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Item H1
H.1 County f � .�� ",�, 1 BOARD OF COUNTY COMMISSIONERS Mayor Craig Cates,District 1 Mayor Pro Tem Holly Merrill Raschein,District 5 The Florida Keys Michelle Lincoln,District 2 James K.Scholl,District 3 David Rice,District 4 County Commission Meeting May 17, 2023 Agenda Item Number: H.1 Agenda Item Summary #12098 BULK ITEM: No DEPARTMENT: Emergency Services TIME APPROXIMATE: STAFF CONTACT: James Callahan (305) 289-6088 N/A AGENDA ITEM WORDING: Approval by BOG of First Amendment to Agreement with Stryker for ProCare support services for existing LUCAS and LifePakl5 equipment for an additional 2 year term to commence on June 15, 2023 and expire on June 14, 2025 and approval for the Fire Chief to execute any additional documentation. ITEM BACKGROUND: Currently, Stryker provides ProCare preventive maintenance and inspection services for Monroe County Fire Rescue's existing medical LUCAS and LifePakl5 equipment. The existing Agreement with Stryker for this service expires on June 15, 2023. In view of the foregoing, MCFR is requesting approval to renew ProCare services for an additional two (2) year period to commence on June 15, 2023 and expire on June 14, 2025. Stryker is a sole source provider of the ProCare support services (sole source memo attached). PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: Contract Renewal of Stryker ProCare Support Services for LUCAS and LifePakl5 Devices STAFF RECOMMENDATION: Approval DOCUMENTATION: First Amendment to Stryker Agreement and Supporting Documentation Stryker(formerly Physio Control) Annual ProCare Services Renewal 09.30.21 - 06.15.23 Fully Executed Version 2022 05 COI Stryker Signed exp 2 12024 FINANCIAL IMPACT: Packet Pg. 1562 H.1 Effective Date: 06/15/23 Expiration Date: 06/14/25 Total Dollar Value of Contract: Approximately $118,961.64 Total Cost to County: Approximately $118,961.64 Current Year Portion: $59,030.82 Budgeted: Yes Source of Funds: 101-11001-530310 SC_00036; 141-11500-530310 SC_00036; 404-63100 SC_00036 CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: N/A If yes, amount: N/A Grant: N/A County Match: N/A Insurance Required: Yes, attached Additional Details: N/A $59,030.82 each year for a total of$118,061.64 over the 2 year period 06/15/23 141-11500 - FIRE& RESCUE CENTRAL $74,378.84 ProCare Support Services (63%) 06/15/23 101-11001 - MEDICAL AIR TRANSPORT $37,779.72 ProCare Support Services (32%) 06/15/23 404-63100 - FIRE& RESCUE KW AIRPORT $5,903.08 ProCare Support Services (5%) Total: $118,061.64 REVIEWED BY: Christina Cory Completed 05/01/2023 12:12 PM RL Colina Completed 05/01/2023 12:18 PM Purchasing Completed 05/01/2023 12:52 PM Budget and Finance Completed 05/01/2023 3:11 PM Brian Bradley Completed 05/01/2023 3:34 PM Lindsey Ballard Completed 05/02/2023 11:32 AM Board of County Commissioners Pending 05/17/2023 9:00 AM Packet Pg. 1563 H.1.a U 0 F[RST AMENDMENT OF AGREEMENT BETWEEN MONROE COUNTY AND STRYKER INC. THIS AGRE( MFNI is made and entered into this daN ofMay. 2023 betNNeen MONROE CL CL COUNTY, a political subdivision ofthe StateofFlorida, whose address is 1100 Simonton Street. Ke} West. Florida 33040. its successors and assigns, hereinafter referred to as "Count)," through the Monroe County Board Of County Commissioners ("BOCC") and the Board ofGovernors ofFire and Ambulance District I of Monroe County, Florida ("BOG"). 0- and STRYKER ("Contractor", formerly kno«n as Physio-Control, Inc.), a Michigan Corporation, to rene.\ the agreement bet%\een the patties dated Mai l8th. 2022. WHEREAS, on No\ember I. 2015, the patties entered into an agreement %%ith automatic ,- rene\\als thereafter until terminated, for the sole-source pre\'entative maintenance and inspection o ofexisting medical LifePak and LUCAS equipment, and WHEREAS, the agreement was most recently updated in November 2021 to reflect pricing and terms that are current through June 15, 2023, and 0 WHEREAS, the patties desire to continue the Agreement, under the same terms and conditions from the November 2021 Agreement, with the only change being updated pricing which will be valid through June 14, 2026, and 0 NOW, THEREFORE, in consideration of the promises. and other good and valuable consideration, the receipt and sufficienc} of«hich are herebN acknomledged, the Patties herebN agree as follo%4s: CL CL 1. Paragraph 1 of the November 2021 Agreement is amended to reflect the new pricing sheet and equipment list, Proposal 1D #: 230209092047, attached hereto as Attachment A. 2 All other terms and conditions of the Agreement entered into in November 2021, including Monroe County's Attached Addendum, not inconsistent herewith, shall remain in full force and effect. 0 (signatures on next page) E c� Packet Pg. 1564 H.1.a U IN WITNESS WHEREOF, the Parties have caused their respective duty authorized representatives to execute this Agreement on the date first written above. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: KEVIN MADOK,CLERK OF MONROE COUNTY,FLORIDA BY____. .- ____ MayorCraig Cates 0 WITNESS STRYKER -19 r� By: d,Pam.. ( 1 Q t - B Y' 0 Printed �p«,,, c c��"1t � Printed: Title:?cOc«or Title: C-0�� Pro(�M co Coa no,-kvr MONROE COUNTY ATTORNEY APPROVED AS TO FORM c� Christina C ry 0 ASSISTANT COUNT ATTORNEY �y Date:4/26/23 0 CL CL E 0 E E E c� Packet Pg. 1565 H.1.a IIIIP er,,,lm lCatlI�e Services stryker, in Sales Rep Name: Alex Eidson 3000 E„Centre Aw, L) ProCareServiteRep, Miguel Rodriguez Portage,M149009 Date. 2/9/2023 t) 0) ID# 230209092047 lS 0 ' �'U, '% ,,, 1 /1/,11 /d11,,ll.,i%1I1,. %1 ' (� . 111,1; �H, / U t PillingAccNum: Name: Shaina Moore 5%hipping Acct Num: 1323582 Titles Logistics � Ilscount Name Monroe County Fire Res('up Phone: 0 Account Address 490e63rd Email. moore•shaina@monroecounty•8.gov CL I Icy,Statezip Marathon FL 33050 /,, ,,,,.,,,,, r 'lralJlJ 61 .11llt rI',Il1.,1 .11 / %' II; , , ,16 11 %ai% ' J 1. r( 1,(lllla: III I rll,,l If l r !�l lltll, yl Ilr1 Item Model Model Description ProCare Program Qty Yrs f) No. Number 0 L- 1 LP15 LifePak 15 LP15 Prevent Onsite 21 2 CL 2 l„'XAS LUCAS LUCAS Prevent Onsite 10 2 t� MONA I MINIMUM. ,1l I �,. ��1�, Ym� � �/,�,�I)d ��i�Ilhl�K� L �III(�,� � 1. I� „� ly�1 I 7��o,1, a � LUCAS Prevent Onsite: IraroCare Lfl'"CAS-Ipreven[Service,Annual arnsibt preventive maintenance inspection and unlimited repairs including parts,labor and travel with battery c overage 0 LP15 Prevent Onsite: IN oCare Lffr7l FAK 15 Prevent Service:,Annual?msrte preventive maintenance lnspection and unlimited repairs including parts,labor and travel with battery tover:a;ge I„fnless othevwiu. stated on contract,payment is oxpeavc!upfreant Annual Payments $59,030.82 See below for complete payment schedule FINAL TOTAL $118,061.64 Start Date: 6/15/2023 End Dater 6/14/2025 0 f/ � 0 4/26/2023 Stryker Signature Deto Customer Signature Date 0 I CL The Terms and Conditions of this quote and any subsequent purchase order ofthe Customer are governed by the Terms and Conditions located at bttps;//techweb.stryker.com The terms and conditions referenced in th+r immediately pray ceAing sentence do not apply where Customer and Stryker are parties to a Master Service Agrew.meovan 9= Purchase Order Number This is not an invoice. A physical invoice will be mailed. Remit payment to: P.O.Sox 93308 Chicago,IL 60673-3308 If contract is over$5,000 lease send hard co y PO CO M NTS: Please email signed Proposal and Purchase Order to procarecoardinators@stryker.com. yker.com. All information contained within this quotation is considered confidential and proprietary and is not subject to public disclosture. —Quote pricing valid for 30 days. 0 '4 II'.;V�mUnb f 4 t�1 Packet Pg. 1566 H.1.a � I j2dlsi payment Ent Paid Prin.Remainin¢ balance < Starting Balance $ 118,061.64 U 6/1/2023 S 59,030.82 S S 59.030.82 $ 59,030,82 6/1/2024 S 59,030.82 $ - S $ - L- 12 U) 0 U 0 i i u 0 L- CL 4- 0 0 E U 0 L59 0 i i L59 0 E E 881 E U Packet Pg. 1567 H.1.a LO Item i Model Serial Number No Program f) 1 LP15 43522760 LPIS Prevent Onsite 2 LP15 43528022 LPIS Prevent Onsite 12 3 LP15 44555227 LP15 Prevent Onsite ggy 4 LPIS 44556666 LPIS Prevent Onsite U 5 LPIS 46732688 LPIS Prevent Onsite 6 LPIS 46732941 LPIS Prevent Onsite 7 LPIS 47952189 LP15 Prevent Onsite 8 LPIS 48146927 LPIS PreventOnsite 0 CL 9 LP15 48147284 CL LP 1 S Prevent Onsite „, 10 LP15 40805118 LP1S Prevent Onsite IL LPIS 48839133 LPL 5 Prevent Onsite 12 LPLS 48843278 LPIS Prevent OnAte M 13 LPlS 48847178 LP15 Prevent Onsite 0 14 LPt5 48847335 LPIS Prevent Onsite CL LS LPIS 48968141 LP15 Prevent Onsite 16 LPIS 49372574 LP15 Prevent Onsite 17 LPIS 49372708 LP15 Prevent Onsite 18 LPIS 4937274E LPIS Prevent Onsite 4- 19 LPIS 49372755 LP15 Prevent Onsite 0 20 LPIS 49659676 LPIS