1977 Bound Tree Medical LLC Piggyback ContractBound Tree Medical, LLC Piggyback Contract (PBA 18/19-02)
The City of Sanford ("City") enters this "Piggyback" Contract with Bound Tree
Medical, LLC, an Ohio limited liability company (hereinafter referred to as the "Vendor"),
whose address is 5000 Tuttle Crossing Boulevard, Dublin, Ohio 43016, under the terms
and conditions hereinafter provided. The City and the Vendor agree as follows:
(1). The Purchasing Policy for the City of Sanford allows for "piggybacking"
contracts. Pursuant to this procedure, the City is allowed to piggyback an existing
government contract, and there is no need to obtain formal or informal quotations,
proposals or bids. The parties agree that the Vendor has entered a contract with the
Seminole County, said contract being identified as "Term Contract For The Purchase
Of EMS Supplies And Related Components" relating to "IFB-602939-17/TLR", in
order for the Vendor to provide products and services relative to EMS supplies and
related components (said original contract being referred to as the "original
government contract")
(2). The original government contract documents are incorporated herein by
reference and is attached as Exhibit "A" to this contract. All of the terms and
conditions set out in the original government contract are fully binding on the parties
and said terms and conditions are incorporated herein; provided, however, that the
City will negotiate and enter work orders/purchase orders with the Vendor in
accordance with City policies and procedures for particular goods and services.
(3). Notwithstanding the requirement that the original government contract
is fully binding on the parties, the parties have agreed to modify certain technical
1
provisions of the original government contract as applied to this Contract between
the Vendor and the City, as follows:
NIA.
(a). Time Period ("Term") of this Contract: (state N/A if this is not applicable).
(b). Insurance Requirements of this Contract: (state NIA if this is not
applicable). N/A.
(c). Any other provisions of the original government contract that will be
modified: (state N/A if this is not applicable). N/A.
(d). Address change for the City: Notwithstanding the address and contact
information for the government entity as set out in the original government contract, the
Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business
with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue;
Sanford, Florida 32771. The City Manager's designated representative for this Contract
is Craig Radzak, Fire Chief, Fire Department Headquarters, 1303 William Clark Avenue,
Sanford, Florida 32771, telephone number 407.688.5044, and whose e-mail address is
craig.radzak@sanfordfl.gov.
(e). Notwithstanding anything in the original government contract to the
contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between
the parties arising out of this Contract shall be in Seminole County, Florida in the Court
of appropriate jurisdiction. The law of Florida shall control any dispute between the parties
arising out of or related to this Contract, the performance thereof or any products or
services delivered pursuant to such Contract.
OA
(f). Notwithstanding any other provision in the original government contract to
the contrary, there shall be no arbitration with respect to any dispute between the parties
arising out of this Contract. Dispute resolution shall be through voluntary and non-binding
mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole
County, Florida, with the parties bearing the costs of their own legal fees with respect to
any dispute resolution, including litigation.
(g). All the services to be provided or performed shall be in conformance with
commonly accepted industry and professional codes and standards, standards of the
City, and the laws of any Federal, State or local regulatory agency.
(h).
(I). IF THE CONTRACTORIVENDOR HAS QUESTIONS
1-14-911
- • • - • j .
STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI
HOUCHIN, CITY CLERK,, CMC, FCRM, CITY OF SANFORD, CITY HALL,
300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771,
TRACI.HOUCHIN@SANFORDFL.GOV.
(II). In order to comply with Section 119.0701, Florida Statutes, public
records laws, the Vendor must:
(A). Keep and maintain public records that ordinarily and necessarily would
be required by the City in order to perform the service.
9
(B). Provide the public with access to public records on the same terms and
conditions that the City would provide the records and at a cost that does not exceed
the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.
(C). Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized
by law.
(D). Meet all requirements for retaining public records and transfer, at no
cost, to the City all public records in possession of the Vendor upon termination of
the contract and destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. All records stored
electronically must be provided to the City in a format that is compatible with the
information technology systems of the City.
(III). If the Vendor does not comply with a public records request, the City
shall enforce the contract provisions in accordance with this Agreement.
(IV). Failure by the Vendor to grant such public access and comply with public
records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. The Vendor shall promptly provide the City with a copy of any
request to inspect or copy public records in possession of the Vendor and shall
promptly provide the City with a copy of the Vendor's response to each such request.
(i). All other provisions in the original government contract are fully binding on
the parties and will represent the agreement between the City and the Vendor.
SIGNATURE PAGE FOLLOWS:
M
Entered this - 9- day of if M 802--, , 2018.
Attest:
Witness # 1 Signature
Printed Name: Chad Truini
Witness # 2 Sig�lure
Printed Name: Christopher Fyffe
Traci Houchin, CIVIC,
Approved as to form and legal sufficie
William L. Colbert City Attorney
Wi
Bound Tree Medical, LLC, an Ohio
Limited Liability Company.
By: BEMS Holdings, LLC, a Delaware
Limited Liability Company.
