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03/17/2021 Agreement 8 .. Kevin Madok, CPA t ..... Y Clerk of the Circuit Court& Comptroller—Monroe County, Florida DATE: March 20, 2021 TO: Chief James Callahan Fire Rescue/EMS Cheri Tamborski Executive Administrator FROM: Pamela G. Hance 4 LC. SUBJECT: March 17111 BOCC Meeting Attached is an electronic copy of die following item for your handling: CI6/112 Purchase of 4 life Pak 15's from, sole source provider, Stryker using EMS Grant Funds accumulated over the years and additional MCFR budgeted funds. The cost for each Life Pak IS is S18,36.5.00. With the addition of accessories and ProCare senices, the total --purchase cost is 878,845.60, for a total of 4 life Pak I5's per die attached Purchase Quote. A total of S6.5,139.72 will be EMS Gran funds;with the remaining$13,70.5.88 from MCFR budgeted funds. Should you have any questions please feel free to contact me at (305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 330; 305-294-4641 305-289-6027 305-852-7145 305-852-7145 stryker V1V4 Monroe County FR Quote Number: 10308760 Remit to: Stryker Medical P.O. Box 93308 Version: 1 Chicago, IL 60673-3308 Prepared For'. MONROE CTY FIRE RESCUE Rep: Alex Eidson Attn: Email: alex.eidson@stryker.com Phone Number: Quote Date'. 01/08/2021 Expiration Date'. 09/08/2021 Delivery Address End User-Shipping- Billing Bill To Account Name: MONROE CTY FIRE RESCUE Name: MONROE CTY FIRE RESCUE Name: MONROE CT FIRE RESCUE Account #: 1323582 Account #: 1323582 Account #: 1323582 Address: 490 63RD STREET OCEAN E Address: 490 63RD STREET OCEAN E Address: 490 63RD STREET OCEAN E MARATHON MARATHON MARATHON Florida 33050 Florida 33050 Florida 33050 Equipment Products: l•. (Pmdua ;DataiptIon 1 '"t Qty l*sliPrlp • ATnW 1.0 99677-001957 LIFEPAK 15 V4 Monitor/Defib- Manual&AED,Trending, 4 $18,365,00 $73,460.00 Noninvasive Pacing, Sp02,SpCO, NIBP, 12-Lead ECG, EtCO2, BT. Ind at N/C: 2 pr QC Electrodes (11996-000091) &1 Test Load (21330-001365)per device, 1 Svc Manual CD (26500-003612) per order 2.0 41577-000288 Ship Kit-QUIK-COMBO Therapy Cable; 2 rollsloomm 4 $0.00 $0.00 Paper; RC-4, Patient Cable,4ft.; NIBP Hose, Coiled; NIBP Cuff Reusable,adult; 12-Lead ECG Cable,4-Wire Limb Leads, 5ft; 12-Lead ECG Cable,6-Wire Precordial attachment Equipment Total: $73,460.00 ProCare Products: • Product !DM41PMan 1! ` I Qt' ISW prig 11•aal • 3.1 78000012 ProCare LIFEPAK 15 Prevent Service: Annual onsite 4 $1,346.40 $5,385.60 preventive maintenance inspection, Unlimited ship in repairs including parts, labor and travel with batteries for LIFEPAK 15 V4 Monitor/Defib- Manual&AED, Trending, Noninvasive Pacing, Sp02, SpCO, NIBP, 12- Lead ECG, EtCO2, BT. Incl at N/C: 2 pr QC Electrodes (11996-000091)& 1 Test Load (21330-001365) per device, 1 Svc Manual CD (26500-003612) per order ProCare Total: $5,385.60 Price Totals: Grand Total: $78,845.60 Prices: In effect for 60 days. Stryker Medical-Accounts Receivable-accounurecu,able'asn her corn-P0 BOX 93308-Chicago,IL 606 73-3 3 08 Stryker V1V4 Monroe County FR Quote Number. 10308760 Remit to': Stryker Medical P O. Box 93308 Version: 1 Chicago, IL 60673-3308 Prepared For: MONROE CTY FIRE RESCUE Rep: Alex Eidson Attn: Email: aiex.eidson@stryker.com Phone Number: Quote Date'. 01/08/2021 Expiration Date: 04/08/2021 Terms: Net 30 Days Ask your Stryker Sales Rep about our flexible financing options. BOARD OF CO -. c OF MONROE ATTEST KEVIN MADOK,ClCI:- +y/:. lit COUNT}". driaOr: /1 .. /rV - /c-q c/J`(^lr �(Il����i1/.0 A(�jx CI:- , 4 3�17/21 By: Mayor Michelle Coldiron As Deputy Clerk NROE COOT ATTORNEY A�I,'RWE FORM BOARD OF GOVERNORS OF FIRE .C<J+,e `Y AND AMBULANCE DISTRICT I OF PED O B MON$QE RN COUNTY,FLO// IDA ASSIST NTY ATTORNEY /�J Date 3/19/21 Mayor/Chairperson a ea N O O r Cr; 2 Stp-ker Medical-Accounts Receivable-accounlsrecen ableru stn ker coin-PO BOX 93308-Chicago.IL 60673-3306 Stryker Quote#10308760 Deal Consummation:This is a quote and not a commitment This quote is subject to final credit, pricing,and documentation approval. Legal documentation must be signed before your equipment can be delivered. Documentation will be provided upon completion of our review process and your selection of a payment schedule. Confidentiality Notice: Recipient will not disclose to any third party the terms of this quote or any other information,including any pricing or discounts, offered to be provided by Stryker to Recipient in connection with this quote,without Stryker's prior written approval, except as may be requested by law or by lawful order of any applicable government agency. Terms: Net 30 days. FOB origin.A copy of Stryker Medical's standard terms and conditions can be obtained by calling Stryker Medical's Customer Service at 1-800-Stryker. 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 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. 