Prevent Onsite C0 21 LPIS 496S9709 LPIS Prevent onsite 22 LUCAS 3522AU81 LUCAS Prevent Onsite 23 LUCAS 3522AU80 LUCAS Prevent Onsite 24 LUCAS 3522BA17 LUCAS Prevent Onsite 25 LUCAS 3522BA18 LUCAS Prevent Onsite 26 LUCAS 352IZ76S LUCAS Prevent Onsite 27 LUCAS 3SZIZ767 LUCAS Prevent Onsite 28 LUCAS 352IZ768 LUCAS Prevent Onsite 29 LUCAS 352IZ770 LUCAS Prevent Onsite U 30 LUCAS 3518D476 LUCAS Prevent Onsite 0 31 LUCAS 3518D477 LUCAS Prevent Onsite L59 0 CL CL L59 t81 E U Packet Pg. 1568 H.1.a As of March 2020 Stryker U LIFEPAK® 15 service U) Stryker has been notified by our global parts providers that some components used on certain LIFEPAK 15 monitor/defibrillator models(Part 0 Numbers beginning with V15-21 are no longer available in the market.Service on the LIFEPAK 15 with Part Number beginning with v15.5 or v15 J y is unaffected. Stryker will continue to offer service support for this subset of the LIFEPAK 15 as follows: 0 CL CL •All service parts with available inventory can be purchased by our end users 'Transactional service(time and material)is available for non-contract customers o If a component has failed on your device,your local Sales Representative should be contacted for support 0- CL Contractual service o Stryker will continue to offer contractual service on a yearly basis only , o,Preventive maintenance will continue to be done on devices less than eight(8)years old After this point,we will cease to 4- conduct preventative maintenance and shift to device inspections o If a component fails on your device,please contact your local Sales Representative for support.A pro-rated credit for any pre paid service will be provided should a unit become non serviceable due to part availability It is important to note that the LIFEPAK 15 has an expected life of eight(8)years from the date of manufacture.If you are uncertain of the manufacture date of your products,please contact your local Sales Representative for a full fleet assessment. . We want to ensure the highest quality products and services for our customers As such,it is important to know that Stryker is the only FDA- approved service provider for our products.We do not contract with third party service providers,nor will we be providing them with any additional parts for these repairs. As such,we cannot guarantee the safety and efficacy of any device that is repaired by a third party service agency, 0 CL CL 0 E E E Packet Pg. 1569 H.1.a SERVfGEAGREEMENT—iu1GDrn@ CGun�Fire�TResC—U—e[Februery 2020) )anusry31,202t•PropFW— 701222113109 L) Thisdocumeotsetsrarth the entireProductServic bnAgreemeat("AgmamenfP)between Stryker$des Corporations through Its MedicalDlvislan,herein and aRerreFetred toas'SUyWan4Monrm0muntjrRm&mason`herein and attm rehrred to as thoCustomer.Thts Is the entire Agreement sad no otheroral modification$are valid,This Agreementshall remain In effectudess eaneeledormodifledby eltherpartyaccatdingtpthe fohowingterms and cvndldons. 12 U) 0 U L SERVICE COVERAGEAND TERM y Strykersball provide to Customertheservlces(the"Servlces7 as defined onPage I of thestrykerProposal as the equipment PraCam Program(hereinaRereach,a'Semice Plan').The equipment covered under acid service Plan is set forth on ExhlbltA to the Proposal(the'2golpmmrC).The Services and Service Plan are andklaryto and note complete substitute fortheregulrementsoKustomerto adhere totheroutiaemalntenanceiostrucdonsprovidedbyStryker ltsequipmentandoperationsmanuaL%and accompanying labels and/orinsertsforth*Equipment.CuStomercovenantsandagrees that its personnel will fallowthe Instructions and contents ofthoso manuals.12be4and 0 inserts.Wben Equlpmentoracompoamt is replaced,the item provided lareplacement will be the Customer's property(IfCustomerowns the Equipment)and the repheed Item will be St cesproperty.TheServ[ctPiancoverage.termstartdateandpriceoftheServlcesappearontheser-AcePlan. 2. EQMPMENTSCHEDULECHANGES L) Daring theterm oftheAgreemeot and upon each patty's written consent,addlOonal Equipment maybe included in the ExbibitA.AB additions are subject tothe terms and 0 condidonscornalned herein.Strykershall adjustthecharges and modlfy EAlbit A to re0eettheadditior 3. INSPEC IONSCHEDULING Service Inspections wMbe scheduled Inadvance ata mutuallyagreed upontime forsudsperiod oftime ails reasonably neeessarytocomplete theServices.Equipment not made evellable attheepeclfled d nswillbeservlced ottbe nod scheduledservtse Inspection unless specigearrangements are made with Stryker.Socharrangementswlll Include travel and otherspecialchargesatStryker's then current rates. 0 4. INSPECTIONACTIVITY Oa each scbeduledservlce lnspectioa.SwAar'sService Representative will inspecteachavailableltem orEquipmentasrequiredin accordance with Stryker'sthencurreat Maintenance procedures Iftherelsan disc n or uestionsanlhenumberorins ecdons, rlce,orE ui ment S May amendtbb Pr Y � cY q p P 9 P �Q Y Agreement." 9. CUSTOMEROBLIGATIONS 0 Customer shall use commerclallyreasonable efforts to cooperate with Stryker In connection with Strykees performance*(the Services.,Customer understandsand acknowledges that Strykeremployees will not provldesurgicalormedlcal advice,will notpractite surgery or medtdne,will notcomein physical contact with the patient,will not enterthe'sterge Iteld'at anytime and will notdirett equipment orinstroments that come In contactwlth the patient duringsorgery.Customer's persannelwlE refrain from requesting Sttykeremployees to take anyacdant lit violationof these requirements Orin violation ofapplicable laws,rules orregulatlons,Custamerpolicles,orthe patient's informed consent.A refusakbyStrykeremployees to engage In such activitles shall notbe a breach ofthis Agreement,Customercensents to the presence ofStryker employees lnitso eratinil rooms,whereaPPiicable,lnorderror5> rto providegervioesunderthisAgree mentmdrepresentathatltw111obtalnallnetessarynsentsfom U 0 patients. Cf9 6. SERVICEINVOICING Invoices willbe sent onthe agreed payment method.All prices are exclusIveol'stateand local us%sales orsilmdar taxes.In states anessing upfront sales and use tax Customer's 0 payments beadjusted to include aU paym applkable,sales andusetaxamurdard over the Service Plan term using a rate that preserves for Stryker,ttsaltlllatesand/or assigns,the Intended economic yield forth@ transaction described In thlsAgreemeni Allinvotces Issued underthis Agreement are to be paid within thirty(30)days of tine date ofthe invoice.Failure to comply withNet30 Day terms will constitute breach ofcontractand future Service will onlybe made on a prepaid orCOD basis,or until the previous obligation is satlslled.arboth.Strykerreserves tba rlghLwith no llabilityto Stryker to cancel anycontraat on the baste ofpaymentdefault rarany previous equipment or service provided byStryker cranyofits aiRliato. 7. PRiCECHANGES E TheServite prices specified herein are those in effect asefthedateofacceptanceafthlsAgreementandwi0 conUnue in efeetthroughoutdte term oftheServieePlan, Cf9 B. INITIAL INSPECTION ThlsAgreement shallbe applicable onlyto such Equipment as listedla Exhibit A,which hasbeen determined by aStrykers Representative to be In good opemdngcondltion uponhls/herintttallnipectlon drereof. 9. OPERATIONMAtic'TENANCE 0 Strykees Services are andllary W and not a complete substitute forthe requirements of Customer to adhere to the routine maintenance instructions provided byStryker,lei Equlpmentand operations manuals,andaccampanying ltbelsand/orluserts fareach ltemolSquipmouL Cuttomen's approprLate userpenonoelshouldbeentirely famlllarwith the Instructlonsand contents ofthose manual&lsbelsand Insemand Implement themaceordingly. 10. SERVICE PLAN WARRANTY AND LIMITATIONS Strykerrepresents andwarmnts thatthe Services shallbe performed Ina workmanlike manner and with professional dUigenceand sldltServices will complywlth allapplicable laws and regutatlorm During the term of theService PlamStrykerwill malntalnthe Equipment in good working condition.Notwithstanding any otherprovlsion afthks Agreemm theService Plan does notlnclude repairs arotherservices made necessarybyarrelated to,the followlnc(I)abnormal wear ordamage caused by misuse orby failure to perform normal and routine maintenance as setout to theStrykermaintenance manual oroperedng Instructions.