HomeMy WebLinkAboutCity of Tamarac Resolution R-2023-123TR14025
October 25, 2023
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2023-
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
TAMARAC, FLORIDA, TO APPROVE AND EXECUTE
PURCHASE AGREEMENT WITH BOUND TREE MEDICAL LLC
TO PURCHASE EMERGENCY MEDICAL SERVICES SUPPLIES
AND RELATED COMPONENTS FOR A THREE YEAR TERM WITH AN
EFFECTIVE DATE UPON EXECUTION OF THE AGREEMENT
THROUGH APRIL 27, 2026 FOR A TOTAL AMOUNT OF FIFTY THREE
THOUSAND DOLLARS ($53,000) FOR FY24, FIFTY FIVE THOUSAND
DOLLARS ($55,000) FOR FY25 AND FIFTY EIGHT THOUSAND
DOLLARS ($58,000) FOR FY26 FOR A TOTAL AMOUNT NOT TO
EXCEED ONE HUNDRED SIXTY SIX THOUSAND DOLLARS ($166,000)
FOR THE THREE YEAR TERM AND AUTHORIZE THE CITY MANAGER
TO EXTEND THE TOTAL DOLLAR AMOUNT BY AN ADDITIONAL TEN
THOUSAND DOLLARS ($10,000) ANNUALLY BASED UPON EXIGENT
CIRCUMSTANCES, AUTHORIZING THE APPROPRIATE CITY
OFFICIALS TO EXECUTE THE PURCHASE AGREEMENT;
PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Bound Tree Medical LLC offers EMS medical supplies and
related components and promotes standardization of medical supplies across the
County and offers governmental discounted prices, and
WHEREAS, Bound Tree Medical LLC is offering Tamarac Fire Rescue the
same contract terms and discounted pricing offered to Seminole County as the
City is eligible to piggy -back with other governmental agencies' agreement; and
WHEREAS, City Code Section 6-148 (e) provides that the City may
purchase goods or services from the federal government, any state or political
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subdivision thereof, or any municipality without requiring additional competition;
and
WHEREAS, due to Federal Guidelines changes and enforcement, BSO' s
Fire Rescue Regional Logistics Unit will not be able to sell medication including
narcotics and other controlled substances; and
WHEREAS, Tamarac Fire Rescue will purchase all EMS medical supplies
and related components including narcotics from Bound Tree Medical LLC; and
WHEREAS, Tamarac Fire Rescue Department is requesting authorization to
execute a Purchase Agreement with Bound Tree Medical LLC for the purchase of
EMS medical supplies and related components in the amount of fifty three thousand
dollars ($53,000) for FY24, fifty five thousand dollars ($55,000) for FY25, and fifty
eight thousand dollars ($58,000) for FY26 for a total amount not to exceed one
hundred and sixty six thousand ($166,000) dollars for the three-year period and
authorize the City Manager to extend the total dollar amount by an additional ten
thousand ($10,000) dollars annually based upon exigent circumstances; and
WHEREAS, it is the recommendation of the Fire Chief and the Purchasing
Contracts Manager to execute a Purchase Agreement with Bound Tree Medical
LLC for the purchase of EMS medical supplies and related components from
Bound Tree Medical LLC; and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it
to be in the best interest of the citizens and residents of the City of Tamarac to
approve and execute the Purchase Agreement with Bound Tree Medical LLC for
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October 25, 2023
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the purchase of EMS medical supplies and related components from Bound Tree
Medical LLC, attached hereto as Exhibit 1.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this
Resolution. All exhibits attached hereto are incorporated herein and made a
specific part of this Resolution.
SECTION 2: The appropriate City Officials are hereby authorized to
execute the Purchase Agreement with Bound Tree Medical LLC attached hereto
as Exhibit 1 for the purchase of EMS medical supplies and related components
from Bound Tree Medical LLC in the amount of fifty three thousand dollars
($53,000) for FY24, fifty five thousand dollars ($55,000) for FY25, and fifty eight
thousand dollars ($58,000) for FY26 for a total amount not to exceed one
hundred and sixty six thousand ($166,000) dollars for the three-year period and
authorize the City Manager to extend the total dollar amount by an additional
ten thousand ($10,000) dollars annually based upon exigent circumstances
SECTION 3: All Resolutions or parts of Resolutions in conflict herewith
are hereby repealed to the extent of such conflict.