By:
Authonedl icp--
aloTy-
P
Name: Tim Jamison
Date: '
' 09/20/2018
City Of Sanford
Exhibit "A"
[Attach original government contract]
(IFB-602939-17/TLR)
WITNESSETH -
WHEREAS, COUNTY desires to retain a competent and qualified contractor to provi-
de
EMS Supplies and Related Com
WHEREAS, COUNTY has requested;fid -r
,�Deived expressions ofinterest for the retention
of contractors to provide materials to COUNTY,knd
'qI 'Mea to provide OVS NITY with
17M, EM ME -
Supplies and Related Components and desires to provide materials according to the terms and
NOW, THEREFORE, in consideration of the mutual
70
forth in this Agreement, COUNTY and CONTRACTOR agree as followl
Vection 1. Materials. COUNTY does hereby retain CONTRACTOR to fumiNAI
materials as fluther described in the Scope of Services attached as Exhibit A and made a part of
this Agreement. CONTRACTOR is also bound by
package and all addenda to this package. Required materials will be specifically enumerated,
described, and depicted in the Release Orders authorizing purchase of specific materials. This
Agreement standing alone does not authorize the purchase of materials or require COLTNTy ti,
Secdon 2. Term. This Agreement takes effect on the date of its execution by
COUNTY and continues for a.period of three (3) years. At the sole option of COUNTY, this
Agreement may be renewed for two '(2) successive periods not to exceed one (1) year each.
Expiration of the term of this Agreement will have no effect upon Release Orders issued pursuant
to this Agreement and prior to the expiration date. Obligations by both parties under such Release
Orders will remain in effect until delivery and acceptance of the materials authorized by the
respective Release Order. The first three (3) months ofthe initial term are considered probationary.
During the probationary period, COUNTY may immediately terminate this Agreement at any time,
Term Contract for the Purchase of EMS Supplies and Related Components
(IFB-602939-17,TLR)
Page 2 of 21
Section 4. Time for Completion. The materials to be provided by CONTRACTOR
must be delivered, as specified in such Release Orders as may be issued under this Agreement,
Section S. COMPeRs2tion. COUNTY shall Compensate CONTRACTOR for t 11
materials provided for under this Agreement on a Fixed Fee basis. When a Release Order is issued
for a Fixed Fee basis, then the applicable Release Order Fixed Fee 9rionurL&jLj
(C) COUNTY shall make payments to CONTRZACTOR when requested as matedalg
Term Contract for the Purchase of EMS Supplies and Related Components
(IFB-602939-17M,R)
Page 3 of 21
The original invoice must be sent to:
Director of County Comptroller's office
Seminole County Board of County Commissioners
Post Office Box 8080
Sanford, Florida 32772
A copy of the invoice will be sent to:
Seminole County Fire Department
150 Eslinger Way
Sanford, Florida 32773
(d) Upon review and approval Of CONTRACTOR!s invoice, C® Ty shall pay
CONTRACTOR the approved amount in accordance with the terms as set forth in Chapter 218,
Part VII, Florida Statutes.
Section 7. General Terms Of P2YMent and Ming.
(b) COUNTY may perform or have Performed an audit of the records of
CONTRACTOR at any time during the term of this Agreement and after firial payment to support
final payment under this Agreement. Audits may be performed at a time mutually agreeable to
CONTRACTOR and COUNTY. Total compensation to CONTRACTOR may be determined
subsequent to an audit as provided for in this Section and the total compensation so determined
will be used to calculate final payment to CONTRACTOR. Performance of this audit will not
delay final payment as provided by subsection (a) of this Section.
Term Contract for the Purchase of EMS Supplies and Related Components
(IFB-602939-17/TIR)
Page 4 o€21
(c) CONTRACTOR shall maintain all books, documents, papers, accounting records,
and other evidence pertaining to materials provided under this Agreement in such a manner as will
readily conform to the terms of this Agreement. CONTRACTOR shall make such materials
available at CONTRACTOR's office at all reasonable times during the term of this Agreement and
for five (5) years from the date of final payment under the contract for audit or inspection as
provided for in subsection (b) of this Section.
(d) In the event. any audit or inspection conducted after final payment but within the
!Myt"n�tt�l-tnw-A!Y-07eipayment DY-CU01TY-u--nder tM
terms of the Agreement, CONTRACTOR shall refund such overpayment to COUNTY within
Section 8. RespensibMies of CONTRACTOR. COUNTys review, approval,
=,31 �7i�i--dny-mniiTn-arion—or-two-4,c
tions with respect to this Agreement does nO
operate as a waiver of any rights under this Aent or of
qMM
performance of this Agreement. CONTRACTOR is and will always remain liable to COUNTY
in accordance with applicable law for any and all damages to COUNTY caused by
CONTRACTOR's negligent or wrongful vrovision f am
Section 9. Termination.
(a) By written notice to CONTRACTOR, COUNTY may terminate this Agreement or
my Release Order issued under this Agreement, in whole or in part, at any time, either for
COUNTY's convenience or because of the faure of CONTRACTOR to fulfill its obligations
under this Agreement. Upon receipt of such notice, CONTRACTOR shall immediately
iiscontinue all services and materials affected, unless the notice directs otherwise, and deliver to
Term Contract for the Purchase of a4S Supplies and Related Components
(IFB-602939-17/TLR)
Page 5 of 21
COUNTY all data, drawings, specifications, reports, estimates, summaries, and any and all such
other information and materials of whatever type or nature as may have been accumulated by
CONTRACTOR in performing this Agreement, whether completed or in process.