(2)accidents(3)catastrophe(4)acts afgod(S)any LL malfunction resulting from faultymaintenam,improper repair,damage and/oraltervtlonbynon itrykerauthodzedpersonnel(6)Equipmentonwhichanyor[gmalserial ; numbersorotheridentlRcatlon marks have betn removed ordestroyed;or(7)Egulpmeatthathas been repalredwl th any unauthorized arnou-Strykercompontrim Inaddidon, In order be ensure safe operation of the Equipment onlyStrykeraccewdes sbouldbe usedStrykerreserves the right to Invalidate the Service Plan if Equipment Is used with accessories notmanufactured bystryker, TO THE FULLEST 9MKTPERMIT=BYLAW„THE EBPRESSWARRANTiES SET FORTH INTHISSECTIONARETHEONLYWARRANTIFSAPPLICABLETOTHESERVICESAND cy ARE EXPRESSLY IN LIEU OFANT OTHER WARRANTY BYSTRYKER,EXPRESSED OR IMPLIED,INCLUDING,BUT NOT LIMITED TO.ANY IMPLIED WARRANTY OF r0 MERCHANTABILITV,NONINRUNGEMENTORFITNESS FORAPARTICULARPURPOSE, Packet Pg. 1570 H.1.a 141, WAIVER8XCLUSIONS Ne failure to exerciseand rLodelaybyStryker in exercistnilany right powerorprivilephereundershall operate ass waiver thembENO waiver ofany breach ofanyprovisionby Strykershallbe deemed tubes walverbyStrykerofanyprecedingorsucceedlsgbreachofthesameoranyotherprovislon.Noectensionoftlmeby Stryker rorperformartoof ®l anyobligatlonsorother acts hemunderorunderanyotherAgreementsballbedxmedwbean extension oftimeforperform acesofanyother obligations cranyotheraetsby Stryker. 2 U) 0 14. LIMITATIONOFLIABILITY U EXCEPTPORTHIRD PARTY DAMAGES RELATED TO STRYKER'S INDEMNITY OBLIGATIONS UNDERSECTION 18,STRYKER'S I UBILMARISING UNDERTHISAGREBMENT WILL NOTESCEED THEAMOUNT OF SERVICE FEES PAID DURING THETWELVE(12)MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.IN NO INSTANCE WALL STRYKER BELIABLETO CUSTOMER FORINCIDENTAL,PUNITN$SPECIAL,COVER,EXEMPLARY,MULTIPLIED ORCONSEQUENTIAL DAMAGES OR ATTORNEYS'FEES OR COSTSFORANYACnONS UNDEROR RELATED TOTHISAGREEMENT. CL CL tL INDEMNIFICATION Stryker shall lndemalfy and hold harmless Customer from any lossordamage broughtbya third party which Customer may sulfer directl yas a resul tafthegross negligence or willful misconductofStrykerorltsemployeesoragentsInthecourseofprovldingServices.TheforegoinglndemnlBationwillnotapptymanyllabllityarisingfrom:(Qaninjury ordamage due to thenegligence ofony person otherthanStryker'samployaeoragent;(11)the failure of any person other than Stryker's employee or agent to followany () Instnutionsoutlinedinthelabeling,manual,and/orinstmetionsforuseofthe Equipment,(ilgtbeusaafanyequipmentorpartnotpurchasedfmmStrAWroranyequlpmeM 0 oranypart thereofthathasheen"Rued altered orrepalredby any parson otherthan Strykees employee or agent;or(iv)any actions taken orornissions madebyanyStryker CL empl oyeo whtl a undertha direed on ercontml ofLustomeez smff.To the extent set forth In FS.760.Zit,Customer ogre"to hold Stryker harmless from and lndemnlfyStryker foranycUims orlosses arinfurles arisingfrom(f)•(iv)above resulting from Customers ofits employeeeoragents'actions. 14. TERM ANDTI7lMINATION TheAgreementshallcommenceon the dalndkatedonthefirstSetvlcePlanenteredintobetweenthepartiesandalhallcontinueuntilStrykerceasestoprovideServicesorthe 0 u Agreemeot is cancel edbyehherporrybygiving a ntnety(90)days priorwritten nadca ofaoy such caaeellation to theotherpariy.IfthisAgmement is ancdedduringarbefore the expiration date oftireAgseemant CustomerwlU owe for the months covered up to thecanceWon date of theAgmement and for any parts,labor,and travel charges, required to maintain Equipment,eaeeedingthatalreadypaidduringtheAVeament In the event Customerhaspre-paldforthe services hereunder,atrytmusedamountasofthe date ofwtceuatioa shallbereturnedto the Customeron a pro-tarts.basis I& FORCEMAjEURE � Ct Except forCustomers paymentobligations,which may only be delayed and not mccused entirely,neltherparty to this Agreement will bellabl,for anydelayorfailure of parforntance thatis the result ofanyhappening creventthat could notreasonablyhavebeenavoldedorthat is otherwise beyond its control„provided thatthe partyhindered or delayed Immediately notlEestheotherpartydescriblog the circumstances causing delay.Such happenings orevents will Indade,butnotbe limited to,terrorism,acts ofwar, riets.clrii cilsorder rebelBons,Erb Rood,earthquake,exploslom action ofthe elements,acts ofGod,lnabWty to obtain orshortageofmatertal,equipmentortramportation. gm mm@rLUdorders,resuleUces,priorittesorrationbng,accldentsandsbikes,Lpdmutsorotherlabortroubleorshomge U Ct 16. INSURANCE REQUIRHMBNTS Stryker Insurance coverage the termoftheA ement. 1 commercial eneralltabtlti cove MrY erg all g gn () E ty rage Including coverage forproductsand � completed operations liabOlty,wuh minimum limits of S1,000,000,00 paroccurr enre and S2.000,000.00 annual aggregate applying to bodily lalury,personal injury.and propertydamage;(ir)automobile liability Insurance withcombfned singlelimitsof$1,000,000.00 forowned,hired,and non•ownedvehiclas;and(Ito workers compensation Ct insurance as required byapplicebla law.At Costomees written request certificates of insurame shall be provided byStryker prlorto commencement ofthe Services stony CL promisesawned or operated by Customer.To theextentpermltted byapplicable laws and regulatlans,Strykcrshall be permitted to meettheabove requirements through a CL program o fs elf-Insurance. V. WARRA%WOFNON-EXCLUSION Each party represents and warrants thatas ofthe Effective DaWnetther It norackyofits employem are orhave been excluded terminated,suspended.ordebarredfromafederal orstatehealth care program orkom parcitlpationin any federal orstate prornurementornon.prawrementprograms.Bach partylurtherrepreseats that no ford adverseaetion bythcrederalorstategovernmenthasoccurredorls pending orthreateaedagalnsttheparty Rtsaffillates,or,toltslmowledge,agalnstanyemployerstryker,oragentangaged to provldeServices underthis Agreement Each partyalso representsthat If during the term*(this Agreement ltor any ofits employees becomes so excluded,terminated, suspended,ordebarredfromafedetalorstatehealthareprogramorhomparticipationinanyfederelorstateprocurementornon•procurementptvgmms,suchvrMpromptly �9 not*the otherparty.Each party retains therightto terminate ormodily this Agreement in the event aftheotherpartys exclusion from afederal orstatehealthareprogram. 29. COMPLIANCE Soyker as supplier.hereby informs Customer,as buyer,ofCustomees;obligation to make all reports and disclosures required bylaworcontract includingwlthoutlimitation properly reporting and appropMately rellectingactual prices paid foreach Item supplied hertunderactofanydiscount(IncludLiagrebates and credits,Ifany)applicable to such Ct Itemon Customer's Medlcarecostreports,and as otherwise required underthe Pedend Medlars and MedialdAnti-MckbackStatuteand the regulations themunder(42 CPR Part 100LI)S2(h)).Pricing undcrthlsAgreement(and each Service Plan)may constitute discounts an the purchase ofServias.customerrepresents that(g Iteball make all required cost report%and(ig It has the corporate power and authority to make orceuse such cost reports to be made.To the exteotrequired bylaw,Customer and Stryker agree to complywiththe Omnibus Reconciliation Act of 1900(P.L 962499)and les implementing regulations(42 CFR,Part420).To thsextantappitable to the activities of Stryker hereunder,Stryker furtherspectlically agrees that until the expiration offour(4)years after furnishing SetvicespursomttothbAgreemen4StrykershaDmake available,upon written request ofthe Secrataryof the Department of Health and Human Services,or upon requestof the Comptroller Gmeral,orany ofthelydulyauthotised represetttatives,this Agreementand the books,documents and records oMtrykerthat are necessary to verify the natureand extentof the costs charged to Custamerhersuader. Stryker further agteesthat RfStrykercarries out any ofthe duties ofthisAgreement through a subcontract with a value orcostoften thousand dollars(210,000)or more overa twelve(12)month period,witharelated organization,such subcontract shall contains clause to the effect that until the expiration of four(4)years afterthe furnbhing ofsuch services pursuant to suchsubcontractthe related organization shall Make available,uponwrhun regnestto the Secretary,or uponrequestto the[omptrollerGmeral,or any of their dulyauthorized representatives thesubcontract andboola and documentsand records orsuch organization thatare necessary toverlfy the natureand extent ofsuch costs. 