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FY2021 02/16/2021_Lucas Protect Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN $50,000.00 Contract with: Stryker Sales Corporation Contract# 201222113109 Account 1322582 Effective Date: 10/01/2020 Expiration Date: 09/31/2021I Contract Purpose/Description: k i� Annual Pro are Services renewal wi LL7CAS Protect S 'p In for 10 LUCAS devices --J �s Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Cheri Tamborski 305-289-6088 MCFR/Sto #14 1 (Name) (Ext.) (Department/Stop#) CONTRACT COSTS Total Dollar Value of Contract: $ 8,352.00 Current Year Portion: $ 8,352.00 (mast be less than 550,(Hmo) (if multiyear agreement Chen requires BOCC approval,unless the it Budgeted? YesEl No ❑ Account Codes: 141 _11500 53041 _ f f! Grant: $ N/A I()l 11001 53041 _ County Match: $ N/A ADDITIONAL COSTS `€ Estimated Ongoing Costs: $ 0 /yr For: N/A (Not included in dollar value above) (e.g.maintenance,utilities, janitorial,salaries.etc.) CONTRACT REVIEW i Changes Date Out Date In Needed eta # Department Head Yes[] No[f"' .) ( i Risk Management - i No� Yes❑ _ l O.M.B./Purchasint 2/11/21 1 YesEl No — Ch-6Wuywt13v,6ckeR 2/11/21 County Attorney Yes[:] No[R 2/10121 Comments: 11 13 Res ised € 0Q( 717./19 I� 11a0le 73 of'86 tWV Services stryker rrwrra�urw�uwrrr�rr r��. Sales Rep Name: Alex Eidson 3800 E.Centre Ave ProCare Service Rep: Miguel Rodriguez Portage,MI 49009 Uate 12/22/2020 I:Jk 20122211310,) OPOSAL SUBMITTED TO: Billing Acc Num: tiara Shama MOOT', Shipping Acct Num: 1322582 Title: Logistics Specialists Account Name Monroe County Fire Rescue Phone: (305)587-9212 Account Address 49063rdSt Email. moore-shainanmorr«ecounry-FL.gov City,State Zip Marathon,Fl. Item Model Model Description ProCare Program Qty Yrs Total No, Number 1 1 LUCAS LUCAS LUCAS ProtectShi.plr. 10 1 $8,352.00 PROGRAM INCLUDES: LUCAS Protect 71p In: •Repairs(parts and labor)to restore equipment to manufacturer specifications •Replace up to 2 LUCAS chest compression system batteries in accordance with the Instructions for Use or upon battery failure' •LUCAS Battery Desk-Top Charger,LUCAS Aux Power Supply,LUCAS Car Cable repair or replacement as deemed necessary by Stryker` •Replacement of LUCAS Disposable suction cup,LUCAS Patient Straps,or LUCAS Stabilization Strap "(Onsite Repairs or Depot Depending on Agreement)— Unless otherwise stated on contract,payment Is expected upfront ProCare Total S8,352.00 FINALTOTAL $8,352.00 Start Date: 10 1// 2020 End Date: 9f30/2021 keylave 212121 /G 02.16.2021 Stryker Signature Dace Customer Signature iiete Roman Gastesi, County Administrator The Terms and Conditions of this quote and any subsequent purchase order of the Customer are governed by the Terms and Conditions located at httpst//techweb.suyker.com and the attached Addendum The terms and conditions referenced In the Immediately preceding sentence do not apply where Customer and Stryker are parties to a Master Service Agreement Purchase Order Number If contract is over$5,000 lease send hard copy PO Please email signed Proposal and Pur i.sze 0rde io prucar r`: i,nd+ iryke i.cc,i n. All information contained within this quotation is considered conlidential and proprietary and is not subject to public disclosure *`Quote pricing valid fur 30 days. ItNROE COUNTY ATTOnNEY ROE FORM P Asslsr NTY ATTORNEY Date 2/2/21 Exhibit A to Proposal#201222113109 SERIAVNUMBERISHEET x= ° i � R' ° •_ i r=.;' c IItem Model Serial Number Program No, 1 LUCAS 30149552 LUCASProtectShl In 2 LUCAS 30136976 LUCASProtectShl In 3 LUCAS 3014955U LUCAS Protect Ship In L74 LUCAS 30149555 LUCASProtect5hi In LUCAS 351BD476 LUCASProtect5h[ In LUCAS 30149551 LUCASProtect5hi In LUCAS 30149553 LUCASProtectShl In LUCAS 30135978 LUCASProtect5hl In LUCAS 351SD477 LUCAS ProtectShl In LUCAS 30149554 LUCAS Protect5hip In Purchase Order Form stryker- Account Manager Purchase Order Date Cell Phone Expected Delivery Date Stryker Quote Number 201222113109 Check box if Billing same as Shipping F7 BILL TO CUSTOMER# SHIP TO CLISTOMER# Billing Account Num _ ® Shim Account Num 1322582 oi-ny Name Com an Name Monroe County Fire Rescue Contact or De artment Contact o Street Address Street Address 490 63rd St .......................--.................................... Addt't Address Line Acdt'l Address Lire . .-..--------------- ..................... ....... City,ST ZIP Lity-'-Hln�............ ..........!Marathon,FL 33050 PhonejPhone Authorized Customer Initials Authorized Customer Initials DESCRIPTION CITY TOTAL REFERENCE QUOTE Accounts Payable Contact Information Name Email Phone Stryker Terms and Conditions www str-vkeremerizencycare.com/terms Authorized Customer Signature Printed Name Roman Gastesi Title Monroe County Administrator Signature Date February 19, 2021 Attachment Stryker Quote Number 201222113149 *Sales or use taxes on domestic(USA)deliveries will be invoiced in addition to the price of the goods and services on the Stryker Quote. 5ERVICE7AGREEMENT— Monroe County Firer&ke—scue(February 2U20] �anuary,3i,zuzl.Proposal zoizz2>19109 This document sets Forth the entire Product Service planAgreement("Agreement)between Stryker Sales Corporation,through its Medical Division, herein and after referred teas"Stryker",and MonroeCountyFlre&Rescue, herein and after,referred to as the"Customer'.This is the entire Agreement and no other oral modifications are valid.This Agreement shall remain In effectuniess canceled ormodiFiedbyeither parry according to the following terms and conditions. 1 SERVICE COVERAGE AND TERM Strykershall provide to Customerthe services(the"Services)as defined on Page 1 ofthe StrykerProposalas the equipment ProCare Program(hereinafter each,a"Service Plan).The equipment covered under said Service Plan is set forth on ExhibitA to the Proposal(the'Equf pment"),The Services and Service Plan are ancillary to and not a complete substitute forthe requirements of Customer to adhere to the routine maintenance instructions provided by Stryker,its equipment and operations manuals,and accompanying labels and/orinserts forthe Equipment Customer covenants and agrees that its personnel will follow the instructions and contents ofthose manuals,labels and Inserts,When Equipment ora component is replaced,the item provided In replacement will be the Customer's propeity(If Customer owns the Equipment)and the replaced item will be Stryker's property.The Service Plan coverage,term,start date,and price ofthe Services appear on the Service Plan. 2. EQUIPMENTSCHEDULE CHANGES Duringtheterm ofth e Agreement and upon each patty's written consent,additional Equipment maybe included in the ExhibltA.All addition_s are subject tothe terms and conditions contained herein.Stryker shalladjust thecharges and modify ExhibitAto rellectthe additions. 3. INSPECTIONSCHEDULING Service Inspections will be scheduled in advance st a mutualiyagreed upon time For such period of time as is reasonably necessary to complete the Services.Equipment not made available at the specified time will be serviced atthe next scheduled service inspection unless specific arrangements are made with Stryker.Such arrangements will include travelandotherspecial charges atStryker's then currentrates. 4. INSPECTION ACTIVITY On each scheduled service inspection,Stryker's Service Representative will Inspect each available item of Equipment as required in accordance with Stryket's then current Maintenance procedures fersald Equipment,Ifthere is any discrepancy orquestiens on the number of Inspections,price,orEquipment Stryker mayamend this Agreement S. CUSTOMER OBLIGATIONS Customer shall use commercially reasonable efforts to cooperate with Stryker In connection with Stryker s performance ofthe Services.Customer understands and acknowledges that Stryker employees will not provide surgical or medical advice,will not practice surgery or medicine,will notcome In physical contact with the patient,will not enter the"sterile field"at any time,and will not direct equipment orinstruments that come in contact with the patient during surgery.Customer's personnel will refrain from requesting Stryker employees to take any actions In violation ofth ese requirements or In violation ofapplicable laws,rules or regulations,Customer policies,orthe patient's informed consent A refusal byStryker employees to engage in such activities shall notbe a breach ofthis Agreement.Customer consents to the presence of Stryker employees In Its operating rooms,where applicable,In order forStrykerto provide Services underthis Agreement and represents that it will obtain all necessary consents from patients. fi. SERVICE INVOICING Invoices will be sent on the agreed payment method.All prices are exclusive ofstate and local use,sales orsimIlar taxes.In states assessing upfront sales and use tax,Customer's payments will be adjusted to include all applicable sales and use tax amortized over the Service Plan term using a rate that preserves for Stryker,its affiliates and/or assigns,the intended economic yield forthe transaction described In this Agreement.All invoices issued underthts Agreement are to be paid within thirty(30)days ofthe date ofthe tavOtce.Failure to comply with Net 30 Day terms will constitute breach afeontractand future Service will only be made on a prepaid or COD basis,or until the previous obligation is satisfied,orboth.Strykerreserves the right with no liability to Stryker,to cancel any contract on the basis ofpayment default forany previous equipment or service provided byStryker or any ofits affiliates. 