no
circumstances, conditions or situations shall this Contract be more strongly construed
against the COUNTY than against the CONTRACTOR.
6. PAYMENT
A. The CONTRACTOR shall invoice the COUNTY, in accordance with the pricing
and terms as outlined in the Contract documents. Invoices shall be submitted to
the Monroe County EMS office, 490 63rd Street, Ocean, Suite 170, Marathon,
Florida 33050, for approval and processing.
B. All payments shall be made directly to the CONTRACTOR at the
CONTRACTOR'S office, Medronic Physio-Control Corporation, 11811 Willows
Rd., N.E., Redmond, W A 98073
7. INDEPENDENT CONTRACTOR
At all times and for all purposes hereunder CONTRACTOR is an independent
contractor and not an employee of the Board of County Commissioners of Monroe
County. No statement contained in this Agreement shall be construed so as to find the
CONTRACTOR or any of his /her employees, contractors, servants or agents to be
employees of the Board of County Commissioners of Monroe County and they shall be
entitled to none of the rights, privileges or benefits of employees of Monroe County.
8. COMPLIANCE WITH LAW
In providing all services pursuant to this Agreement, the CONTRACTOR shall
abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the
provisions of such goods, including those now in effect and hereinafter adopted. any
violation of said statutes, ordinances, rules or regulations shall constitute a material
breach of this Agreement and shall entitle the Board of County Commissioners to
terminate this Contract immediately upon delivery of written notice of termination to the
CONTRACTOR.
9. SUBCONTRACTING/ASSIGNMENT
CONTRACTOR shall not assign, sublet, subcontract, sell or transfer any interest
in this Contract without the prior written consent ofthe COUNTY thereto.
10. NOTICE - GENERAL
Any notice or notices required or permitted to be given pursuant to this Contract
may be personally served on the other party by the party giving such notice or may be
served by certified mail, return receipt requested, to the following addresses:
COUNTY:
Monroe County Emergency Medical Services
490 63rd Street, Ocean, Suite 170
Marathon, Florida 33050
CONTRACTOR:
Medtronic Physio-Control Corporation
11811 Willows Rd., N.E.
Redmond, WA 98073
11. ANTI DISCRIMINATION
CONTRACTOR agrees they will not discriminate against any of their employees
or applicants for employment or against persons for any other benefit or service, because
of their race, color, religion, sex or national origin, or physical or mental handicap where
the handicap does not affect the ability of an individual to perform in a position of
employment and to abide by all Federal and State laws regarding non-discrimination.
12. NONWAIVER
Any waiver of any breach of covenants herein contained to be kept and performed
by the CONTRACTOR shall not be deemed or considered as a continuing waiver and
shall not operate to bar or prevent the COUNTY from declaring a forfeiture for any
succeeding breach either of the same conditions or covenants or otherwise.
13. CONTRACTOR-GENERAL
The CONTRACTOR warrants that it is authorized by law to engage in the
performance ofthe activities encompassed by the program herein described, subject to the
terms and conditions set forth in the Attachment, which is attached hereto and
incorporated herein as part of this Agreement.
Each of the signatories for the CONTRACTOR, below, certifies and warrants
that:
A. The CONTRACTOR'S name in this Agreement is the full name as designated its
corporate charter, if CONTRACTOR is a corporation; otherwise,
CONTRACTOR'S name is the business entity, whether partnership or sole
proprietorship, under which CONTRACTOR normally conducts business.
B. They are empowered to act and contract for the CONTRACTOR and
C. This Agreement has been approved by the Board of Directors of CONTRACTOR,
if CONTRACTOR has a corporation.
D. CONTRACTOR has, if this Contract calls for payment in excess of$10,000,
executed a sworn statement under F.S. 287.133 (3)(a), on public entity crimes.
Said statement, if not attached hereto, is already on file with the EMS
Office/Clerk of Court for the calendar year 1999.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement of the parties hereto with respect
to the subject matter hereof and supersedes any and all prior agreements with respect to
such subject matter between CONTRACTOR and the EMS office or the COUNTY.
15. CONSENT TO JURISDICTION
This Agreement, its' performance and all disputes arising hereunder, shall be
governed by the laws of the State of Florida and both parties agree that a proper venue for
any action shall be Monroe County.
16. CONDITIONS OF TERMINATION
A. The performance of work or provision of goods under this Agreement may be
terminated, delayed or temporally suspended by the COUNTY, in whole or in
part, from time to time, wherever the COUNTY shall determine that such
termination is in the best interest of the COUNTY. The COUNTY shall pay all
reasonable costs incurred by the CONTRACTOR up to the time of termination
and all reasonable costs to the CONTRACTOR associated with termination.
B. If the CONTRACTOR fails to fulfill the terms of this Agreement or attachments,
properly or on time or otherwise violates the provisions of the Agreement or of
applicable laws or regulations governing the use of funds, the COUNTY may
terminate the Contract by written notice of 15 days. The notice shall specify
cause. The COUNTY shall pay the CONTRACTOR fair and equitable
compensation for expenses incurred prior to termination of the Agreement, less
any amount of damages caused by the CONTRACTOR'S breach. If the damages
are more than compensation payable, the CONTRACTOR will remain liable after
termination and the COUNTY can affirmatively collect damages.
A person or affiliate who has been placed on the convicted vendor list following a
conviction for public entity crime may not submit a bid on a contract to provide
any goods or services to a public entity, may not submit a bid on a contract with a
public entity for the construction or repair of a public building or public work,
may not submit bids on leases or real property to public entity, may not be
awarded or perform work as a contractor, supplier, subcontractor, or consultant
under a contract with any public entity, and may not transact business with any
public entity in excess ofthe threshold amount provided in Section 287.017, for
CATEGORY TWO for a period of36 months from the date of being placed on
the convicted vendor list.
IN WITNESS WHEREOF, the parties hereto have executed this Contract the day and
year first above written.
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Atte~ DannY_~lhage, Clerk
BY:.Jl~C.~
Deputy Clerk
Title:
(CORPORATE SE
Attest:
. ~t..
BOARD OF GOVERNORS OF THE
LOWER AND MIDDLE KEYS FIRE
AND AMBULANCE DISTRICT OF
MONROE COlfTY, FLORIDA
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