19. CONFIDENTIALITY 'fheparties hereto shall hold In confidence this Agmenentand the terms and conditions contained herein(including Services Plan pricing)and any inrormatioa and materials which are related to the business ofthe otherorere designated as proprietary orconRdentlal,herein orotherwise,orwhlch a reasonable person would considerto be proprietary orconfldentisl tnrormation;and(b)herebycovenaatthatthey shall not disclosesuch Information to anythird partywlthout prlorwrfcten authorization ofthe one to wham such infarmatfan relates.The rights and remedles avallabfew a partyberounder shall not limit arprecluds anyotheravenabla equitable orlegal remedies. Packet Pg. 1571 H.1.a U 20. HIPAA Strykeris not a'business aswdate'ofCostomer,astheterm'business associate Isdeftned by HI PM(the Health Insurance Portability andAccountabl htyActof 1996 and 45 GP.0.parts artlesmutu agree pa J p ally g trykerbetamesa business assaelateofLLstamethepartias agree to negotiate W � arnemltheServicePlanorthisAgreementas necessary tocomplywithMPAA,andlfansgreememmnnotbe reached the applicable ServieePleawllllmmediatelyterminate.All madicalinformationand/ordataconcerniagrpeeMc patients(including but ood1mitedto,theldentltyofthepationts),derived IncidenmHyduringtheeourseofthisAgreemea� U) shallbe eteated byboth pardo as confidential.and shall not bereleased,disclosed,orpublished to any party otherthan as required orpermimed underapplkable laws. Notwlthstandingtheforegoing,Strykermaybeconsldereda businewassoclateafcustomersrchtedmanyServlceplanforwltelessproductsand/oretherdesignatedbuslness associate services.ItStrykerIs considered a'businessassociate*of Customer.Strykerwfl[Weeto enter Into a business associate agreement with Customer as required byHIPAA. 0 CL xL MISCVAANEOUS CL Neither party mayasstgn ortraosfertheirrigbrs and/orbenefits underthls Agreementwlthoutthe priorwriuenconsent oftheotherparty,exceptthat Strykershallhave the right to assign this Agreementorenyrights underor Interests In thisAgreementto any parent,subsidlaryoraMate ofSlryker.AH ofthe terms and provisions ofthis Agreement shall be binding upon,shall Inure tothebenelitof and be enforceable bypermlttedsuccesmrsandanIgnsofthe parties toditAgmement,This Agreement shell be construed and Interpreted to accordance with the laws ofthe5tateofMichigan.The Invalidity,inwholsorin Pam ofanyofthe foregoing parrgraph%whom determinedtubeHlegal, U Invalid orunenforenblebyacourtorauthorityofeompetentJurlsdictioo,wlllnotaffectorimpalrtheenforceabUityoftheramainderaftheAgreament.ThIsAgreement constitutes lheentIm agreementbetweenthepartles concerningthesubJeatnatterofthisAgreementsndsuparsades all prlornegotintlonsand agreementsbetween the parties CL concerning the sublectmatterofthisAgreamen6 In the eventofan lnronslstencyorconllictbetween thisAgreement and any purchase order,Invoice or elmllardocument;this Agteementwlllcontrol.Anyintonslstemyorcooffictbetween theterm afthis Agreement and aService Plan shall be resotved In factorolthe SeMaPlan.The sections entitled UmtgtlonofWbGlty,IndemnliiattomCampilance,CoadentlaHtyand MisceHaneousofthesAgmementshallsur Aveltsterminationovexpiratiom 4- 22.MAWTENANCEINSPECnON 0 This service contract mayinclude products which arebeyond theirwarmatypedod and tested enpected service life.Anysuch product will be Inspected to determine if the ptvductmaets the operadonsand maintenance manual guidelines forthat particular produrtas of thodate of innpectlon.Desplteanysuch lnspeedoa,Strykermakes no claims orassurances as to future performance,including no express or Implied warranty,farany productwhlch was Inspected outside ofltswarranty period orbeyond its tasted atpectedservinHfe. See Monroe County Addendum Attached E U 0 0 i i 0 E E E U Packet Pg. 1572 H.1.a CERTIFICATE OF LIABILITY INSURANCE 19W-1d0ffifiww re D 1 TiON ONLY AND CON FICATE CERTIFICATE DOES NOT AFRRMATIVELY OR NEQATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES U BELOW.THIS CEIM19CATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSIRNO INSURER(S),AUMRD;ED REPRESENTATIVE OR PRODUCER AND YHE CERTIFICATE HOLDER. 1.SUMMATION iS WAIVED,eUb(eat to dw Wm and C=0ndd om of tM PWWY,olrtaI p0lctee may mgldre an wWbreemellL A satantine an the � 10WHAcids don not confer 00ft to the artMeaq holder In Thu of awh a) FADDUCER ADn Risk Services Central, Inc. (122) ltlz sRCe173>f2 r „m„. Aan > �PO e01� 1N7 AOORia: Llncolnshln IL SM69 USA ) eISURlei n AFFO COMUMe MAIea reams It e1paRRA=._ _oqd irapl C rnsurance OC.pany 2i147 0 Stryker corporation i Subsidiaries �'" 215 Airviw Boulevard pie` CL 1 9002 Ra anazoo IO 4 USA smlaTEiIC: �. eswEa E, O) ataueR h c°° R:670097 � t3 INor-a D""FTHStANDNG ANY � REOU[RE1rlENT TERM OR 004101TION OF ANY CONTRACTOR OTHER OOCUIuBYf 1NRII RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED on aiAY PERfAN,iW&WSURANCE AFFORDED BY THE POLICIES DESCRIBED HEMN is SUSJECr To ALL TKE TBRNB, EMUM4 AND CDND1fX=OF SUCH POL)M&LAIRS&4OWN MAY HAVE BEEN REOLMD BY PAID CLABt6 URWA shown we as TYPE OF alpalAlhCl fDUOY IaamMDi tam x aE1f1AL LUMLrry �747 m mocaIp�i "9, ., CAN"Mas OOwun SS00,000 II�E1PpYgwpsr! � E>tcl x PERSONAL icuen WWARW $1,0N., �` 0 AOdIDM18 Wr PER: '�� ,GINMM ,. �JWT mAGOUCTS-00MOMA00.... S5,000, OTOM 0l AUrOrrinawprtY Sum •OAGNOeMurr It.DOO,_ = x AMVAUrO eoowruaiRrtr�r..wp owe eoOLYw-Wgft mY m � CI �AUIM(PLY I AMMAE 1AUi/ ODOUR :j EAGI OOCIamE11q ' �i S W CLAfO4VAE AWMIRE G) i AMrra@R LVARfDMIR 1ERaTA ORAIIW UAiirT MS A pqy� M NrA NAtf31274523 OZ/01/2023 02/01/202i n pop CI SIN �cess xc - MI ELDOEAS&FABARDM ii SIR app11lf per policy t!, •Oend1",ions Elq -rOLCr WR " won 0 CL CL di a d. iN, hWrM aeon m►o4 Manroe Owmty Fin Rome is included as additional Insured (fern(x 202E 0413 or most currant!dition), share squired by ttm contract, in accordance with the policy provisions of the c rc,ial general liability po11cY- CERTFICA'M HOLDER CANCELLATION E SHO" Aff OF tnt AWWW D99=010 fOUMM be CAICSLLSD n1aF0na no em+RhaM ape TWASM,some sMu x oturtaED IN ACCONDAMW IM TM Op POLICY PROMliOMs. Monroe y Fin aefC�Lf TAmboILSkj w1Al1�D r11r11ESEUrArna Attn C CN 490 Bard Street Ocean, Suite 110 Marathon FL 33050 USA e�aVw a�l�b I:MRslasf GIOM2015 ACORD CORPORATION.All d"m atwd. � ACORD 25(2016M) The ACORD name end Wqo an reahtend nw11e of AWRD E E Packet Pg. 1573 H.1.a strykerto May 2023 U) 0 c� Stryker is the sole-source provider in the Hospital(hospitals and hospital-owned facilities),Emergency Response Services and Emergency Response Training(paramedics,professional and volunteer fire)markets in the U.S.and Canada for the following to products: • New LIFEPAKO 15 monitor/defibrillators CL CL • New LIFEPAK 20e defibrillator/monitors • New LIFEPAK CR2 automated external defibrillators to • New LIFEPAK 1000 automated external defibrillators tM • New LUCAS®chest compression system 0- • CODE-STAT"data review software and service Stryker is the sole-source provider in all markets for the following products and services: to • RELITM(Refurbished Equipment from the Lifesaving Innovators)devices - • LIFENET®system and related software • ACLS(non-clinical) LIFEPAK defibrillator/monitors • LIFELINKcentral'"Government Campus Solution • MultiTech 4G and Titan III gateways • Factory-authorized inspection and repair services which include repair parts,upgrades,inspections and repairs Stryker does not authorize any third parties to sell these products or services in the markets listed above.We will not fulfill orders placed by non-authorized businesses seeking to resell our products or services.If you have questions,please feel free to contact your local Stryker customer service representative at 800.442.1142. c� 0 Sincerely, �y 0 CL 4— .... CL to Matt Van Der Wende,Vice President,Americas Sales Copyright©2022 Stryker E MOOOOOOB130 REV AB Stryker or its aff liated entities own,use,or have applied for the following trademarks or services marks;LIFELINKcentral,LIFEPAK,LUCAS,CODE,STAT, RELI.LIFENET,Stryker.All other trademarks are trademarks of their respective owners or holders,The absence of a product,feature,or service name,or loge) from this list does not constitute a waiver of Stryker's trademark or other intellectual property rights ronterning that name or logo. to 0 E E E c5 II 0,'"'V r a. 0'! <IV,'v1 r „r c J iU e 11811 Willows Road NE,Redmond,WA 48052 USA P+1 425 867 4000 Toil-free+1 800 442 1142 stryker.com Packet Pg. 1574 H.1.b More County, Purchasing Policy and 'Procedures 0 .eta ,rACII IENT T " 4 tt T RAC:T SUMMARY FORM FOR CONTRACTS l.E" 'al 50,0000t � � a tmt cctat with " t �.. U) r � ate., Wag r � '.7 1mCati'o Date: NamEmm,r j L3 Contract PurposefDescripfilow � 21 75 Lo 'a at a t is t nglrial Al, eement ,"" t t mend nctr�' t nsio al MONK pf r r 9"/'✓emu /i r�u Ill Contract a, 1 a 11 c� Ci CONTRACT COST'S Total Dollar Value ;w t"1�1tt 7 j ent Ycar Portiotv S mzgaaaos EA T aaouwal � u9wa roe �� J allll�h i/iu H �� a to � YesE Nowcw.w tint t o&m _1 , .._-t t t µ ..... . 0 Grant: T� a� 101 �tf�C't't �w�tt ttt ._ ....._ ....:...... .,. .:..w ...... 2.1 CL (No 1 imlodedt9at twa'w 't � . aww� a rttaw �� ��uwwt: Bx� ka ^ter. CONTRA(77 REVIEW CIMT1,60cs Dart tut Date In I` 11W aro � a°t a cT _W ...E, ... Risk Managmilent 1 -2021 YeS0 Nof— � 2 wyra amp 0 . ."C r� ha i f 'd ( 't` i k x� ro,w wy�w 11� 21 Counl tuw e M SS�.� ttt .l NOV .. Comments: .... . ,,, ,,�w_. ...__. ..._._mm_.._ _ ,,.. ......._ ._...__....._� .. _.... ..� .� Packet Pg. 1575 H.1.b '' r" ker" Sages Rep Name Alex FA dson i3800 L.Ce,nttre,Ave — proCare Service Rep: Miguel Rodriguez Puma?e.M144009 _ Date 7/211ZO 1 � ID# 2107211:33643 o �w EhffingArra::AOum: Nwnen SbaanaMoore 0 tifvlpping Pam Nurn: 132'"82 1We Loglutt sspectahNits .