3 ADDENDUM to Stryker Quotation Referenced Above(Feb 2020) TERMS AND CONDITIONS General Terms for all Products,Services and Software Subscriptions. Stryker Sales Corporation, acting through its Medical Division ("Seller")accepts Buyer's order expressly conditioned on Buyer's assent to the terms set forth in this document. Buyer's order and acceptance of any portion of the goods,services or subscriptions shall confirm Buyer's acceptance of these terms. Unless specified otherwise herein,these terms constitute the complete agreement between the parties. Amendments to this document shall be in writing and no prior or subsequent acceptance by Seller of any purchase order,acknowledgment,or other document from Buyerspecifying different and/or additional terms shall be effective unless signed by both parties. Pricing. Pricing for the products and/or services is as set forth in Seller's quote. Unless otherwise indicated on Seller's invoice, prices do not include, and Buyer is responsible to pay,freight insurance, freight forwarding fees,taxes,duties, import or export permit fees,or any other similar charge of any kind applicable to the goods and services.All applicable sales, use,value added,excise and all other federal,state, local or foreign taxes will be invoiced in addition to the price of the goods and services unless Seller receives a copy of a valid exemption certificate from Buyer prior to delivery. Discounts may not be combined with other special terms,discounts,and/or promotions. Payment. Payment for goods and services shall be subject to approval of credit by Seller. Unless otherwise specified by Seller in writing,the entire payment of an invoice is due thirty(30)days after the invoice date for deliveries in the USA,and sight draft or acceptable(confirmed) irrevocable letter of credit is required for sales outside the USA. Limitation of Interest.Through the purchase of Seller products,services,or subscriptions, Buyer does not acquire any interest in any tooling,drawings,design information,computer programming, patents or copyrighted or confidential information related to said products or services,and Buyer expressly agrees not to reverse engineer or 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,labordisputes,the requirements of any governmental authority,iwar,civil unrest,terrorist acts,delays in manufacture,obtaining any required license or permit,or Seller's inability to obtain goods from its usual sources. Warranty.Seller warrants its products and services in accordance with the terms of the limited warranties located at https://www.strykeremereencycare.com/elobalassets/assets/general- documents/device warranty statement.pdf.The remedies provided undersuch warranties shall be Buyer's sole and exclusive remedies.Seller makes no other warranties,express or implied,including, without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL,SPECIAL OR OTHER DAMAGES. Compliance with Confidentiality Laws. Both parties acknowledge their respective obligations to maintain the security and confidentiality of individually identifiable health information and agree to comply with applicable federal and state health information confidentiality laws. Compliance with Law.The parties agree to comply with any and all laws, rules, regulations, licensing requirements or standards that are now or hereafter promulgated by any local,state, and federal governmental authority/agency or accrediting/administrative body-that governs or applies to their respective duties and obligations hereunder. Regulatory Requirement for Access to Information. In the event 42 USC§ 1395x(v)(1)(1) is applicable, Seller shall make available to the Secretary of the United States Department of Health and Human Services,the Comptroller General.of the United States General Accounting Office,or any of their duly authorized representatives,a copy of these terms,together with such books, documents and records as are necessary to certify the nature and extent of the costs of the products and services provided by Seller. No Debarment. Each party represents and warrants that neither it nor any of its directors,officers,and employees: (a)are currently excluded,debarred,or otherwise ineligible to participate in the Federal health care programs as defined in 42 USC§ 1320a-7b(f);(b) have not been convicted of a criminal offense related to the provision of healthcare items or services;and (c) are not under investigation which may result in such party being excluded from participation in such programs. Choice of 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. Proper Reporting. Buyer will comply with all applicable laws and regulations relating to the accounting and application of discounts,including but not limited to all Federal and State laws and regulations regarding reimbursement and proper reporting of discounting and pricing,such as the requirements of the discount"safe harbor" located at 42 C.F.R. 