(b) If the termination is for the convenience of COUNTY, CONTRACTOR will be
paid compensation for services performed and materials provided to the date oft ination.
(c) If the termination is due to the failure of CONTRACTOR to fulfill its obligations
under this Agreement, COUNTY may take over the work and carry it to completion by other
agreements or otherwise. In such case, CONTRACTOR will be liable to COUNTY for all
reasonable additional costs associated with CONTRACTOR's failure to fulfill its obligations under
this Agreement.
W) CONTRACTOR will not be liable for such additional costs if the failure to perform
the Agreement arises without any fault or ne ence of CONTRACTOR, but CONTRACTOR
will be responsible and liable for the a ions y M§ubcontractors, agents, employees, persons, and
ct
entities of a similar type or nature. Matters beyond the fault or negligence of CONTRACTOR
include acts of God or of the public enemy, acts of COUNTY in its sovereign or contractual
capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually
severe weather, but in every case the failure to perform must be beyond the control and without
r -
,e) If after notice of termination for CONTRACTOR's failure to fulfill its obligations
rVA, Ed 557 so failed, the termination wM
be conclusively deemed to have been effected for the convenience of COUNTY. In such event,
adjustment in the Agreement price will be made as provided in subsection (b) of this Section.
Term Contract for the purchase Of EMS Supplies and Related Components
(IFB-602939-17/TL1t)
Page 6 of 21
The rights and remedies of COUNTY provided for in this Section are in addition
and supplemental to any and all other rights and remedies provided by law or under this
Agreement.
Section 10. Agreement and Release Order in Conflict. Wherever the terms of this
Agreement conflict with any Release Order issued pursuant to it, this Agreement will prevail.
Section 11. Equal Opportunity Employment, CONTRACTOR shall not discriminate
against any employee or applicant for employment for work under this Agreement because of race,
color, religion, sex, age, disability, or national origin. CONTRACTOR shall take steps to ensure
that applicants are employed and employees are treated during employment without regard to race,
color, religion, sex, age, disability, or national origin. This Provision includes, but is not limited
to the following: enlPloYment, upgrading, demotion or transfer, recruitment advertising, layoff or
termination, rates of pay or other forms of
, sensation and selection for training including
apprenticeship.
M
Section 12. NO Contingent Fees. CONTRACTOR warrants that it has not employ(M
or retained any company or person other than a bona fide employee working solely for
CONTRACTOR to solicit or secure this Agreement and that it has not paid or agreed to pay my
person, company, corporation, individual, or firtri, other than a bona fide employee worldng solely
for CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon
or resulting from award or making of this Agreement. For the breach or violation of this provision,
COUNTY will have the right to terminate the Agreement at its sole discretion without liability and
to deduct from the Agreement price or otherwise recover the full amount of such fee, commission,
Term Contract for the Purchase of EMS Supplies and Related Components
(IFB-602939-17/TLR)
Page 7 of 21
Section 13. Conflict of Interest
(a) CONTRACTOR shall not contract for or accept employment for the Performance
of any work or service with any individual, business, corporation, or government unit that would
create a conflict of interest in the performance of its obligations pursuant to this Agreement with
COUNTY.
(b) CONTRACTOR shall neither take any action nor engage in any conduct that woul
cause any COUNTY employee to violate the provisions of Chapter 112, Florida Statutes, relating
to ethics in government.
(c) In the event that CONTRACTOR causes or in any way Promotes or encourages a
C® TY officer, employee, Or agent to violate Chapter 112, Florida Statutes, CC 'Ty has the
right toterminate this Agreement.
Section 14. Assignment. Neitherh - isAgreernent nor any interest in it may be assigned,
transferred, or otherwise encumbered under any (�?��mstances by either party without prior written
consent of the other party and in such cases only by a document of equal dignity with this
Agreement.
Rection 15. Subcontractors. Unless expressly provided to the contrary elsewhere in
this Agreement COUNTY' does not intend for CONTRACTOR to engage or contra for 0r the
services of any subcontractors under this Agreement. Notwithstanding any other provision of this
Agreement, CONTRACTOR shall first secure the prior written approval Of COUNTY before
engaging or contracting for the services of any subcontractors under this Agreement.
CONTRACTOR will remain fiffly responsible to COUNTY for the services of any subcontractors
under this Agreement.
Term Contract for the Purchase of EMS, Supplies and Related Components
(IFB-602939-17/TLR)
Page 8 of 21
Section 16. Indemnification of COUNTY. CONTRACTOR shall hold harmless,
release, and indemnify COUNTY and its commissioners, officers, employees, and agents against
any and all claims, losses, damages, or lawsuits for damages arising from, allegedly arising from,
or related to CONTRACTOR's provision of materials under this Agreement. This hold harmless,
release, and indemnification by CONTRACTOR includes any claim based on negligence, action,
or inaction of CON -TRACTOR.
Section 17. Insurance.
(8) 9-e—neral. CONTRACTOR shall procure insurance required under this Section at
(1) CONTRACTOR shall furnish COUNTY with a Certificate of Insurance on
a current ACO RD Form signed by an authorized representative of the insurer evidencing the
insurance required by this Section (Professjqnql', ,iability, Workers' Compensation/Employers
Liability, Commercial General Liability, and Nosiness Auto). COUNTY, its officials, officers,
and employees must be named additional insured under the Commercial General Liability policy.