� Arch it.Name Monroe County @o'R I tic uvu (.30 )587 4212 qY A.ccmint A,ddr'ees 409 63 rd St Email: City,State Zip Matauthun,k'L 33050 MOORE ' r � V I a.a 6'¢°ocarc,Program Qty Length1"rad2�l hem No. NtACb b r DeSCrlPtlan Nutt Nub x 1 LUCAS MICAS 301495S2 LUCAS Protect Rdpv�ln 1 ap :ilIL2 I-fil 15 2n.3 "mlSH360 d LUCAS LUCAS 301.36976 LIIIt:AS Protect v10irin A $1,5 9.S4.B... 3 h,hXAS LUCAS :301495 O tAXAS Prantect W�he '1 4 30 2 1.5.-11 $1,51:3 60 � LL 4 LUCAS LUCAS 3G�o'144,a";i.r' LUCAS Prtrte u.Sdud r Vua 1 4 -id 2,1-dv 1a 1:1� $1,,51 a 60 CV) 5 LUCAS LIJ CAS :351OD476 LUCAS Po nutaeo Shrf Lh'n I 1 4 '30 ,11-6/15 73' St,rd.a'.taGt C14 d LUCAS LUCAS iGMh'g55A.. ],h1a.:A5F''rrrtec� y 4 :5n 21 tl'd'ia Pt 7 LUCAS _LUCAS :34V 114^aS`3 LUCAS"male 1S4,.e11;5.YN � p LUCAS L1RAS :3013:S97'a LUCAS Protect Shi a]in 1 cy "4t1 ,I1-S/'N.S J,at 51,5'd;°k60 4e8 4 t.C)CAS LULAS :151BD477 LUCAS Protect SH 1rt �i. 4 :1tl1 2'1,b 1;u 2"�'k _ $1,50::,60 a 10 LUCAS LUCAS 3 O 4%—65 IT LUCAS Protect Shim pn 1 $I'S 13 ho C14 1.'d 1111115 LiPmpap 15 489613141 LF''15 Prntect Shi r In w tlnssAa-Plai 1 4 1."a 2 Fa '2„S'.1,• `5 1 S2„4331.3b 12..... LP'IS Lifa'Pak 15 445566nm L,f''d,5 PrirvV,ocR.Ship tln w C9rur; ',S 6ite PM. d. 1,0 21- 1:n.2�3 $1,:?-5'1 Ci I13 UP9d,5' l.VfeP,alr IS 41.131%1, L,k''15 llroreic.t Ship In wrYrnsl1a.PM '1 1 S2,351..28 � 14 LYTSS LiteflakI S... 46732941 1PI"SProtem Ship invwYUwtitePM fl '1t4 31 ;T.li.-Nrr 15f2.?! $2,301,28 is Ll'15 Lifeli 413147V34 Lp'H ll m pv^ ship in w tuam'Ote Pm 1 12:i1 21 5 1,o-'U'2 S2 iF7'd..2'31 16 _ 1.p1„5 hiErtVsk15 4673'a6HH 4N IwOT"itmV''m 1 1h i:p 2A-d i5l'Y:4 S2,3L+'9.,20 � 17 I S''1;5 Life Pak 15 4:35.112760 Lp is prutect NsW hn w 0nsfle Pm 1. 1.0 11 :;71-CS Lrr^2;4 _ 'n,T St8Y..28 ap 18 LF�,IS Llfe�l',alo 1.5 4k114fxo'117 LP15 Pimuert ShW hi w onsrito P1'4 1 I(Y 3Y ",'1-d 14 k3. $.,3WIYY.a 19 L6aS LifeP-ak,15 $455 227 L#+1.,5 Protect Ship ptr wn Cinslta PNI 1 7.0 i I :".d.-d l a1 u"f3' Z8 U) 20 LN5 LiBu^Prak15 479521.59 h.N 5 Strrrucl Ship InmwOnsiiePM 1 10 31 21.615 23 $2,383128 (J 21 1 f1,5' LlfePak 1,5 4352kO22 11'h."N^tcrCecM;Slab r Our w ilraette PM 1 S1381..28 �> 22 _ 111,15 Lifel'aak A 42448826 LP I S Pi atecre 9 'LU :51 21.-d 1"?.":3' $2 381.,28 d2 23 I N 5 LiteP,ak 15 42444548 LP 5 Pn.Ava Sfu a pn w Onsite PM 1 W/31 21-P 15 13 S2,347,.2E8 � 24 LPIS Like Pak 1.5 44372574 LH 5 Prowt Sh4 r N w t"nsVte II'm 1 4 1'1 23 fi/1 ro 2I S2.3a d'1' 25 LN5� Ltdwk'ak 15 44.9727'55 LP'1,ra Pu'r,tvci"Sht p Bur w tlrasltu PP3 -. - n d_`n 2:1 $232 32 �d 4 15 2�3 a,' 2e [PIS LdfaP ak 1L5 49372748 LPI1.S Protect Shin in w Qnsfle Brit 1 4 V 5 23-6/15 23 $232 32 � 0 '2P 11PIS LlrePak 15 44.37270ri q.Y"R;i Pr c't ru�,iir Onsite Pm 1 4 15 2,3,ki 1l,rr C3 S23Z32 28 LP155 Lp'Rrtp'sk1'5 48805118 LV1Ciruwr^ :Ship nw+tlnsilm^If°M1 ➢ I 5/l3/23 6/15f73 1Il6,7 LUCAS t^'e'etect Ship lee: � Replace up 1 P t I Cdaf:to rarnnra9"ae,tnarer pu eir'Ca1uEY&area °"'Repairs erAs and lakoryr to restore ec puu eeu a v to n LUCAS o hest r om remlon sySCe°.nr batteries in acc rur ddlaraare war➢r tpre Veswtr ur chj,:,Mrar VYee mr nP,flj batlu;ty fableuu,e" 0- .L UC A3 Battery Der k-T-:p+°;hangs ir LUCAS Arras power Mappw ya LUCAS C:au Cah le;repair or re prlacment as deemed ner,esnary by Stryker' a.a •13r,prB,amerrrent aar LOCAS Ldtep usable.aaui4l.nn gaup,LUCAS Paulent Straps,or LUCAS ytahflizatbm St rap � 0 "(0nsrke Repairs or De put Depending on Agreemern)"'" L) 0 1,1`1,5 Protect Ship let wr Cletslte PM: � Repairs Qparss and Whor)to reseoar e4ru ipinae'at.to rnairrul'ac"Vk'urer spew ficaitaris LEFETIAKb-atkery-diargerrepau-w-reilarenienk aaclotmied r'ema ,sury h'ry Ntykev' CL Power-adapter repair ou riipt acemenr % .Re padrao e..uip laa 1 uatainttan-1,aia uxaetn rNog on d.rren'dar^uae wnlh thas de vtau npuorering irraRlruscafona air-opua'rn faVBuru" w"" «YEcplace up tan 1 o.raVar eeYV nu snout'tlra¢.tx r-r urr awcc.raR ularnw eatth rloe devtaev ovenuuinpp nu"arp au tl,viherrre" .q NpuEary sasftwas's^to kl'ie r°nausaLe or n uxrut.w"e^,rmuurn y,,, •Check sail]hskttorioq and bairn ry yvlru,w 0 Cnspeet the Integrity of uz,ces cries and re c'mi end i r pr I,xnno>rru as rimle d - '.•felt Y�Xleu IC'iingelty nfa'a4V a,a 4a0a,scnd re^c Weer War;racl rrpatlariernent as nr^a^deal �°^ rr "•Plae,irac'sel rsafery rheelk 1 ur'?,ixtroruaena�wi4t:a N'k'd'A.gn 4de]1 sera � � mputer-aided di agnomcs tr,t rs�t.",V devicedlnreuStOna°�amd verify the m f uni�ions aca�ou-r,Ny fo r rar wanq s t arc fi'j Slaapo andalv PVY4^d Mrytpr,gv aoauwply�w pacing cur rent and maµruiregrap�',rhry reading: Vtirr Present) «Check elecu-nde exlpiraty ur d Les moed oecontaaemd iep,V,ta`c":rn rparr us iteeuped � «Check prnater ripe r.tuaon and trice quality a.a -"(Omike PM or IY epw.D peeOmg¢5n Agreement) E ProCare:Total $47,1%16 � Annual payments $23,598,08 aarc dy0cwv ter ombipiciit paymentsc:hedole FINAL'"1'kD'1'd4).... . '�4r7,1'��Wlts Packet Pg. 1576 4— Stryker Signature DAC' I.,N1 nc,,r 5 gi i atu re Datt, 0 llv Terms and Conditions of titisquote and any wbsequent,purdiase arder cA die Customer are guyerived by the Terms pand Conditions dcxakod at Lonj as modified between the drat tles and set forth on the qp attached Terms and Conditions,together with the Addendum to Quote The touts and condjtlon referenced In the ftimiediately prccedtng sentence do not apply wtwre Custcaner and Stryker are parties to a Ma:,te,Set ice Agrvemlem, 0 Purchase Order Nuanber MUST WINE HARD COPY Al > PItase ernall signed Proposal and Purchaser Or&r a) AH infOnuation contained wffliin tMs quouUon is considered copffldeiWal and Irop ietary ard ks not aqfltjec,to pi,bifc disclosure. I*Qacwte Iii icing vand MONROE COUNTY ATTORNEY 21 75 PPR,OVED AS TO FORM U- cn to JAMES MAtENAAR I to AtSISI5'TAI to TTRANEY N Date.Esqcn U) 0) .2 L) 0 L- CL 0 0 U 0 CL 2% E 0 E Packet Pg. 1577 H.1.b PAYMENTSCHEDULE Date Payment Int Paid Prin.Remainine Balance Starting Balance $ 47,196.16 - 9/1/2021 $ 23,598.08 $ $ 23,598.08 $ 23,598.08 9/1/2027 $ 73,598.00 $ — $ — 0 n� U x t'J LO 1 a t'J r% J CD U) 0 U n� u 0 LM CL 0 u 0 n� CL E LM 0 Lo <S Packet Pg. 1578 H.1.b SERIAONUNIBERTSHEET Item No. Model Serial Number Program 0 1 LUCAS 30149552 LUCAS Protect Ship In 2 LUCAS 90136976 LUCAS Protect ShipIn 3 LUCAS 30149550 LUCAS Protect Ship In 4 LUCAS 30149555 LUCAS Protect ShipIn 5 LUCAS 3SIOD476 LUCAS ProtectShip In 6 LUCAS 30149551 LUCAS Protect ShipIn 7 LUCAS 30149553 LUCAS Protect ShipIn 0 U) 8 LUCAS 30135978 LUCAS Protect ShipIn 9 LUCAS 351SD477 LUCAS ProtectShip In SO LUCAS 30149554 LUCAS ProtectShip In 11 LP15 48968141 LPIS ProtectShtp In W Onsite PM *" 12 LPIS 44556666 LP15Proted5hl InwonsitePM 13 LP15 41131966 LPIS ProtectShip InwOmiteFM 14 LPIS 46732941 LP15 ProtectShIp Inw Onsite PM 15 LP15 46147204 LPIS ProtectSbip InwOnsltePM 16 LP1S 46732688 LP15 ProtectShip tow Comte PM 17 LP15 43522760 LPIS ProtectShip Inw Onsite PM CV) 18 LP15 48146927 LPIS Protect Ship in W Onsite PM N L6 19 LP15 44555227 LPIS Protect Ship In W OnsIte PM T- 20 LP15 47952189 LPIS Protect Ship Inw Onsite PM 21 LP15 43528022 LPIS Protect Ship Inw Onsite PM a 22 Lp15 42448926 LPIS Protect Ship InwOnsitePM N 23 LP15 42444548 LPIS Protect Ship In W Onsite PM 24 LP15 49372974 LPIS Protect Ship InwOnsitePM CV) J 25 LP15 49372755 LP15ProtectSh1 InwOnsitePM 26 LP15 49372748 LPIS Protect Ship In W OnsIte PM Cu 27 LP15 49372708 LP15 ProtectShl In w O"te PM 28 LP15 48805118 LPIS Protect Ship Inw Onsite FM a U) U Cu L) 0 L- CL 0 L) 0 CL L- 0 U Packet Pg. 1579 H.1.b ProCare-PRODUCT SERVICE PLAN►AGREEMENT(89;24t20212021)-MONROE!COUNTiYeFIRE'&tiRESCUE. MONROE(COUNT,YLFL This document, together with the attached Addendum,sets forth the entire Product Service Plan Agreement ("Agreement") - between Stryker Sales, LLC, through its Medical Division, hereinafter referred to as "Stryker",and MONROE COUNTY FIRE& RESCUE/MONROE COUNTY,FLORIDA, named on the face of the ProCare Proposal, hereinafter,referred to as the"Customer". This is the entire Agreement and no other oral modifications are valid. This Agreement shall remain in effect unless canceled or modifiedby either party according to the following terms and conditions. Stryker accepts Customer's order expressly conditioned on Customer's assent to the terms set forth in this document.Customer's order and acceptance of any portion of the services shall confirm Customer'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 2 Stryker of any purchase order,acknowledgment,or other document from Customer specifying different and/or additional terms shall be effective unless signed by both parties. > I. SERVICE COVERAGE AND TERM Stryker shall provide to Customer the ProCare Program(s)services(the"Services")as defined on Page 1 of the ProCare Proposal U (hereinafter each,a "Service Plan").The equipment covered under said Service Plan is set forth on the Equipment Schedule attached to the Proposal(the"Equipment").The Services and the Service Plan(s)are ancillary to and not a complete substitute for the requirements of Customer to adhere to the routine maintenance instructions provided by Stryker, its equipment and 21 operations manuals, and accompanying labels and/or inserts for the Equipment. Customer covenants and agrees that its 75 personnel will follow the instructions and contents of those manuals,labels and inserts.When Equipment or a component is replaced,the item provided in replacement wiII be the Customer's property(if Customer owns the Equipment)and the replaced LO item will be Stryker's property. The Service Plan(s)coverage,term,start date,and price of the Services appear on the face of the ProCare Proposal. , 2. EQUIPMENT SCHEDULE CHANGES CN During the term of the Agreement,upon each party's written consent,additional Equipment may be added to the Equipment Schedule. All additions are subject to the terms and conditions contained herein. The parties shall mutually agree that Stryker Ci shall adjust the charges and modify the Equipment Schedule to reflect any additions. 