1001.952(h). Pricing under this Agreement may constitute discounts on the purchase of Products,and must be properly reported and appropriately reflected as required by law or contract, including on all applicable Medicare,Medicaid and state agency cost reports. Insurance.Seller will maintain adequate general liability insurance, including coverage for Products and completed operations, and workers compensation and employer's liability insurance against any claim or claims,which might arise out of Seller's performance of its obligations hereunder. Seller has the right to self-insure to comply with this requirement.When requested by Buyer,Seller will furnish an insurance certificate signed by an authorized agent evidencing such insurance coverages. Confidential Information.The parties hereto shall hold in strictest confidence any information and materials that are related to the business of the other party hereto or are designated by any such party as proprietary and confidential, herein or otherwise("Confidential Information"). The parties hereby covenant that they shall not disclose such Confidential Information to any third party without prior written authorization of the party to whom such information relates. The parties agree that any breach or threatened breach of this clause would cause irreparable harm to the other party,that a remedy at law may be inadequate to remedy such a breach or threatened breach,and that this clause may be enforced by way of a restraining order or injunction in addition to any other available legal remedies. Additional Terms for Purchase and Sale of Products, In addition to the General Terms above,the following terms apply to all purchases of products from Seller: Delivery. Unless otherwise specified by Seller in writing,delivery shall be FOB Seller's point of shipment and title and risk of loss shall pass to Buyer at that point. Partial deliveries may be made and partial invoices shall be permitted and shall become due in accordance with the payment terms. In the absence of shipping instructions from Buyer,Seller will obtain transportation on Buyer's behalf and for Buyer's account. Delivery dates are approximate. Freight is pre-paid and added to Buyer's invoice. Products are subject to availability. Inspections and Returns.Within 30 days of receipt of a shipment, Buyer shall notify Seller of any claim for product damage or nonconformity. Seller,at its sole option and discretion,may repair or replace a product to bring it into conformity. Return of any product shall be governed by the Returned Product Policy located at https://www.strykeremereencycare.com/retturn-policv/. Payment of Seller's invoice is not contingent on immediate correction of nonconformities. Buyer agrees that 30 days following receipt of shipment is a reasonable time frame within which to diligently inspect the products received and provide notice to Seller,and Buyer waives any right to reject the shipment or revoke acceptance thereafter. No Resale. Buyer agrees that products purchased hereunder will not be resold to third parties and will not be reshipped to any persons or places prohibited by the laws of the United States of America. Additional Terms for Purchase and Sale of ProCare Services. In addition to the General Terms above,the following terms apply to all ProCare Service Plans. Service Plans.Seller shall provide services according to the applicable Service Plan purchased by Buyer and described at httns://www.strykeremereencycare.com/service--support-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- rated accordingly. Device Inspection Before Acceptance.All devices that are not covered under Seller's Limited Warranty or a current Service Plan must be inspected and repaired (if necessary)to meet specifications at then- current list prices prior to being covered under a Service Plan. Scheduling;Unavailability of Covered Equipment.Service inspections will be scheduled in advance at mutually agreed upon times for such period of time as is reasonably necessary to complete the services. If Covered Equipment is not made available at a scheduled service visit,Buyer is responsible to reschedule with the Seller Service Technician,or ship-in the Covered Equipment to a Seller service depot. Seller reserves the right to charge Buyer a surcharge for a return visit.Surcharges will be based on then-current Seller list price of desired services, less 10%for labor and 15%for parts, plus applicable travel costs.The return visit surcharge will be in addition to the subscription price of the Service Plan.To avoid the surcharge, Buyer may ship devices to a Seller service depot. Buyer shall be responsible for round-trip freight for ship-in service. Unscheduled or Uncovered Services. If Buyer requests services to be performed on Covered Equipment which are not covered by a Service Plan,or are outside of designated Services frequency or