If the policy provides for a blanket additional insured coverage, CONTRACTOR shall provide a
copy of the section of the policy along with the Certificate of Insurance. If the coverage does not
exist, the Policymust,be endorsed to include the additional insureds as described in this subsection.
The Certificate of Insurance must provide that COUNTY will be given, by policy endorsement,
not less than thirty (30) days written notice prior to the cancellation or non -renewal, or by a method
acceptable to COUNTY. Until such time as the insurance is no longer required to be maintained
by CONTRACTOR, CONTRACTOR shall provide COUNTY with a renewal or replacement
Certificate of Insurance before expiration or replacement of the insurance for which a previous
Term Contract for the Purchase of EMS Supplies and Related Components
(EFB-602939-17/TLR)
Page 9 of 21
(2) The Certificate Of Insurance must contain of statement that it is being
provided in accordance with the insurance requirements as stated in this Section, and that the
insurance is in full compliance with the insurance requirements of this Agreement. The
Certifleate of Insurance must have this Agreement number clearly marked on its face®
�3) In addition to providing the Ceitificate of Insurance on a current ACOR!*
Form, upon request as required by COUNTY, CONTRACTOR shall provide COUNTY with a
certified copy of each of the policies of insurance providing the coverage required by this Section
within thirty (30) days after receipt of the request. Certified copie's of policies may only be
movided b tb
(4) Neither approval by COUNTY nor fOure to disapprove the insurance
fin-nished by CONTRACTOR will relieve CONTRACTOR Of its full responsibility for
performance of any obligation, including its ind fication of COUNTY under this Agreement.
(b)
Insurance companies providing the insurance
under this A.,weement a iuqt;,
(1) Companies issuing policies (other than Workers, Compensation) must be
Mr
—
-Tr.T7-r4nM='�-
it . A
Dy Me Florida Pice of Insurance lRe�: Nl
(2) In addition, such companies must have and maintain, at a minimum, a Best's
Rating of "A-" and a minimum Financial Size CategOrY of -VIP according to A.M. Best Company.
(3) If, during the period which an insurance company is providing the insuran=
TY- OW, W I ins ce comp y (i) lo es its C I te f Autho ty,
�AT �uran an s ertifica o •ri
or (ii) fails to maintain the requisite Best's Rating and Financial Size Category, then as soon as
CONTRACTOR has knowledge of any such circumstance, CONTRACTOR shall immediately
Term Contract for the Purchase of EMS Supplies and Related Components
(IFB-602939-17/TLR)
Page 10 of 21
notify COUNTY and immediately replace the insurance coverage provided by the insurance
company with a different insurance company meeting the requirements of this Agreement. Until
such time as CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to
COUNTY, CONTRACTOR will be deemed to be in default of this Agreement.
(c) 5922ifloli2ns- Without limiting any of the other obligations or liability of
CONTRACTOR, CONTRACTOR shall procure, maintain, and keep in force amounts and types
of insurance conforming to the minimum requirements set forth in this subsection at
CONTRACTOR's sole expense. Except as otherwise specified in this Agreement, the insurance
must become effective upon execution of this Agreement by CONTRACTOR and must be
maintained in force until the expiration of this Agreement's term or the expiration of an Work
Orders issued under this Agreement, whichever comes first. Failure by CONTRACTOR to
maintain insurance coverage within the stl period and in compliance with insurance
requirements of COUNTY will constitute algke'rial breach of this Agreement, for which this
Agreement may beimmediately terminated by COUNTY. The amounts and types of insurance
must conform to the following minimum requirements:
(A) CONTRACTOR's insurance must cover it for liability that would be
covered by the latest edition of the standard Workers' Compensation policy as filed for use
'e
Florida by the National Council on Compensation insurance without restrictive endorsemenj
I
CONTRACTOR will also be responsible for procuring proper proof of coverage. fi-orn i
subcontractors of every tier for liabilitij which is a resu-60f"q+-
WaVXr"fMy%91rd
subcontractor's employees. The minimum required limits to be provided by both CONTRACT
and its subcontractors are outlined in subsection (C) below. In addition to coverage for the Florid]
I enn Contract for the Purchase of EMS Supplies and Related -Components
(UB-602939-17/TLR)
Page 11 of 21
"N71YU07-MM—pensation Act, where appropriate, coverage is to be included for the United St7tes
Longshoremen and Harbor Workers' Compensation Act, Federal Employees, Liability Ar
and
(B) Subject to the restrictions g found in the standard
Workers' Compensation policy, there must be no maximum limit on the amount Of coverage for
liability imposed by the Florida Workers, Compensation Act, the United States Longshoremen's
and Harbor Workers' Compensation Act, or any other coverage customarily insured under part
One of the standard Workers' Compensation policy.
�'C) The minimum amount Of coverage under Part Two of the standard
Work 1 Co It - - -
$500,000-00 (Each Accident)
$500,000-00 (Disease -Policy Limit)
$500,000-00 (]Pff ",-Each Employee)
(A) CONTRACTOR's insurance must cover it for those sources of
liability which would be covered by the latest edition of the standard Commercial General Liability
Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the insurance
Services Office, without the attachment of restrictive endorsements, other than the elimination of
Coverage C, Medical Payment and the elimination of coverage for Fire Damage Legal Liability.