3. INSPECTION SCHEDULING Service inspections will be scheduled in advance at a mutually agreed upon time. Equipment not made available at the specified time will be serviced at the next scheduled service inspection unless specific arrangements are made with Stryker. Such arrangements will include travel and other special charges at Stryker's then current rates. U) 0 4. INSPECTION ACTIVITY 2 2.1 On each scheduled service inspection,Stryker's Service Representative will inspect each available item of Equipment as required in accordance with Stryker's then current maintenance procedures for said Equipment. 5. CUSTOMER OBLIGATIONS L) Customer shall use commercially reasonable efforts to cooperate with Stryker in connection with Stryker's performance of the 0- Services. Customer understands and acknowledges that Stryker Service Representatives will not provide surgical or medical CL advice,will not practice surgery or medicine,will not come in physical contact with the patient,will not enter the"sterile field" at any time, and will not direct equipment or instruments that come in contact with the patient during surgery. Customer's personnel will refrain from requesting Stryker Service Representatives to take any actions in violation of these requirements or in violation of applicable laws,rules or regulations,Customer policies,or the patient's informed consent.A refusal by Stryker Service Representatives to engage in such activities shall not be a breach of this Agreement Customer consents to the presence of Stryker Service Representatives in its operating rooms, where applicable, to allow Stryker to provide Services under this Agreement and represents that it will obtain all necessary consents from patients. 0 t3 6. SERVICE INVOICING U) Invoices will be sent on the agreed payment method.All prices are exclusive of state and local use,sales or similar taxes.Instates assessing upfront sales and use tax,Customer's payments will be adjusted to include all applicable sales and use tax amortized CL over the Service Plan term using a rate that preserves for Stryker,its affiliates and/or assigns,the intended economic yield for the transaction described in this Agreement.All invoices issued under this Agreement are to be paid within forty-five(45)days from the date of receipt pursuant to the Florida Prompt Payment Act(RS.Sec 218.76(2)(a).Failure to comply with Net 45 Day (or state regulated)terms will constitute breach of contract and future Service will only be made on a prepaid or COD basis,or 0 until the previous obligation is satisfied,or both.Stryker reserves the right,with no liability to Stryker,to cancel this Agreement due to payment default. 7. PRICE CHANGES 'LO The Service prices specified herein 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. S. INITIAL INSPECTION This Agreement shall be applicable only to such Equipment as listed in the Equipment Schedule,which has been determined by a Stryker's Representative to be in good operating condition upon his/her initial inspection thereof. Packet Pg. 1580 H.1.b 9. MAINTENANCE INSPECTION THIS AGREEMENT MAY INCLUDE PRODUCTS WHICH ARE BEYOND THEIR WARRANTY PERIOD AND TESTED EXPECTED 0 SERVICE LIFE.ANY SUCH PRODUCT WILL BE INSPECTED SOLELY TO DETERMINE IF THE PRODUCT MEETS THE OPERATIONS AND MAINTENANCE MANUAL GUIDELINES FORTHAT PARTICULAR PRODUCT AS OF THE DATE OF INSPECTION.DESPITEANY SUCH INSPECTION,STRYKER MAKES NO CLAIMS OR ASSURANCES AS TO FUTURE PERFORMANCE,INCLUDING NO EXPRESS OR IMPLIED WARRANTY,FOR ANY PRODUCT WHICH WAS INSPECTED OUTSIDE OF ITS WARRANTY PERIOD OR BEYOND ITS TESTED EXPECTED SERVICE LIFE. 10. SERVICE PLAN WARRANTY AND LIMITATIONS Stryker represents and warrants that the Services shall be performed in a workmanlike manner and with professional diligence and skill.Services will materially comply with all applicable laws and regulations.During the term of the Service Plan,Stryker > will maintain the Equipment in good working condition,Notwithstanding any other provision of this Agreement,the Service Plan does not include repairs or other services made necessary by or related to,the following; (a)abnormal wear or damage caused by misuse or by failure to perform normal and routine maintenance,as set out in the Stryker maintenance manual or operating instructions; (b) accidents; (c) catastrophe; (d) acts of god; (e) any malfunction resulting from faulty maintenance,improper repair,damage and/or alteration by non-Stryker authorized personnel; (f)Equipment on which any original serial numbers or other identification marks have been removed or destroyed;or(g)Equipment that has been repaired with any unauthorized or non-Stryker parts/components.In addition,in order to ensure safe operation of the Equipment,only Stryker accessories should LL be used.Stryker reserves the right to invalidate the Service Plan if Equipment is used with accessories not manufactured by M Stryker. LO TO THE FULLEST EXTENT PERMITTED BY LAW,THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES APPLICABLE TO THE SERVICES AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY STRYKER, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FORA PARTICULAR PURPOSE. Q. C1 a 11. WAIVER EXCLUSIONS No failure to exercise and no delay by Stryker in exercising any right,power or privilege hereunder shall operate as a waiver thereof.No waiver of any breach of any provision by Stryker shall be deemed to be a waiver by Stryker of any preceding or succeeding breach of the same or any other provision.No extension of time by Stryker for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of time for performances of any other obligations or any other acts by Stryker. 2 12, LIMITATION OF LIABILITY > EXCEPT FOR THIRD PARTY DAMAGES RELATED TO STRYKER'S INDEMNITY OBLIGATIONS UNDER SECTION 13, STRYKER'S LIABILITY ARISING UNDERTHIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF SERVICE FEES PAID UNDER THE SERVICE PLAN DURING THE TWELVE(12)MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.IN NO INSTANCE WILL STRYKER BE LIABLE TO CUSTOMER FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY, MULTIPLIED OR t) CONSEQUENTIAL DAMAGES OR ATTORNEYS'FEES OR COSTS FOR ANYACTIONS UNDER OR RELATED TO THIS AGREEMENT. LM CL 13. INDEMNIFICATION Stryker shall indemnify and hold harmless Customer from any loss or damage brought by a third party which Customer may suffer directly as a result of the gross negligence or willful misconduct of Stryker or its employees or agents in the course of providing Services. The foregoing indemnification will not apply to any liability arising from: (a)an injury or damage due to the =1 negligence of any person other than Stryker's employee or agent;(b)the failure of any person other than Stryker's employee or LM agent to follow any instructions outlined in the labeling,manual,and/or instructions for use of the Equipment;(c)the use of any 0 equipment or part not purchased from Stryker or any equipment or any part thereof that has been modified,altered or repaired U by any person other than Stryker's employee or agent; or (d) any actions taken or omissions made by any Stryker employee 0 while under the direction or control of Customer's staff, To the extent permitted by state or local laws or regulations,Customer agrees to hold Stryker harmless from and indemnify Stryker for any claims or losses or injuries arising from (a)-(d) above resulting from Customer's or its employees'or agents'actions. CL 14. TERM AND TERMINATION The Agreement shall commence on the date indicated on Page 1 of the Stryker Proposal entered into between the parties and shall continue until Stryker ceases to provide Services or the Agreement is canceled by either party by giving a ninety(90) days 0 prior written notice of any such cancellation to the other party.If this Agreement is canceled during or before the expiration date of the Agreement, Customer will owe for the months covered up to the cancellation date of the Agreement and for any parts, labor,and travel charges, required to maintain Equipment, exceeding that already paid during the Agreement. In the event ' Customer has pre-paid for the services hereunder,any unused amount as of the date of cancellation shall be returned to the LO Customer on a pro-rata basis. 