SECTION 4: If any clause, section, other part, or application of this
Resolution is held by any court of competent jurisdiction to be unconstitutional or
invalid, in part or application, it shall not affect the validity of the remaining
portions or applications of this Resolution.
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SECTION 5: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this a�day of DCTV8 ; 2023.
ATTEST:
KIMBERLY D LON,
CMC, CITY CLERK
MICHELLE J. GOMEZ, M OR
RECORD OF COMMISSION VOTE:
MAYOR GOMEZ
DIST 1: V/M BOLTON
DIST 2: COMM. WRIGHT JR
DIST 1 COMM. VILLALOBOS
DIST 4: COMM. DANIEL
APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR THE USE AND
RELIANCE OF THE CITY OF TAMARAC ONLY.
HA TTIN T
CITY ATTORNEY
TAMARAC
The City For Your Life
AGREEMENT
BETWEEN THE CITY OF TAMARAC
AND
BOUND TREE MEDICAL, LLC
THIS AGREEMENT is entered into on 0LT08&x— aS, , 20;3Z between the
City of Tamarac, a municipal corporation with principal offices located at 7525 NW 88'h Avenue,
Tamarac, Florida 33321 (City) and Bound Tree Medical, LLC, an Ohio corporation duly authorized
as a Florida Foreign Limited Liability Company with principal offices located at 5000 Tuttle
Crossing Boulevard, Dublin, Ohio 43016 Contractor) for the purpose of providing EMS Medical
Supplies and Related Components to the City of Tamarac. The parties hereby agree to the
following terms and conditions.
In return for valuable consideration as determined by the City's specific needs, Contractor
shall comply with the terms and conditions within the Seminole County (Florida) Contract
# IFB-604500-23/GCM attached hereto as Exhibit A. All terms and conditions of the
contract documents set forth in Exhibit A are incorporated herein as if set forth in full,
except as modified by the proposal specific to the City of Tamarac as set forth in Exhibit
B attached hereto and incorporated herein as if set forth in full.
2. Upon execution of this Agreement, all references made to the Seminole County (Florida)
Contract # IFB-604500-23/GCM in Exhibit A and Exhibit B shall be interpreted as
pertaining to the City of Tamarac, and all terms and conditions of Exhibit A and Exhibit B
shall be deemed as having been implemented for use within the City of Tamarac. It is
understood that wherever the words "agency name" or "agency board name" appear, they
shall be read as "City of Tamarac" and "City of Tamarac Commissioners".
3. Term:
The term of this Agreement shall be concurrent with the term set forth in Exhibit A, through
April 27, 2026 effective on the date of approval of this Agreement. The City reserves the
right to renew this Agreement for up to two (2) additional one (1) year terms for up to an
additional two (2) years, in the event that the Agreement is renewed by Seminole County.
4. This agreement, Exhibit A and Exhibit B constitute the entire agreement between the City
and the Contractor. In the event of a conflict between these documents, this Agreement
shall prevail, followed in precedence by Exhibit B and Exhibit A in that order.
5. Contract Pricing and Payments:
The Contract Pricing for the above work is as shown in the "Proposal Document Report"
included as a part of Exhibit A, the Seminole County Contract # !FB-0604500-23/GCM.
Payments shall be governed by the Local Government Prompt Payment Act, F.S., Part
VII, Chapter 218.