(B) The minimum limdts to be maintained by CONTRACTOR
(inclusive of any amounts provided by an Umbrella or Excess P . .11qz V., im;ul "t
General Aggregate TWO Times (2x) the Each Occurrence Lin-dt
Personal & Advertising $1,000,000.00
Injury Limit
Each Occurrence Limit $1,000,000.00
Tenn Contract for the Purchase Of EMS Supplies and Related Components
(IFB-602939-17/TLR)
Page 12 of 21
(3) Professional Liability Insurance. CONTRACTOR shall carry Professional
and 1110/100 Dollars (s I 0o0 00,0.00
1000.00,
,4) RRaig�h�
(A) CONTRACTOWs insurance must cover it for those sources of
liability which would be covered by Part IV Of the latest edition of the standard Business Auto
Policy (ISO FOnn CA 00 01), as filed for use in the State of Florida by the Insurance Services
Office, without the attachment of restrictive endorsements. Coverage must include owned, non -
(B) The minimum limits to be maintained by CONTRACTOR
(inclusive of any amounts provided by an Umbrella or Excess policy) Must be per -accident
combined single limit for bodily injury liability and property damage liability. If the coverage is
subject to an aggregate, CONTRACTOR shalll'jtwin separate aggregate limits of coverage
applicable to claims arising out of or in connd&ff�n with the work under this Agreement. The
separate aggregate limits to be maintained by CONTRACTOR must be a minimum Of three timea
(3x) the per -accident limit required and will apply separately to each policy year or part of it.
I
kC) The minimum amount Of coverage under the Business Auto Policy
Each Occurrence Bodily $ 1,000,000.
Injury and Property Damage
Liability Combined
(d) 12 Mera g. The insurance provided by CONTRACTOR pursuant to this Agreement
will apply on a primary and non-contributory basis, and any other insurance or self-insurance
maintained by COUNTY or couNTY-s officials oflicers
!IV t
Term Contract for the Purchase of EMS Supplies and Related Components
(IFB-602939-171TLR)
Page 13 of 21
6MI
11-1 Occurrence Basis, The Workers' Compensation policy, the Commercial General
Liability and the Umbrella Policy required by this Agreement must be provided on an occurrence
rather than a claims -made basis. The Professional Liability insurance Policy may be on an
occurrence basis or claims -made basis. If a claims -made basis, the coverage must respond to all
claims reported within three (3) years following the period for which coverage is required and
which would have been covered had the coverage been on an occurrence basis.
M _0_b_JiM1_i0r�s. Compliance with the foregoing insurance requirements will not
relieve CONTRACTOR, its employees or its agents of liability from any obligation under this
Section or any other provision of this Agreement,
Section 18. Dispute Resolution.
(a) In the event of a dispute related to any Performance or payment obligation arising
under this Agreement, the parties shall exhaust': YNTY dispute resolution procedures prior to
Ming suit or otherwise pursuing legal remedie'K.- COUNTY dispute resolution procedures for
proper invoice and payment disputes are set forth in Section 22.15, "Prompt Payment Procedures, "
Seminole County Administrative Code. Contract claims include all controversies and disputes
between the parties under this Agreement, except disputes addressed by the Prompt Payment
Procedures arising under this Agreement within the dispute resolution procedures set forth in
Section 3.5540, "Contract Claims," Seminole County Administrative Code.
(b) In any lawsuit or legal proceeding arising under this Agreement, CONTRACTOR
hereby waives any claim or defense based on facts or evidentiary materials that were not presented
for consideration in COUNTY dispute resolution procedures set forth in subsection (a) above, of
which CONTRACTOR had knowledge and failed to present during COUNTY dispute resolution
procedures.
Term Contract for the Purchase of EMS Supplies and Related Components
(I1~B-602939-17MA)
Page 14 of 21
(c) In the event that COUNTY dispute resolution procedures are exhausted and a
lawsuit or legal proceeding is filed, the parties shall exercise best efforts to resolve disputes through
voluntary mediation and to select a mutually acceptable mediator. The Parties participating in the
mediation shall share the costs of mediation equally.
Section 19. Representatives of COUNTY and CONTRACTOR.
(a) It is recognized that questions in the day to day conduct of performance pursuant
to this Agreement may arise. Upon request by CONTRACTOR, COUNTY shall designate and
advise CONTRACTOR in writing of one or more of its employees to whom to address all
communications pertaining to the day-to-day conduct of this Agreement. The designated
representative will have the authority to transmit instructions, receive information, and interpret
and define CC 's policy and decisions pertinent to the work covered by this Agreement.
(b) At all times during the normal " ' k week, CONTRACTOR shall designate or
appoint one or more representatives who are aiithorized to act on behalf Of CONTRACTOR and
bind CONTRACTOR regarding all matters involving the conduct of the performance pursuant to
this Agreement, and who will keep COUNTY continually and effectively advised of such
designation.