15. FORCE MAJEURE 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 that is the result of any happening or event that could not reasonably have been avoided or that is otherwise beyond its control,provided that the party hindered or delayed immediately notifies the other party describing the circumstances causing delay.Such happenings or events will include,but not be limited to,terrorism,a cts of war,riots,civil disorder,rebellions,fire,flood,earthquake,explosion,action of the elements,acts of God,epidemic, pandemic, Packet Pg. 1581 H.1.b inability to.obtain or shortage of material, parts,equipment or transportation,governmental orders,restrictions, priorities or rationing,accidents and strikes,lockouts or other labor trouble or shortage. 4- 0 16. INSURANCE REQUIREMENTS Stryker shall maintain the following insurance coverage during the term of the Agreement: (i) commercial general liability insurance, including products and completed operations liability coverage, with limits of$1,000,000.00 per occurrence and $2,000,000.00 annual aggregate covering Stryker's liability for bodily injury, personal injury, and property damage; (11) commercial automobile liability Insurance with a combined single limit of$1,000,000.00 per accident covering Stryker's liability for bodily injury and property damage arising out of Stryker's use of owned,hired,and non-owned vehicles;and (iii)worker's compensation insurance as required b applicable law and employer's liabili insurance subject to limits of$1,000,000 per P q Y PPliability � l P °vy accident and $1,000,000 per employee and policy limit for disease covering Stryker's liability for work-related injuries to all Stryker employees.At Customer's written request,certificates of insurance shall be provided by Stryker prior to commencement > of the Services at any premises owned or operated by Customer.Notwithstanding any requirements hereunder to the contrary, to the extent permitted by applicable laws and regulations,Stryker shall be permitted to meet the above requirements through a program of self-insurance. X 17. WARRANTY OFNON-EXCLUSION 21 Each party represents and warrants that as of the Effective Date,neither It nor any of its employees,are or have been excluded terminated,suspended,or debarred from a federal or state health care program or from participation in any federal or state LL procurement or non-procurement programs.Each party further represents that no final adverse action by the federal or state c� government has occurred or is pending or threatened against the party,its affiliates,or,to its knowledge,against any employee. , Each party also represents that if during the term of this Agreement it,or any of its employees becomes so excluded,terminated, 17 suspended,or debarred from a federal or state health care program or from participation in any federal or state procurement or non-procurement programs,such will promptly notify the other party.Each party retains the right to terminate or modify this ' Agreement in the event of the other party's exclusion from a federal or state health care program. 18. COMPLIANCE Ci Ca Stryker,as supplier/servicer,hereby informs Customer of Customer's obligation to make all reports and disclosures required by law or contract,including without limitation properly reporting and appropriately reflecting actual prices paid for each item supplied hereunder net of any discount(including rebates and credits,if any) 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 under this Agreement(and each Service Plan) may constitute discounts o n the purchase of Services.Customer represents that(i)it shall make all required cost reports,and(ii)it has the corporate power and U) authority to make or cause such cost reports to be made.To the extent required by Iaw,Customer and Stryker agree to comply 2 with the Omnibus Reconciliation Act of 1980 (P.L.96Z499)and it's implementing regulations(42 CFR,Part 420).To the extent 2.1 applicable to the activities of Stryker hereunder,Stryker further specifically agrees that until the expiration of four(4)years after furnishing Services pursuant to this Agreement, Stryker shall make available, upon written request of the Secretary of the Department of Health and Human Services, or upon request of the Comptroller General, or any of their duly authorized representatives,this Agreement and the books,documents and records of Stryker that are necessary to verify the nature and U extent of the costs charged to Customer hereunder.Stryker further agrees that if Stryker carries out any of the duties of this LM LM CL Agreement through a subcontract with a value or cost of ten thousand dollars($10,000)or more 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 request to the Secretary,or upon request to the Comptroller General,or any of their duly authorized representatives the subcontract, and books and documents and records of such organization that are necessary to verify the nature and extent of such costs. In performance of this Agreement,Stryker shall also comply with all applicable state and federal regulations,including but not limited to discrimination laws. 0 U 19. CONFIDENTIALITY 0 The parties hereto(a)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 of the other or are designated as proprietary or confidential,herein or otherwise,or which a reasonable person would consider to be proprietary or confidential information; CL and(b)hereby covenant that they shall not disclose such information to any third party without prior written authorization of the one to whom such information relates.The rights and remedies available to a party hereunder shall not limit or preclude any other available equitable or Iegal remedies. LM 0 20. HIPAA;DATA (a) Stryker is not a"business associate"of Customer,as the term"business associate"is defined by HIPAA(the Health Insurance ' Portability and Accountability Act of 1996 and 45 C.F.R. parts 142 and 160-164, as amended). All medical information and/or data concerning specific patients (including,but not limited to, the identity of the patients), derived incidentally during the course of this Agreement,shall be treated by both parties as confidential,and shall not be released,disclosed, or published to any party other than as required or permitted under applicable laws. c� (b) Customer acknowledges and agrees that Stryker may use any data arising from or related to the performance or use of the Equipment or Services. Packet Pg. 1582 H.1.b 21. MISCELLANEOUS Neither party may assign or transfer their rights and/or benefits under this Agreement without the prior written consent of the other party, except that either party shall have the right to assign this Agreement or any rights under or interests in this - Agreement to any parent,subsidiary or affiliate. All of the terms and provisions of this Agreement shall be binding upon,shall inure to the benefit of,and be enforceable by permitted successors and assigns of the parties to this Agreement This Agreement shall be construed and interpreted in accordance with the laws of the state where Customer is located.The invalidity,in whole or in part,of any of the foregoing paragraphs,where determined to be illegal,invalid,or unenforceable by a court or autho rity of competent jurisdiction,will not affect or impair the enforceability of the remainder of the Agreement This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations and agreements between the parties concerning the subject matter of this Agreement.In the event of an inconsistency or conflict .0 between this Agreement and any purchase order,invoice,or similar document,this Agreement will control.Any inconsistency or conflict between the terms of this Agreement and a Service Plan shall be resolved in favor of the Service Plan.The sections > entitled Limitation of Liability,Indemnification,Compliance,Confidentiality and Miscellaneous of this Agreement shall survive its termination or expiration. c� X See Monroe County AddendumAttached LL c� LO c� Ci U) 0 2 U 0 LM CL 0 U 2 CL LM 0 E c� Packet Pg. 1583 H.1.b ADDENDUM to Quote 4 210721133643 4- 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. 