6. Insurance: In addition to the insurance requirements stated in the Seminole County
Agreement, Contractor shall obtain at Contractor's expense all necessary insurance in
such form and amount as specified in the original bid document or as required by the City's
Risk and Safety Manager before beginning work under this Agreement including, but not
limited to, Workers' Compensation, Commercial General Liability, and all other insurance
as required by the City. Contractor shall maintain such insurance in full force and effect
during the life of this Agreement. Contractor shall provide to the City's Risk and Safety
Manager certificates of all insurances required under this section prior to beginning any
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work under this Agreement. The Contractor will ensure that all subcontractors comply with
the above guidelines and will retain all necessary insurance in force throughout the term
of this agreement. The following minimal insurance coverage shall be provided:
a. Worker's Compensation Insurance: The Contractor shall procure and maintain for
the life of this Agreement, Workers' Compensation. Insurance covering all
employees with limits meeting all applicable state and federal laws. This coverage
shall include Employer's Liability with limits meeting all applicable state and federal
laws. This coverage must extend to any sub -Contractor that does not have their own
Workers' Compensation and Employer's Liability Insurance. The policy must contain
a waiver of subrogation in favor of the City of Tamarac, executed by the insurance
company. A sixty (60) day notice of cancellation is required and must be provided to
the City of Tamarac via Certified Mail.
b. Comprehensive General Liability: The Contractor shall procure and maintain, for the
life of this Agreement, Comprehensive General Liability Insurance. This coverage
shall be on an "Occurrence" basis. Coverage shall include Premises and
Operations; Independent Contractors' Products and Completed Operations and
Contractual Liability. This policy shall provide coverage for death, personal injury or
property damage that could arise directly or indirectly from the performance of this
Agreement.
The minimum limits of coverage shall be $1,000,000 per Occurrence, Combined
Single Limit for Bodily Injury Liability and Property Damage Liability.
The City must be named as a certificate holder and an additional insured for General
Liability coverage unless Owners and Contractors' Protective Coverage is also
provided or required. Sixty (60) days written notice must be provided to the City via
Certified Mail in the event of cancellation.
C. Business Automobile Liability: The Contractor shall procure and maintain, for the
life of the Agreement, Business Automobile Liability Insurance.
This coverage shall be an "Any Auto" type policy. Sixty (60) days written notice must
be provided to the City via Certified Mail in the event of cancellation.
The Minimum Limits of Coverage shall be $1,000,000 per occurrence, Combined
Single Limit for Bodily Injury Liability and Property Damage Liability.
In the event that sub -contractors used by the Contractor do not have insurance, or
do not meet the insurance limits, Contractor shall indemnify and hold harmless the
City for any claim in excess of the sub -Contractors' insurance coverage, arising out
of negligent acts, errors or omissions of the sub -contractors.
e. Contractor shall not commence work under this Agreement until all insurance
required as stated herein has been obtained and such insurance has been approved
by the City.
Contractor shall indemnify and hold the City harmless for any damages resulting
from failure of the Contractor to take out and maintain such insurance.
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Contractor's Liability Insurance policies shall be endorsed to add the City as an
additional insured. Contractor shall be responsible for payment of all deductibles
and self-insurance retentions on Contractor's Liability Insurance policies.
7. Indemnification:
a. The Contractor shall indemnify and hold harmless the City, its elected and
appointed officials, employees, and agents from any and all claims, suits, actions,
damages, liability, and expenses (including attorneys' fees) in connection with loss
of life, bodily or personal injury, or property damage, including loss of use thereof,
directly or indirectly caused by, resulting from, arising out of or occurring in
connection with the operations of the Contractor or its officers, employees, agents,
subcontractors, or independent Contractors, excepting only such loss of life, bodily
or personal injury, or property damage solely attributable to the gross negligence
or willful misconduct of the City or its elected or appointed officials and employees.
The above provisions shall survive the termination of this Agreement and shall
pertain to any occurrence during the term of this Agreement, even though the claim
may be made after the termination hereof.
b. Upon completion of all services, obligations and duties provided for in this
Agreement, or in the event of termination of this Agreement for any reason, the terms
and conditions of this Article shall survive indefinitely.
C. The Contractor shall pay all claims, losses, liens, settlements or judgments of any
nature whatsoever in connection with the foregoing indemnifications including, but
not limited to, reasonable attorney's fees (including appellate attorney's fees) and
costs.
d. The City and Contractor recognize that various provisions of this Agreement,
including but not limited to this Section, provide for indemnification by the Contractor
and requires a specific consideration be given there for. The Parties therefore agree
that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby
acknowledged, is the specific consideration for such indemnities, and the providing
of such indemnities is deemed to be part of the specifications with respect to the
services to be provided by Contractor. Furthermore, the City and Contractor
understand and agree that the covenants and representations relating to this
indemnification provision shall sere the term of this Agreement and continue in full
force and effect as to the City's and the Contractor's responsibility to indemnify.
e. City reserves the right to select its own legal counsel to conduct any defense in
any such proceeding and all costs and fees associated therewith shall be the
responsibility of Contractor under the indemnification agreement.
f. Nothing contained herein is intended nor shall it be construed to waive City's rights
and immunities under the common law or Florida Statute 768.28 as amended from
time to time.