hours,Seller will charge Buyer for such services at 10%off Seller's standard rates (including overtime, if appropriate) and applicable travel charges. Repair parts required for such repairs will be made available at 15%off the then-current list price. Operation Maintenance.Seller's services are ancillary to and not a complete substitute for the requirements of Buyer to adhere to the routine maintenance instructions provided by Seller, it's equipment and operations manuals,and accompanying labels and/or inserts for each item of Covered Equipment. Buyer's appropriate user personnel should be entirely familiar with the instructions and contents of those manuals,labels and inserts and implement them accordingly. Loaners. If Covered Equipment must be removed from service to complete repairs,certain Covered Equipment may be eligible for a loaner device, if one is available. Buyer assumes complete responsibility for the loaner and shall return the loaner to Seller in the same condition as received, normal wear and tear exempted, upon the earlier of the return of the removed Covered Equipment or Seller's request. Cancellation. Buyer may cancel a Service Plan upon ninety(90)days'written notice to Seller. In the event of such cancellation, Buyer shall be responsible for the portion of the designated price which corresponds to the portion of the Service Plan subscription prior to the effective date of termination and the list-price cost of any preventative maintenance, inspections,or repairs rendered after the last anniversary date of 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. 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: LIFELINKcentral Services.Seller shall provide services according to the applicable LIFELINKcentral AED Program Manager purchased by Buyer and described at httP://www.strykeremereencycare.com/service--seaport-overview/lifelink-central/for the length of the subscription purchased. Buyer's Duties. Buyer shall: • Take reasonable steps to notify building occupants and guests of its emergency response program and how to access it including initial and periodic email reminders,signage and visible placement of AED devices in facilities. • Use AEDs and/or other medical equipment in accordance with the standing orders, protocols or other instructions as may be provided by Seller whether in written form or otherwise (e.g. instructions from a licensed physician) and assure that AEDs are used and maintained according to the applicable manufacturer's labeling and instructions. • Notify Seller within 24 hours after an AED is connected to a person—even if a shock is not delivered (an "Event") and keep records of the Event for one year.Buyer shall assist Seller in its review of all Events,and provide Seller with information it reasonably requests regarding such Event. • Notify Seller immediately when an AED is in need of service. • Provide Seller with all information that Seller reasonably requests in connection with Seller's performance of medical authorization and direction services for Buyer. • Notify Seller as soon as possible after a material change in the information submitted to Seller as part of this Agreement. Training Requirements. Buyer understands that Seller recommends potential users of AEDs participate in a nationally recognized AED training session. Buyer understands that such training may be required by the state in which the AED is located in order to receive limited immunity from civil liability under Good Samaritan laws. Seller can provide names of nationally recognized training organizations. Good Samaritan Laws. Good Samaritan protection varies from state to state. Under certain situations, Good Samaritan Laws protect individuals from liability where they render first aid in good faith to persons in need without compensation.Seller makes no representation or warranty that Good Samaritan Laws will protect Buyer and/or its employees or agents. It is up to Buyer to make this assessment. Additional Terms for Purchase and Sale of Software Licenses and Software-as-Service. In addition to the General Terms above,software and software-as-service is licensed(not sold) pursuant to the following terms: Licenses. Upon full payment,Seller will grant to Buyer the licenses to the software and/or software-as- service ordered by Buyer according to the applicable End User License Agreement or Software-As- Service Agreement. The duration of each license is the term of the subscription purchased by Buyer. Additional Terms Regarding Wireless-Enabled Devices. In addition to the General Terms above,the data services provided by a third party are pursuant to the following terms: i Payments. Payments to Seller are non-refundable as they are incorporating into the pricing of the connected devices. Geolocation.Buyer is responsible for maintainingthe actual location of the devices within their facilities, property or buildings. Not