7. PRICECHANGES The Service prices specified herein are those in effect as ofthe date ofacceptance ofthis Agreement and will continue In effect throughout the term oftheService Plan. B. INITIAL INSPECTION This Agreement shall be applicable onlyto such Equipmentas listed In Exhibit Awhich has been determined by aStryker's Representative to be In good operating condition upon his/her initial inspection thereof. 4. OPERATION MAINTENANCE Strykees Services are ancillary to and not a complete substitute forthe requirements of Customer to adhere to the routine maintenance instructions provided byStryker,it's Equipmentand operations manuals,and accompanying labels and/or inserts for each item of Equipment Customers appropriate userpersonnel shouldbe entirely familiar with the instructions and contents ofthose manuals,labels and inserts and lmplementthem accordingly. till. SERVICE PLAN WARRANTY AND LIMITATIONS Strykerrepresents and warrants thatthe Services shall be performed In a workmanlike manner and with professional diligence and skUl.Services will comply with all applicable laws and regulations.During the term ofthe Service Plan,Stryker will maintain the Equipment in good working condition.Notwithstanding any other provision ofthis Agreement the Service Plan does not Include repairs or other services made necessary by or related to,the following:(1)abnormal wear erdamage caused by misuse orby failure to perform normal and routine maintenance asset out in the Stryker maintenance manual eroperating instructions.(2)accidents(3)catastrophe(4)acts afgod(5)any malfunction resulting from faultymaintenance,improper repair,damage and/or alteration by non-Stryker authorized personnel(6)Equipment on which any original serial numbers orother identification marks have been removed ordestroyed;or(7)Equipment that has been repaired with any unauthorized or non-Stryker components.In addition, in order to ensure safe operation ofthe Equipment,only Stryker accessories shouldbe used.Strykerreserves the right to Invalidate the Service Plan if Equipment is used with accessories notmanufactured byStryker. TO THE FULLEST EXTENT PERMITTED BYLAW,THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES APPLICABLE TO THE SERVICESAND ARE EXPRESSLY IN LIEU OFANY OTHER WARRANTY BYSTRYKER,EXPRESSED OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,ANY IMPLIED WARRANTY OF MERCHANTABILITY,NONINFRINGEMENT ORFITNESS FORAPARTICULARPURPOSE. LL WAIVER EXCLUSIONS No failure to exercise and no delay by Stryker in exercising any right power or privilege hereundershall operate as a waiver thereof.No waiver ofany breach ofanyprovislanby Stryker shall be deemed to be a waiverby Stryker ofany preceding or succeeding breach ofthe same oranyother provision.No extension of time by Stryker for performance of any obligations or other acts hereunder orunder any otherAgreament shall be deemed to bean extension of time for performances ofany other obligations or any other acts by Stryker. 1Z LIMITATIONOFLIABILITY EXCEPT FORTH]RD PARTY DAMAGES RELATED TO STRYKER'S INDEMNITY OBLIGATIONS UNDER SECTION 19,STRYKER'S LIABILITYARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF SERVICE FEES PAID DURING THE TWELVE(12)MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.IN NO INSTANCE WILL STRYKER BE LIABLE TO CUSTOMER FORINCIDENTAL,FUNITIVE,SPECIAL,COVER,EXEMPLARY,MULTIPLIED OR CONSEQUENTIAL DAMAGES OR ATTORNEYS'FEES OR COSTS FORANYACTIONS UNDER ORRELATED TO THIS AGREEMENT. 1©. INDEMNIFICATION Stryker shall Indemnify and hold harmless Customer from any lessor damage broughtbya third party which Customer may suffer directly as a result ofthe gross negligence or willful misconduct ofStrykerorits employees oragents in the course of providing Services.The foregoing indemnification will not apply to any liability arising from:(i)an injury or damage due to the negligence ofany person other than Stryker s employee or agent;(if)the failure ofany,person other than Strykers employee or agentto follow any Instructions outlined In the labeling.manual,and/or Instructions foruse ofthe Equipment;(Ili)the use ofany equipment or part not purchased from Stryker or any equipment oranypart thereofthatbas been modified,altered or repaired by any person other than Stryker's employee or agent;or(iv)any actions taken oromissions made by any Stryker employee while underthe direction