8. Non -Discrimination & Equal Opportunity Employment:
During the performance of the Contract, the Contractor and its subcontractors shall not
discriminate against any employee or applicant for employment because of race, color,
sex including pregnancy, religion, age, national origin, marital status, political affiliation,
familial status, sexual orientation, gender identity and expression, genetic information or
disability if qualified. The Contractor will take affirmative action to ensure that employees
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and those of its subcontractors are treated during employment, without regard to their
race, color, sex including pregnancy, religion, age, national origin, marital status, political
affiliation, familial status, sexual orientation, gender identity or expression, genetic
information or disability if qualified. Such actions must include, but not be limited to, the
following: employment, promotion; demotion or transfer; recruitment or recruitment
advertising, layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Contractor and its subcontractors
shall agree to post in conspicuous places, available to its employees and applicants for
employment, notices to be provided by the contracting officer setting forth the provisions
of this nondiscrimination clause. The Contractor further agrees that he/she will ensure that
all subcontractors, if any, will be made aware of and will comply with this nondiscrimination
clause.
9. Independent Contractor:
This Agreement does not create an employee/employer relationship between the Parties.
It is the intent of the Parties that the Contractor is an independent contractor under this
Agreement and not the City's employee for any purposes, including but not limited to, the
application of the Fair Labor Standards Act minimum wage and overtime payments,
Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment
Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation
Act, and the State Unemployment Insurance law. The Contractor shall retain sole and
absolute discretion in the judgment of the manner and means of carrying out Contractor's
activities and responsibilities hereunder provided, further that administrative procedures
applicable to services rendered under this Agreement shall be those of Contractor, which
policies of Contractor shall not conflict with City, State, or United States policies, rules or
regulations relating to the use of Contractor's funds provided for herein. The Contractor
agrees that it is a separate and independent enterprise from the City, that it had full
opportunity to find other business, that it has made its own investment in its business, and
that it will utilize a high level of skill necessary to perform the work. This Agreement shall
not be construed as creating any joint employment relationship between the Contractor
and the City and the City will not be liable for any obligation incurred by Contractor,
including but not limited to unpaid minimum wages and/or overtime premiums.
10. Assignment and Subcontracting:
Contractor shall not transfer or assign the performance required by this Agreement without
the prior consent of the City. This Agreement, or any portion thereof, shall not be
subcontracted without the prior written consent of the city.
11. Termination:
a. Termination for Convenience: This Agreement may be terminated by the City for
convenience, upon seven (7) days of written notice by the City to the Contractor
for such termination in which event the Contractor shall be paid its compensation
for services performed to termination date, including services reasonably related
to termination. In the event that the Contractor abandons this Agreement or causes
it to be terminated, Contractor shall indemnify the city against loss pertaining to
this termination.
b. Default by Contractor: In addition to all other remedies available to the City, this
Agreement shall be subject to cancellation by the City for cause, should the
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Contractor neglect or fail to perform or observe any of the terms, provisions,
conditions, or requirements herein contained, if such neglect or failure shall
continue for a period of thirty (30) days after receipt by Contractor of written notice
of such neglect or failure.
12. Public Records
a. The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes.
The Contractor shall comply with Florida's Public Records Law. Specifically, the
Contractor shall:
Keep and maintain public records required by the City in order to perform
the service;
2. Upon request from the City's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed
the cost provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
authorized by law for the duration of the contract term and following
completion of the contract if the contractor does not transfer the records to
the City.
4. Upon completion of the contract, transfer, at no cost to the City, all public
records in possession of the Contractor, or keep and maintain public
records required by the City to perform the service. If the Contractor
transfers all public records to the City upon completion of the contract, the
Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of the
contract, the Contractor shall meet all applicable requirements for retaining
public records. All records stored electronically must be provided to the
City, upon request from the City's custodian of public records in a format
that is compatible with the information technology systems of the City.