Section 20. An Prior Agreements Superseded. This Agreement incorporates and
includes all prior negotiations, correspondence, conversations, agreements, or understandings
applicable to the matters contained in this Agreement and the parties agree that there are no
commitments, agreements, or understandings concerning the subject matter of this Agreement that
are not contained or referred to in this document. Accordingly, it is agreed that no deviation from
the terms of this Agreement may be predicated upon any prior representations oragreements,
whether oral or written.
i erm contract for the Purchase of EMS Supplies and Related -Components
(IM-602939-17MR)
Page 15 of 21
Section 21. Modifications, Amendments, or Alterations. No modification,
amendment, or alteration in the terms or conditions contained in this Agreement will be effective
unless contained in a written amendment executed with the same formality and of equal dignity
with this Agreement.
Section 22. Independent Contractor. Nothing in this Agreement is intended or may
creatmg or establishmg a relationship of co
parties, or as constituting CONTRACTOR (including its officers, employees, and agents) as an
agent, representative, or employee of COUNTY for any purpose or in any manner whatsoever.
CONTRACTOR is to be and will remain forever an independent contractor with respect to all
Section 23. Employee Status. persons employed by CONTRACTOR in the
performance of services and functions pursu hi
119 t s Agreement have no claim to pension,
workers' compensation, unemployment compe-n0ation, civil service, or other employee rights or
privileges granted to CO 's officers and employees, either by operation of law or by
AMM "161
W'ection 24. Services Not Provided For. No claim for services or materials fumishlci
by CONTRACTOR not specifically provided for in this Agreement will be honored by COUNTY.
Section 25. Public Records Law.
(a) CONTRACTOR acknowledges CO Y's obligations under Article 1, Section
24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members
of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply
with Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling
of the materials created -under this Agreement and this statute controls over the terms of this
Term Contract for the Purchase of EMS Supplies and Related Components
(IF13-602939-171171,R)
Page 16 of 21
Agreement. Upon COUNTY's request, CONTRACTOR shall provide COUNTY with all
requested public records in CONTRACTOR's possession, or shall allow COUNTY to inspect or
copy the requested records within a reasonable time and at a cost that does not exceed costs as
(b) CONTRACTOR specifically acknowledges its obligations to Comply with Section
TVIFIMS and shall peribrm the followin
(1) Contractor shall keep and maintain public records that ordinarily ami
necessarily would be required by COUNTY in order to perform the services or provide the
(2) Contractor shall provide the public with access to public records on the
same terms and conditions that COUNTY would provide the records and at a cost that does not
exceed the cost provided in Chapter 119, Florida-Stotes, or as otherwise provided by law.
(3) Contractor shall ensureIR6 ic records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed, except as authorized by law.
(c) Upon termination of this Agreement, CONTRACTOR shall transfer, at no cost to
COUNTY, all public records in possession of CONTRACTOR, or keep and maintain public
records required by COUNTY under Us Agreement, If CONTRACTOR transfers all public
records to COUNTY upon completion of this Agreement, CONTRACTOR shall destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements. If CONTRACTOR keeps and maintains the public records upon completion of this
Agreement, CONTRACTOR shall meet all applicable reVIU-M-7119-A Aa1dAfkTTMft(--
rS+jr,_C,S.
All records stored electronically must be provided to COUNTY, upon request of COUNTY , in a
fonnat that is compatible with the information technology systems of COUNTY.
i erns L;onaut tor the Purchase of EMS Supplies aMlatW�Compouents
(IF1B-602939-17/TLR)
Page 17 of 21
(d) Failure to Comply with this Section will be deemed a material breach of this
Agreement for which COUNTY may terminate this Agreement immediately upon written notice
to CONTRACTOR. CONTRACTOR may also be subject to statutory penalties as set forth in
Section 119. 10, Florida Statutes.
Section 26. Compliance with Laws and Regulations. In providing a services and
materials pursuant to this Agreement, CONTRACTOR shall abide by all statutes, ordinances,
rules, and regulations pertaining to or regulating the provisions of such services and materials,
including those now in effect and subsequently adopted. Any violation of these statutes,
ordinances, rules, or regulations will constitute a material breach of this Agreement and will entitle
COUNTY to terminate this Agreement immediately upon delivery of written notice of termination
toCONTRACTOR.
Section 27. Patents and Royalties. Unless otherwise provided, CONTRACTOR is
solely responsible for obtaining the right to use any patented or copyrighted materials in the
Term Contract for the Purchase of EMS Supplies and Related Components
(IFB-602939-17ffl,R)
Page 18 of 21
performance of this Agreement. CONTRACTOR, without exception, shall indemnify and save
harmless COUNTY and its employees from liability of any nature or kind, including costs and
expenses for or on account of any copyrighted, patented, or unpatented invention, process, or
article manufactured or supplied by CONTRACTOR. In the event of any claim against COUNTY
of copyright or patent infringement, COUNTY shall promptly provide written notification to
CONTRACTOR. If such a claim is made, CONTRACTOR shall use its best efforts to promptly
purchase for COUNTY any infringing products or services or procure a license at no cost to
COUNTY that will allow continued use of the service or product. If none of the alternatives are
reasonably available, COUNTY shall return the article on request to CONTRACTOR and receive
reimbursement, if any, as maybe determined by a court of competent jurisdiction.