orcontrolofCustemeesstaff.To the extent set forth InFS.768.26.Customer agrees tohold5tryker harmless from and Indemnify Stryker farany claims orlosses orinjuries arisingfrom(i)-(Iv)above resulting from Customer's orts employees'oragents'actions. ZL TERM ANDTERMINATION The Agreement shall commence on the date Indicated on the firstService Plan entered into between the parties and shall continue until Stryker ceases to provideServices or the Agreement is canceled by either partyby giving a ninety(90)days priorwritten notice ofany such cancellatlon to the otherparty.Ifthis Agreement is canceled during orbefore the expiration date oftheAgreement Customerwill oweforthemonths covered up to thecancellation date ofthe Agreement and foranyparts,labor,and travel charges, required to maintain Equipment exceeding that already paid during theAgreement In the event Customer has pre-paid for the services hereunder,any unused amount asafthe date of cancellation shall be returned to the Customer on a pro-ratabasis. 115. FORCEMAJEURE Except for Customer's payment obligations,which may only be delayed and not excused entirely,neither party to this Agreement will be liable for any delay or failure of performance thatts the result of anyhappening prevent that could not reasonably have been avoided orthat is otherwise beyond its control,provided that the party hindered or delayed immediately notifies the ether party describing the circumstances causing delay.Such happenings prevents will include,but not be limited to,terrorism,acts of war, riots,civil disorder,rebellions,fire,flood,earthquake,explosion.action ofthe elements,acts of God,inability to obtain or shortage ofmaterlal,equipment or transportation, governmental orders,restrictions,priorities or rationing,accidents and strikes,lockouts orotherlabortrouble orshortage. 1:6. INSURANCE REQUIREMENTS Stryker shall maintain the following Insurance coverage during the term oftheAgreement:(I)commercial general liability coverage,Including coverage for products and completed operations liability,with minimum limits of$1,000,000.00 peroceurrenee and$2,000,000.00 annual aggregate applying to bodily injury,personal injury,and property damage;(if]automobile liability insurance with combined single limits of$1,000,000.00 for owned,hired,and non-owned vehicles;and(iii)worker's compensation Insurance as required by applicable law.At Customer's written request;certificates of Insurance shall he provided byStryker prior to commencement ofthe Services at any premises owned or operated by Customer.To the extent permitted byapplicable laws and regulations,Stryker shall be permitted to meet the above requirements through a program ofself-insurance. 17. WARRANTY OFNON•EXCLUSION Each party represents and warrants thatas ofthe Effective Date,neither it nor any of its employees,are orhave been excluded terminated,suspended,or debarred from a federal orstate health care program or from participation in any federal orstate procurement or non-procurement programs.Each party further represents that no final adverse action by the federal orstate government has occurred oris pending orthreatened againstthe parry,Its affiliates,or,to Its knowledge,againstany employee,Stryker,oragent engaged to provide Services under this Agreement Each party also represents that if during the term of this Agreement it,or any oflts employees becomes so excluded,terminated, suspended,or debarred from a federal or state health care program orfrom participation in any federal orstate procurement ornon-procurement programs,such will promptly notify the otherparty.Each parry retains the rightto terminate ormodify this Agreement in the event ofthe otherpartys exclusion from a federal orstate healthcare program. 18. COMPLIANCE Stryker,as supplier,hereby informs Customer,as buyer,ofCustomees obligation to make all reports and disclosures required bylaw or contract,including without limitation properly reporting and appropriately reflecting actual prices paid foreach item supplied hereunder net ofany discount(including rebates and credits,ifany)applicable to such Item on Customer's Medicare cost reports,and as otherwise required under the Federal Medicare and Medicaid Anti-Kickback Statute and the regulations thereunder(42 CFR Part 1001.952(h)).Pricing underthis Agreement(and each Service Plan)may constitute discounts an the purchase of Services.Customer represents that(1)it shall make all required cost reports,and(ii)it has the corporate power and authority to make or cause such cost reports to be made.To the extent required bylaw,Customer and Stryker agree to comply with the Omnibus Reconciliation