During the term of the contract, the Contractor shall maintain all books, reports and
records in accordance with generally accepted accounting practices and standards
for records directly related to this contract. The form of all records and reports shall
be subject to the approval of the City's Auditor. The Contractor agrees to make
available to the City's Auditor, during normal business hours and in Broward, Dade
or Palm Beach Counties, all books of account, reports and records relating to this
contract.
13. Scrutinized Companies
By execution of this Agreement, in accordance with the requirements of F.S. 287.135 and
F.S. 215.473, Contractor certifies that Contractor is not participating in a boycott of Israel.
Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott
Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has
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Contractor been engaged in business operations in Syria. Subject to limited exceptions
provided in state law, the City will not contract for the provision of goods or services with any
scrutinized company referred to above. Submitting a false certification shall be deemed a
material breach of contract. The City shall provide notice, in writing, to Contractor of the City's
determination concerning the false certification. Contractor shall have five (5) days from
receipt of notice to refute the false certification allegation. If such false certification is
discovered during the active contract term, Contractor shall have ninety (90) days following
receipt of the notice to respond in writing and demonstrate that the determination of false
certification was made in error. If Contractor does not demonstrate that the City's
determination of false certification was made in error then the City shall have the right to
terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes,
as amended from time to time.
14. E-Verify
As a condition precedent to entering into this Agreement, and in compliance with Section
448.095, Fla. Stat., Contractor and its subcontractors shall, register with and use the E-Verify
system to verify work authorization status of all employees hired after January 1, 2021.
Contractor shall require each of its subcontractors to provide Contractor with an affidavit
stating that the subcontractor does not employ, contract with, or subcontract with an
unauthorized alien. Contractor shall maintain a copy of the subcontractor's affidavit as part
of and pursuant to the records retention requirements of this Agreement. City, Contractor,
or any subcontractor/subconsultant who has a good faith belief that a person or entity with
which it is contracting has knowingly violated Section 448.09(1), Fla. Stat. or the provisions
of this section shall terminate the contract with the person or entity. City, upon good faith
belief that a subcontractor knowingly violated the provisions of this section; but Contractor
otherwise complied, shall promptly notify Contractor and Contractor shall immediately
terminate the contract with the subcontractor. An agreement or contract terminated under
the provisions of this section is not a breach of contract and may not be considered such.
Any agreement or contract termination under the provisions of this section may be challenged
pursuant to Section 448.095(2)(d), Fla. Stat. Contractor acknowledges that upon termination
of this Agreement by the City for a violation of this section by Contractor, Contractor may not
be awarded a public contract for at least one (1) year. Contractor further acknowledges that
Contractor is liable for any additional costs incurred by the City as a result of termination of
any contract for a violation of this section. Contractor or subcontractor shall insert in any
subcontracts the clauses set forth in this section; requiring the subcontractors to include
these clauses in any lower tier subcontracts. Contractor shall be responsible for compliance
by any subcontractor or lower tier subcontractor with the clauses set forth in this section.
Agreement Subject to Funding
This agreement shall remain in full force and effect only as long as the expenditures
provided for in the Agreement have been appropriated by the City Commission of the City
of Tamarac in the annual budget for each fiscal year of this Agreement; and is subject to
termination based on lack of funding.
15. Venue:
This Agreement shall be governed by the laws of the State of Florida as now and hereafter
in force. The venue for actions arising out of this agreement is fixed in Broward County,
Florida.
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16. Signatory Authority:
The Contractor shall provide the City with copies of requisite documentation evidencing
that the signatory for Contractor has the authority to enter into this Agreement.
17. Severability; Waiver of Provisions
Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provisions in any other jurisdiction. The non -enforcement of any
provision by either party shall not constitute a waiver of that provision nor shall it affect the
enforceability of that provision or of the remainder of this Agreement.