Section 28. Notices. Whenever either party desires to give notice o, other, it musi
be given by written notice, sent by registerpd,oy certifi U t States mail, return rmeipj
ed ni ed
requested, addressed to the party for whom it is ffirended at the place last specified. The place for
giving of notice will remain such until it has been changed by written notice in compliance with
5he provisions of this Section. For the present, the narties degi,
150 Eslinger Way
Sanford, Florida 32773
OF
Bound Tree Medical LLC I
lRi-Rm-4,
Dublin, Ohio 3 4016
Term Contract for the Purchase of Ems Supplies and Related Components
(IFB-602939-17/TLR)
Page 19 of 21
Section 29. Rights At Law Retained. g and remedies of COUNTY provided
for under this Agreement are in addition and supplemental to any other rights and remedies
MEMM =-
Section 30. Headings and Captions. All headings and captions contained in this
not be used to defite. deq Ike
IN WITNESS WHEREOF, the parties have made and executed this Agreement for th4
[Balance of thispage intentionally blank signatory page continues on Page 21j
Term Contract for the Purchase of EMS Supplies and Related Components
(IFIL -642939-Z7 .R)
Page 20 of 21
�*FIUMJV
County Attorney
Within the authority delegated by the County
Manager pursuant to Section 3.554, Seminole
County Administrative Code.
Term ntract for the Purchase of EMS Supplies and Related components
(IFB-602939-17/TLR)
Page 21 of 21
Exobit "A"
Scope
Scope of Services
Project Information — Terms and Conditions
1. The Vendor shall be responsible for furnishing EMS Supplies and it Equipment as
specified in this Invitation for Bid documents.
2. Fixed prices shall include all costs, including, but not limited to General Administrative,
Overhead, Fringe and benefits, transportation and profit.
3. Authorization for delivery of materials by the successful Provider under this Agreement
shall be in the form of written Release Orders issued and executed by the County. Each
Release Order shall describe the products required and shall state the delivery
information.
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1 st
1. AGREEMENT. This Purchase Order including these terms, conditions, and other
referenced documents such as solicitations, specifications, and responses constituththe
sole and entire agreement between the parties hereto. The County does hereby retain
the Supplier to famish those sen+ices/commodities and perform those tasks as described
in this purchase order and as further described in the scope of services, attached hereto
and incorporated herein, if applicable, This order shad be construed and interpreted
under the laws of the State of Florida. Jurisdiction and venue, with respect to any suit in
connection with this order, shall reside in Seminole County, Florida.
2. DELIVERY OF GOODS AND SERVICES. Failure to deliver the items or provide the
service hereby ordered strictly within the time specified shall entitle the County to cancel
this order holding the Supplier accountable therefore, and may change the Supplier with
any increased cost or other loss incurred thereon pursuant to Chapter 672 of the Florida
Statutes, unless deferred shipment is requested and agreed to by the County In writit .
Payment or mice of any item after the delivery date shall not constitute a waiver
of the County's right to cancel this order with respect to subsequent deliveries.
3. WARRANTY. Supplier warrants all materials and services covered by this order to
conform strictly to the specikations, drawings, or samples as specified or furnished, and
to be free from latent or patent defects in material or workmanship. If no quality is
specified, the Supplier warrants to Canty that the goods or service shall be of the best
grade of their respective kinds, or will meet or exceed the applicable standards for the
industry represented, and is fit for County's particular purpose. Supplier further warrants
that at the lime the goats or services are accepted by County, they shad have been
produced, sold, delivered, and furnished in strict compliance with all applicable Federal
and State laws, municipal ordinances, regulations, rules, labor agreements, and working
conditions to which the goods or services are subject in addition to, and not in lieu of
the above, that at the time of acceptance, the goods or services are applicable, meet or
excel the applicable standards imposed by (a) Consumer Product Safety Aka, (b)
Occupational Safety and Heath Act (Public Law 91-5961, as amended, (c) Fair tabor
Standards Act, as amended, and (d) the goods and services furnished hereunder are
tree of any claims or liens of whatever nature whether rightful or otherwise of any person,
corporation, partnership, or association.
4. MODIFICATIONS. This order can be modified or rescinded only in writing by the
parties or their duly authorized agents.
5. TERMINATION. The County may, by written notice to the Supplier, terminate this
cider, in whole or in part, at any time, either for the County's convenience or because
of the failure of the Supplier to fulfill Supplie's agreement obligations. Upon receipt of
such notice, Supplier shad discontinue all deliveries affected unless the notice di acts
otherwise. in such event, County shall be liable only for materials or components
procured, or work done, or supplies partially fabricated within the auftization of this
order. in no event shad County be liable for incidental or consequential damages by
reason of such termination.
6. INDEMNIFICATION. Supplier agrees to protea, indemnify, save, and hold harmless
County, its officers, and employees from and against all losses, costs, and expenses,
and from and against all claims, demands, suits, and actions for damages, losses, costs,
and expenses and from and against all liability awards, claims of patent Infringement,
judgments, and decrees of whatsoever nature for any and all damages to property of
the County or others of whalsoever nature and for any and all injury to any persons
arising out of or resulting from the negligence of Supplier, breach of this order in the
manufacture of goods, from any defect in materials or workmanship, from the failure of
the goods to perform to its full capacity as specified in the order, specification, or other
data, or from the breach of any express or implied warrants. The remedies afforded to
the County by this clause are aunuulative with, and in no way affect any other legall
remedy the Canty may have under this oder or at law.