Act of 198D(P.L.96Z499)and It's implementing regulations(42 CFR,P2rt420).To the extent applicable to the activities of Stryker hereunder,Stryker further specifically agrees that until the expiration offeur(4)years after furnishing Services pursuant to this Agreement Stryker shall make available,upon written requestofthe Secretary ofthe Department of Health and Human Services,or upon request of the Comptroller General,or any oftheirdulyauthorized representatives,this Agreement and the books,documents and records ofStryker that are necessary to verify the nature and extentofthe costs charged to Customerhereunder. Stryker further agrees that if Stryker carries out any ofthe duties ofthis Agreement through a subcontract with a value or cost often thousand dollars($10,000)ormore over a twelve(12)month period,with a related organization,such subcontract shall contain a clause to the effect that until the expiration of four(4)years after the furnishing of such services pursuant to such subcontract the related organization shall make available,upon written requestto the Secretary,or upon requestto the Comptroller General,or any of their dulyauthorized representatives the subcontract and books and documents and records ofsuch organization that are necessary to verify the nature and extentofsuch costs. 19. CONFIDENTIALITY The parties hereto shall hold in confidence this Agreement and the terms and conditions contained herein(Including Services Plan pricing)and any information and materials which are related to the business ofthe other or are designated as proprietary or confidential,herein or otherwise,or which a reasonable person would consider to be proprietary or confidential Information;and(b)hereby covenant that they shall not disclose such information to any third party without prior written authorization ofthe one to whom such information relates.The rights and remedies available to a party hereunder shall not limit or preclude any otheravallable equitable or legal remedies. 20. HIPAA Strykeris nota"business associate'ofCustomer,as the term"business associate'is defined by HIPAA(the Health insurance Portability and AccountabllityAct of 1996 and 45 C.F.R.parts 142 and 160-164,as amended).To the extent the parties mutually agree that Strykerbecomes a business associate of Customer,the parties agree to negotiate to amend the Service Plan or this Agreement as necessary tocomplywith HIPAA,and Ifan agreement cannot be reached the applicable Service Plan will Immediately terminate.All medical information and/ordata concerning specific patients(Including,but not limited to,the Identityofthe patients),derived incidentally during the course ofthis Agreement, shall be treated by both parties as confident€al,and shall not be released,disclosed,or published to any party other than as required or permitted under applicable laws. Notwithstanding the foregoingStrykermaybeconsidereda'businessassoc€ate"ofCustomersrelated to any Service Plan forwireless products and/orother designated business associate services.If Stryker Is considered a"business associate'of Customer.Stryker will agree to enter into a business associateagreernent with Customer as required byHIPAA. 21. MISCELLANEOUS Neither party may assign or transfertheir rights and/orbenefits under this Agreement without the prior written consent oftheotherpatty,except that Stryker shall have the right to assign this Agreement orany rights under or interests in this Agreement to any parent subsidiary or affiliate ofStryker.All ofthe terms and provisions ofthis Agreement shall be binding upon,shall inure to the benefit of,and be enforceable bypermitted successors and assigns ofthe parties to this Agreement This Agreement shall be construed and Interpreted in accordance with the laws ofthe State of Michigan.The Invalidity,in whole or in part,ofany ofthe foregoing paragraphs,where determined to be Illegal, invalid orunenforceableby a court or authority ofcompetent jurisdiction,will not affect or Impair the enforceability ofthe remainderaf theAgreement This Agreement constitutes the entire agreementbetween the parties concerning the subject matter of this Agreement and supersedes all prior negotiations and agreements between the parties concerning the subject matter ofthis Agreement.In the event ofan inconsistency or conflictbetween this Agreement and any purchase order,Invoice,or similar document,this Agreement will control.Any inconsistency orconflict between the terms ofthis Agreement and a Service Plan shall be resolved in factor ofthe Service Plan.The sections entitled Limitation of Llablllty,lndemnlfisation,Compliance,ConfidentiaUtyand Miscellaneous ofthisAgreement shallsurvivelts termination orexpiration. 