18. No Construction Against Drafting Party:
Each party to this Agreement expressly recognizes that this Agreement results from the
negotiation process in which each party was represented by counsel and contributed to
the drafting of this Agreement. Given this fact, no legal or other presumptions against the
party drafting this Agreement concerning its construction, interpretation or otherwise
accrue to the benefit of any party to the Agreement, and each party expressly waives the
right to assert such a presumption in any proceedings or disputes connected with, arising
out of, or involving this Agreement.
19. Notice
Any notice, demand, communication, or request required or permitted hereunder shall be in
writing and delivered in person; sent by U.S. Certified Mail, U.S. Express Mail, air or ground
courier services or by messenger service, addressed to the party for whom it is intended
at the following addresses.
CITY
City Manager
City of Tamarac
7525 NW 88'h Avenue
Tamarac, FL 33321
With a copy to City Attorney at the same address.
CONTRACTOR
Bound Tree Medical, LLC
5000 Tuttle Crossing Boulevard
Dublin, Ohio 43016
ATTN: Manager of Bids &
Contracts
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20. Public Records Custodian
IF THE CONTRACTOR 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 AT:
CITY CLERK
7525 NW 88TH AVENUE
ROOM 101
TAMARAC, FL 33321
(954) 597-3505
CITYCLERK(WTAMARAC.ORG
Remainder of Page Intentionally Blank
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IN WITNESS WHEREOF, the parties have made and executed this Agreement on the
respective dates under each signature. CITY OF TAMARAC, signing by and through its
Mayor and City Manager, and CONTRACTOR, signing by and through its President
duly authorized to execute same.
p�q. . •�,�``
ATTEST: �', • ' ��
Kimberly Dilloh, CIVIC
City Clerk
1101
Date
ATTEST:
Signature of Corporate Secretary
Darrell Hughes
Corporate Secy.
(CORPORATE SEAL)
CITY OF TAMARAC
Michelle J. Gomez, VaXr
Date
Approv@V as to form and legal sufficiency:
4att not, ity Attorney
Date
r
Bounds Vee Medical, LLC
Comp y clme:
Signature of President
Rob Meriweather
President
Da et 1 -1
Lid
TAMARAC
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CORPORATE ACKNOWLEDGEMENT
STATE OF Fw1=@#B0F: OHIO
SS
COUNTY OF FRANKLIN
I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid
and in the County aforesaid to take acknowledgments, personally appeared Rob Meriweather,
President of Bound Tree Medical, LLC an Ohio Limited Liability Company duly registered as a
Florida Foreign Limited Liability Company, to me known to be the person(s) described in and who
executed the foregoing instrument and acknowledged before me that he/she executed the same.
WITNESS my hand and official seal this 3 day of October , 2023 .
Signature of Notary Public
State of Ri,la at Large
KRYSTA K MARTIN OHIO
Notary Public, State of Ohio
My Comm. Expires aI�4V- ' 3 Print, Type or Stamp
Name of Notary Public
❑ Personally known to me or
❑ Produced Identification
Type of I.D. Produced
❑ DID take an oath, or
DID NOT take an oath.
EXHIBIT A
TERM CONTRACT FOR EMS MEDICAL SUPPLIES AND RELATED COMPONENTS
(IFB-604500-23/GCM)
THIS AGREEMENT is dated as of the � day of-�, 2023, by and between
BOUND TREE MEDICAL, LLC, duly authorized to conduct business in the State of Florida,
whose address is 5000 Tuttle Crossing Boulevard, Dublin, OH 43016, in this Agreement referred
to as "CONTRACTOR", and SEMINOLE COUNTY, a charter county and political subdivision
of the State of Florida, whose address is Seminole County Services Building, 1101 E. I' Strect,
Sanford, Florida 32771, in this Agreement referred to as "COUNTY".
WITNESSETH:
i
WHEREAS, COUNTY desires to retain the services of a competent and qualified
i contractor to provide medical supplies and equipment to Seminole County; and
WHEREAS, COUNTY has requested and received expressions of interest for the retention
of services of contractors; and
WHEREAS, CONTRACTOR is competent and qualified to provide materials to
COUNTY, and desires to provide materials according to the terms and conditions stated in this
Agreement,
NOW, THEREFORE, in consideration of the mutual understandings and covenants set
forth in this Agreement, COUNTY and CONTRACTOR agree as follows:
Section 1. Materials. COUNTY hereby retains CONTRACTOR to provide materials as
further described in the Scope of Services attached as Exhibit A and made a part of this Agreement.