21 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 LO before the appropriate administrative body in Monroe County,Florida. The County and Stryker agree that, in the event of conflicting interpretations of the terns 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. Ci 3) Severability. If any tern,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 terns,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 terns, covenants, 0 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. U 0 LM 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. U U) 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 performanceLM 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, Packet Pg. 1584 H.1.b 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 4- 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 W expressly understood that upon a determination by a court of competent jurisdiction that discrimination has C 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 21 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 LO amended, relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and 17 Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of I968 (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 2.1 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 U Federal and Florida statutes,and all Iocal 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 U 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 -19 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 Packet Pg. 1585 H.1.b 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 4- 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 0 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. 21 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 LO and Stryker shall allow and permit reasonable access to,and inspection of,all documents,records,papers, letters 17 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. 0 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 U 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 U 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 -19 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. Packet Pg. 1586 H.1.b 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. ., 0 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. 21 15) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, 75 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, whenLO performing their respective functions under this Agreement within the territorial limits of the County shall apply 17 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. Ci 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, 0 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 CU them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of U LM 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 U 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 beLM 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 U CU 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. Packet Pg. 1587 H.1.b 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 LO intentional or sole negligent acts or omissions, including but not limited to improper maintenance of the system 17 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. U) 0 2 U 0 0 0 U e U) 0 E c� Packet Pg. 1588 H.1.b '��•� ® DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 01/22/2021 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 O 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 policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT AOn Risk services Central, Inc. NAME: O Grand Rapids MI Office (A/CNo.Ext): (616) 456-5366 C No.): 50 Louis street NW E-MAIL suite 200 ADDRESS: Grand Rapids MI 49503 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Old Republic Insurance Company 24147 U Stryker Corporation & subsidiaries INSURER B: 2825 Airview Boulevard Kalamazoo MI 49002 USA INSURERC: INSURER D: INSURER E: LL INSURER F: t% COVERAGES CERTIFICATE NUMBER:570085841371 ILO NREVISION 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 LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/D D/YYYY LIMITS CD A X COMMERCIAL GENERAL LIABILITY mwzY EACH OCCURRENCE $5,000,000 yw, CLAIMS-MADE El OCCUR Approved Risk Managem nt PREMISES Ea occurrence) $500,000 MED EXP(Any one person) Excluded PERSONAL&ADV INJURY $1,000,000 GEI'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 X POLICY ❑JERCOT ❑LOC 3-2-2021 PRODUCTS-COMP/OP AGG $5,000,000 OTHER: U) A AUTOMOBILE LIABILITY MWTB 312744 21 02/01/2021 02/01/2022 COMBINED SINGLE LIMIT $1,000, ° 000 L5 Ea accident) Ix 2.1 ANYAUTO BODILY INJURY(Per person) q) OWNED SCHEDULED BODILY INJURY(Per accident) AUTOS ONLY AUTOSHIRED AUTOS NON-OWNEDPROPERTY DAMAGE ONLYAUTOS ONLY Per accidentPhys-Drrge-Self Ins 0 LM UMBRELLA LIAB OCCUR EACH OCCURRENCE CIL EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION A WORKERS COMPENSATION AND MWC31274321 02/01/2021 02/01/2022 X I PER STATUTE I OTH- EMPLOYERS'LIABILITY Y/N AOS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 A OFFICER/MEMBER EXCLUDED? N/A MWXs31274521 02/01/2021 02/01/2022 0 (Mandatory in NH) Excess we - MI E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under SIR applies i e5 per policy C ter s & condi ions E.L.DISEASE-POLICY LIMIT $1,000,000— 0 DESCRIPTION OF OPERATIONS below pp P P Y — O 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 s required by written contract, in accordance with the policy provisions of the commercial general liability and automobile liability policies. 4 z O s CERTIFICATE HOLDER CANCELLATION , SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE y EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE .. POLICY PROVISIONS. rL4 ' I r Monroe County AUTHORIZED REPRESENTATIVE Board of County Commissioners 1100 Simonton street d Key West FL 33050 USA eX1�ld �GdGfG eJ eJ — ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 1589 H.1.c CERTIFICATE OF LIABILITY INSURANCE IS 1=501 TiON ONLY AND CON FICATE CERTIFICATE DOES NOT AFRRMATIVELY OR NEQATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.TM CEIM19CATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSIRNO INSIMR(S),AUMRD;ED OR PRODUCER,AND YHE CERTIFICATE MILDER. 0) SUBRlauffilmo sop 19 ooME an m A SIiSROGAIION CI WAIVED,sub(sat to the farms am eoneDlloir of the pa�Y,oertehT policies my eagRdn an undorsamsnt A BNUn1BM an thW > to tlla OsrLRlcaq holder In Ilw of alDh i s) FBgDRhLtIR AOn R1fa Services Central, Inc. LO rRCI173s2 Ir ,; (SII) 3B1z1000 Ran IF ROn 1N7 ACORiN: Lincolnshn IL 60069 USA aIMPtOW AFFO COrFRAN M,YCa aa� elalBRaAs _ _oqd 1tljp�1 c insurance OD.pany 24147 ®1 �strykar corporation i subsidiaries 215 AIMEE,Boulevard pis` 1 9002 Ra taazoo iQ 4 USA Fj BlsRss R F< (� R:67 W7 INDICATED.NOfYSITHBTANDNI3 ANY RE0U[R WNT TERM OR OONDMON OF ANY CONTRACT OR OTKEA DOCUMENT WITH RESPECT TO WHICH THIS CEFIrV LATE MAY BE ISSUED on uAY PERfAN,TNT MURANCE AFKWMD BY THE POLICIES DESCRIBED HEFMN 19 SUBJECT To ALL THE TERNS, 0 E)('CLUSONS AND CONDITIONS OF SUCH POLICIES.LUM SHOWN MAY HAVE BEEN REOLMD BY PAID CLAMS 1JRdN alnorm sus ero Trek OF vmw MataOl 11 1 tam U) x rJ waLGENERAL LUMLrrv. QRAWMI171 IB/ICIIOCCUd 1Ca S, 0) ClAa1FAMpa OOCGIR PROMBIG UP Fawnay 5500.000 n> APPROVED BY RISK MANAGEMENT '' .,., Bv„ rv........, x�^ F., : IA®e1Pph41wpsr! exe 0p DATE 111121/ 1 f F@1601AILaAOraUU"Y S1,000, H ,gyp A Q1140. �B FBI WAIVER NIA_YES_ ! liln�RALAD IF r I 0 CL >< rower JwT Loa FROIRICTe-ODre49FA00 35,000, C AUromonsiuY.ny sum 4 Orin ouftaLMIr ,X ANYAU10 - eo0wrluuRrlrww.au p O/�MIRI® rJACHEOULIM BOOIYBLIRmpar hhp�,ae (C TfOiY N0140M1® . �AU1mORLY ....... .. 0 ��w�www�- ,�,rw,�rrw UNOM1AUM OCCUR .. eAGI OOCIBBE11q tl�ipi Ula CLABOiMDE 1 AOOREOATE I � AWMr t101R8MWfeERh Adb a.a A EQUTAW N .pfA =31274523 02/01/202302/01J2624���R SIN Ex nc Excess c - MI ELD� w AeOM fI,000. 0ii SIR app11lf per policy t!, •cendl",ions Elq -rOLCr WR " di u d iN, hWrM aeon yRre Marv"!Owmty Fin a me 1s included of additional Insured (fern 06 202G 0413 or most currant odition), share required by ttm contract, in accordance with the policy provisions of the commercial general liability policy- CN CN CERTIFICA'M HOLDER CANCELLATION CN 1040" Apt OF Tna ABOVE Dpt?7Rao FOUIM as CAICtLIID BeRORa THE I uD+Iwaa ape TWJIBOP,sOnOe mRu x OLLNU o IN wow WrH TM x POLIOTHIC!" 011B. Munroe y Fi n aeiCu�4 TAa*b R � MATm Attn; cN 490 i3rd street ocean, Suite 140 Marathon FL 33050 USA V. W�- /��`� W � /OL CI9 t.]�ARs a�l�b romeraif GIOM2015 ACORD CORAORAMN.All rWft mewEved. ACORD 25(20111M) The ACORD name and logo ave reglatersd w of ACORD LO CN CN E Packet Pg. 1590