7. INSURANCE. Supplier shad obtain and maintain in force adequate insurance as
directed by the County. Supplier may also be required to carry workers' compensation
insurance in accordance with the laws of the State of Florida. Supplier shall furnish
County with Certificate of Insurance for all service related purchase orders and other
specialized services performed at Supplier's location. Any certificate requested shad be
provided to the Purchasing and Contracts Division within ten (10) days from notice.
Supplier shall notify the County in the event of cancellation, material change, or
altercation related to the Supplier's Insurance Certificate. All policies shall name
.,Seminole County as an additional insured.
8. INSPECTION. At goods and services are subject to inspection and rejection by the
County at any time including during their manufacture, construction, or preparation
notwithstanding any prior payment or inspection. Without limiting any ofthe rights itmay
have, the County, at is option, may require the Supplier, at the Supplies expense, to:
(a) promptly, repair or replace any or all rejected goods, or to cure or re -perform any or
all rejected services, or (b) to refund the price of any or all rejected goods or services.
Ag such rejected goods w81 be held for the Supplkr's prompt inspection at the Supplier's
risk Nothing contained herein shall refeve, in any way, the Supplier frau the obligation
of testing, inspection, and quality control.
9. TAXES. Seminole County Government is a non-profit organization and not subject to
tax.
10. FLORIDA PROMPT PAYMENT ACT. Suppliers shad be paid in accordance with the
State of Florida Prompt Payment Act, Section 218.70, Florida Statutes, upon submission
of proper invoice(s) to County Clark of the Court and Comptroller, P. 0. Box 8080,
Sanford, Florida 32772. invoices are to be bitted at the prices stipulated on the purchase
order. Ad invoices must reference Seminole CounWs order number.
11. PAYMENT TERMS. It shall be understood that the cash discount period to the
County will be from the date of the invoice and not from the receipt of goodalservices.
12. PRICE PROTECTION. Supplier warrants that the price(s) set forth herein are equal
to the lowest net price and the terms and condt8ons of sale are as Favorable as the
price(s), terms, and conditions afforded by the Supplier to any other customer for goods
or services of comparable grade or quality during the term hereof. Supplier agrees that
any price reductions made in the goods or services covered by this order, subsequent to
its acceptance but prior to payment thereof, will be applicable to this order.
13. PACKAGING AND SHIPPING, Unless otherwise speed, oil products shad be
packed, packaged, marked, and otherwise prepared for shipment in a manner that is: (a)
in accordance with good commercial practice; and (b) acceptable to common carriers for
shipment at the lowest rate for the particular product, and in accordance with ICC
regulations, and adequate to insure safe arrival of the product at the named destination
and for storage and protection against weather. Suppler shad mark all containers with
necessary tilting, handling, and shipping information, and also this oder number, date of
shipment, and the name of the consignee and consignor. An Itemized packing sheet
must accompany each shipmenL All shipments, unless specified differently, shall be
FOB destination.
14. QUANTITY. The quantities of goods, as indicated on the face hereof, must not be
exceeded without prior written authorization from County. Excess quantities may be
returned to Supplier at Supplier's expense.
15. ASSIGNMENT. Supplier may not assign, transfer, or subcontract this anter or any
right or obligation hereunder without County's written consent Any purported assignment
transfer or subcontract shall be null and void.
16. EQUAL OPPORTUNITY EMPLOYER. The County is an Equal Employment
Opportunity (EEO) employer, and as such requires all Suppliers or vendors to comply
with EEO regulations with regards to gender, age, race, veteran status, country of origin,
and creed as may be applicable to the Supplier. Any subcontracts entered into shad
make reference to this clause with the same degree of application being encouraged.
When applicable, the Supplier shall comply with all State and Federal EEO regulations.
17. RIGHT TO AUDiT RECORDS. The Canty shad be entitled to audit the books and
records of Supplier to the extent that such books and records relate fo the performance
of the order or any supplement to the order. Supplier stall maintain such books and
records for a period of three (3) years from the date of final payment ureter the order
unless the County otherwise authorizes a shorter period in writing.
18. FISCAL YEAR FUNDING APPROPRIATION. Unless othenvise provided by lav, a
order for supplies andtor services may be entered into for any period of time deemed to
be in the best interest of the County provided the term of the order and conditions of
renewal or extension, if any, are included in the solicitations, and funds are available for
the inhiai fiscal period of the order. Payment and performance oblations for succeeding
fiscal periods shall be subject to the annual appropriation by County.
19. FAILURE TO ACCEPT PURCHASE ORDER. Failure of the Supplier to accept the
order as specified may be cause for cancellation of the award. Suppliers who default
are subject to suspension and/or debarment.
20. AGREEMENT AND PURCHASE ORDER IN CONFLICT. Whenever the terns and
conditions of the ter Agreement conflict with any Purchase Order issue!
pursuant to it the MainiMaster Agreement shag prevail.
21. FLORIDA PUBLIC RECORDS ACT. Vendor must allow public access to all
documents, papers, Mars or other material, whether made or received in conjunction
with this Purchase Order which ane subject to the public records at, Chapter 119,
Florida Statutes.
Rev. 6/2017