Wireless Provider. Seller has contracted with an outside data services provider for the provision of services on behalf of Buyer. Seller is not a telecommunications services company nor does it possess any telecommunications personal property. Security.Buyer has the sole responsibility for ensuring the security of its network and data. Buyer will take reasonable measures to protect against unauthorized access. No Guarantee. SELLER DOES NOT GUARANTEE SECURITY,UNINTERRUPTED DATA SERVICES,THE ACCURACY OF GEOLOCATION SERVICES,NETWORK TRANSMISSION CAPACITY,COVERAGE OR THE INTEGRITY OF THE DATA TRANSMITTED.Seller Is not responsible for any consequential damages caused in any way by Buyer's hardware,software,network or other Buyer responsibilities. SECOND ADDENDUM to Quote #10308760 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 parry to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other parry 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 parry relative to the enforcement or interpretation of this Agreement, the prevailing parry shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing parry, 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 Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 11) Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 12) No Solicitation/Payment. The County and Stryker warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it,to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission,percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, STRYKER agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission,percentage, gift, or consideration. 13) 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 parry, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. Stryker is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, Stryker is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records,provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of Stryker or keep and maintain public records that would be required by the County to perform the service. If Stryker transfers all public records to the County upon completion of the contract, Stryker shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Stryker keeps and maintains public records upon completion of the contract, Stryker shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify Stryker of the request, and Stryker must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If Stryker does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. IF STRYKER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, BRADLEY-BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12th STREET, SUITE 408, KEY WEST, FL 33040. 14) Non-Waiver of Immunity. Notwithstanding the provisions of Sec.768.28,Florida Statutes, the participation of the County and Stryker in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 15) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County,when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial 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. 17) Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and Stryker agree that neither the County nor Stryker nor any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 18) Attestations. Stryker agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 19) No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 20) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 21) Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 22) Mutual Review. This agreement has been carefully reviewed by Stryker and the County, therefore this agreement is not to be construed against either party on the basis of authorship. 23) Indemnification/Hold Harmless. Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Stryker shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine,penalty or business interruption, and(iii)any costs or expenses (including,without limitation, costs of remediation and costs of additional security measures that the Federal Aviation Administration, the Transportation Security Administration or any other governmental agency requires by reason of, or in connection with a violation of any federal law or regulation, attorneys' fees and costs, court costs, fines and penalties)that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any negligent acts or willful misconduct of Stryker or any of its employees, agents, contractors or other invitees on the Airport during the term of this Agreement, or (B) Stryker's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions, including but not limited to improper maintenance of the system or runway and/or improper use or misuse of the system, of the County or any of its employees, agents, contractors or invitees (other than Stryker). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this lease or any earlier termination of this Agreement. In no event shall liability exceed the value of the contract.