22.MAINTENANCEINSPECTION This service contract may Include products which are beyond theirwarranty period and tested expected service life,Any such product will be inspected to determine ifthe product meets the operations and maintenance manual guidelines for that particular productas of the date ofinspection.Despite arty such Inspection,Stryker makes no claims orassurances as to future performance,including no express or implied warranty,for any product which was inspected outside of itswarrantyper€od orbeyond its tested expectedservice life. See Monroe County Addendum Attached EXHIBIT B Addendum to ProCare Proposal Terms and Conditions. ADDENDUM to Proposal # 2012221 13109 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-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 5) Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Stryker and their respective legal representatives, successors, and assigns. 6) Authority. Each party represents and warrants to the other that the execution,delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action,as required by law. 7) Adjudication of Disputes or Disagreements. County and Stryker agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties,then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. 8) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Stryker agree to participate,to the extent required by the other party, in all proceedings, hearings, processes,meetings,and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Stryker 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 91616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§690dd-3 and 290ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10)Monroe County Code Chapter 14, Article II,which prohibits discrimination on the basis of race, color, sex,religion, national origin, ancestry,sexual orientation,gender identity or expression,familial status or age;and 11)any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. County and STRYKER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party,effective the date of the court order. Stryker agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964(PL 88-352)which prohibits discrimination on the basis of race, color or national origin;2) Title IX of the Education Amendment of 1972, as amended(20 USC ss. 1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4)The Age Discrimination Act of 1975, as amended(42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972(PL 92-255), as amended,relating to nondiscrimination on the basis of drug'abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968(42 USC s.et seq.),as amended,relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 10) Covenant of No Interest. County and Stryker covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agrreement,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) Public Records Compliance. Stryker must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Stryker shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119,Florida Statutes,and made or received by the County and Stryker in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by Stryker.Failure of Stryker to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. Stryker is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, Stryker is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records,provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of Stryker or keep and maintain public records,that would be required by the County to perform the service.If Stryker transfers all public records to the County upon completion of the contract, Stryker shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.If Stryker keeps and maintains public records upon completion of the contract,Stryker shall meet all applicable'requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records,the County shall immediately notify Stryker of the request, and Stryker must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If Stryker does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10,Florida Statutes. IF STRYKER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, BRADLEY-BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12th STREET, SUITE 408, KEY WEST, FL 33040. 14) Non-Waiver of Immunity. Notwithstanding the provisions of Sec.768.28,Florida Statutes, the participation of the County and Stryker in this Agreement and the acquisition of any commercial Iiability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 15) Privileges and Immunities. All of the privileges and immunities from liability,exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County,when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents,volunteers, or employees outside the territorial limits of the County. 16) Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to,nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to,nor shall it be construed as,authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. -1-7) 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. 1 S) 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. ,4 R CERTIFICATE OF LIABILITY INSURANCE °A7ojo' YYY' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject 10 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 endorsernent(s). PRODUCER CONTACT p NAME: Aon Risk services central, Inc. PHONE FAX Grand Rapids MI office A!C pa,EN; (616) 456-5366 50 Loui s Street NW E-MAIL s. o suite 200 x Grand Rapids MT 49SO3 USA INSURER(S)AFFORDING COVERAGE NIUC/J INSURED INSURER A: Old Republic insurance company 24147 Stryker Corporation & subsidiaries INSURERB: 2825 Airview Boulevard Kalamazoo Mi 49002 USA INSURER C.- INSURER 0; INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:570085841371 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 TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDD D POLICY NUMBER MVID - LIMITS X COMMERCIAL GENERAL LIABILITY MWZY EACH OCCURRENCE $5,000,000 CLAIMS-MADE OCCUR $500,000 A p� Risk nag ment PREMISES E oxurer [A MED EXP(Anyone person) Excluded PERSONAL&ADV INJURY $1,000,000 GEN'LAGGREGATE UMITAPPLIES PER: GENERALAGGREGATE S5,000,O00 X POLICY ❑JEo- �LOC 2-22-2021 PRODUCTS-COMPIOPAGG 55,000,000 C 0 OTHER: A AUTOMOBILE LIABILITY MwTs 312744 21 02/01/2021 02/01/2022 COMBINED SINGLE LIMIT $1,000,000 X ANYAUTO BODILY INJURY(Per person) Z OWNED SCHEDULED BODILY INJURY(Par accident) AUTOS ONLY AUTOS PROPERTY DAMAGE HIRE➢AUTOS NON-OWNED XONLY AUTOS ONLY Per aocidenF Ir Fhys-Omge-Self In UMBRELLALIAB OCCUR EACH OCCURRENCE EXCESS LIAR CLAIMS-MADE AGGREGATE Dr:D1 IRETENT)ON A WORKERS COMPENSATLONAND MWC31274321 0 01 02 2 01 2022 X PER STATUTE OTH- EMPLOYERS'LIABILITY I ER ANY PROPRIETORI PARTNER!EXECUTIVE YIN A05 E.L.EACH ACCIDENT $1,000,000 A OFFICERNEMBEREXCLUDED? NIA MWXS31274521 02/01/2021 02/Ol/2022 (Mandatory In NH) Excess wG - MI EL DISEASE-FA EMPLOYEE $1,000,000 II yyes,descrlbe under SIR applies per pol i c DESCRIPTIONOFOPERATIONSbelow y ter 5 & COndl lOnS E.L.DISEASE•POLICYLIMIT $1,000,000— L. L- ---- _2 DESCRIPTION OF OPERATIONS!LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Monroe County Board of Commissioners is included as additional insured (form CG 2026 0413 or most current edition), where required by written contract, in accordance with the policy provisions of the commercial general liability and automobile liability policies. e..a CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXP RATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. r4� Monroe County AUTHORIZED REPRESENTATIVE Board of county commissioners 1100 Simonton Street Key West FL 33050 USA e.�afa ✓� 4ed�4 �_ @1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD stryker 3800 E.Centre Ave. Portage,MI 49002 USA 1-800-STRYKER stryker.com Whom it may concern Subject: Emergency Care Parts and Service Bate: September 17,2019 Stryker's Medical division certifies that it is the original equipment manufacturer (OEM) or sole source distributor of parts for Stryker's Emergency Care products. All parts are manufactured at Stryker or by an outside supplier specifically for Stryker, Stryker employs its own field service team (known as ProCare Services) to service its products. Stryker only uses OEM parts for repairs, and has exclusive use of certain proprietary tools for diagnostics and repairs. Stryker Emergency Care products that require the use of such proprietary tools include,but are not limited to: • Power-LOAD fastener • Power-PRO cot • LUCAS 3 chest compression system • LIFEPAK 15 defibrillator/monitor • LIFEPAK 20e defibrillator/monitor • LIFEPAK 1000 defibrillator • LIFEPAK CR+/ LIFEPAK 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. All service repairs are documented and reviewed by Stryker's quality team. To help ensure Stryker's commitment to quality, Stryker tracks and trends its service to help ensure the highest level of product performance for its customers. Preventive maintenance (PM) and service history documentation is available upon request. Please contact your local Stryker representative with questions. Stryker Corporation or its divisions or other corporate affiliated 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 Mkt Lit-1630 03 JUL 2018 Rev B