CONTRACTOR is also bound by all requirements as contained in the solicitation package, all
I
addei da to this package, and CONTRACTOR's submission in response to this solicitation.
Required materials will be specifically enumerated, described, and depicted in the Release Orders
Term Contract for EMS Medical Supplies and Related Components
(IF13-604500-23/GCM)
Page I of 21
------------------------------------------------------------------------
Certified Copy - Grant Nialoy Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller eCertified at 05/03/2023 10:57:57 -04:00
Seminole Countp, Florid:
eCertified Id: 8DCB-5BEC-54EC
Page 1 of 27
authorizing purchase of specific materials. This Agreement standing alone does not authorize the
purchase of materials or require COUNTY to place any orders for materials.
Section 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 entered 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 of the initial term are considered probationary. During the
probationary period, COUNTY may immediately terminate this Agreement at any time, with or
without cause, upon written notice to CONTRACTOR.
I
Section 3. Authorization for Materials. Authorization for provision of materials by
CONTRACTOR under this Agreement must be in the form of written Release Orders issued and
executed by COUNTY. A sample Release Order is attached as Exhibit B. Each Release Order
will describe the materials required, state the dates for delivery of materials, and establish the
amount and method of payment. The Release Orders must be issued under and incorporate the
terms of this Agreement. COUNTY makes no covenant or promise as to the number of available
Release Orders or that CONTRACTOR will perform any Release Order for COUNTY during the
life of this Agreement. COUNTY reserves the right to contract with other parties for the services
contemplated by this Agreement when it is determined by COUNTY to be in the best interest of
COUNTY to do so.
Section 4. Time for Completion. The materials to be provided by CONTRACTOR will
be delivered, as specified in such Release Orders as may be issued under this Agreement, within
the time specified in the Release Order,
Tenn Contract for EMS Medical Supplies and Related Components
(IFB-604500-23/GCM)
page 2 of 21
---------------------------
Certified Copy - Grant Maio y yam... Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller ` `_
Seminole County, Florid = eCertified at 05/03/2023 10:57:57 -04:00
eCertified Id: 8DCB-5BEC-54EC
Page 2 of 27
Section 5. Compensation. COUNTY shall compensate CONTRACTOR for the materials
i
provided for under this Agreement on a Fixed Fee basis at the rates as outlined in Exhibit C. When
a Release Order is issued on a Fixed Fee basis, then the applicable Release Order Fixed Fee amount
will include any and all reimbursable expenses and will be based on the unit pricing attached to
this Agreement, or as reduced in the quoting process leading to specific Release Orders.
Section 6. Payment and Billing.
(a) CONTRACTOR shall supply all materials required by the Release Order, but in no
event will CONTRACTOR be paid more than the negotiated Fixed Fee amount stated within each
I
Release Order.
(b) For Release Orders issued on a Fixed Fee basis, CONTRACTOR may invoice the
amount due based on the percentage of total Release Order materials actually provided, but in no
event may the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage
of the total services actually completed.
(c) COUNTY shall make payments to CONTRACTOR when requested as materials
are provided, but not more than once monthly. Each Release Order will be invoiced separately.
At the close of each calendar month, CONTRACTOR shall render to COUNTY an itemized
invoice, properly dated, describing any materials provided, the cost of the materials provided, the
name I and address of CONTRACTOR, Release Order Number, Contract Number, and any other
information required by this Agreement.
(d) Submittal instructions for invoices are as follows:
(1) The original invoice must be emailed to:
AP@SeminaleClerk.org
(2) The original invoice may also be mailed or delivered to:
Director of County Comptroller's Office
Seminole County Board of County Commissioners
Term Contract for EMS Medical Supplies and Related Components
(IFB-604500-23/GCM)
Page 3 of 21
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Certified Copy - Grant Nlaloy Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller'
Seminole County, Florid; eCertified at 05/03/2023 10:57:57 -04:00
eCertified Id: 8DCB-5BEC-54EC
yy
Page 3 of 27
l
_
,
' !• -
II
P.O. BOX 8080
Sanford, FL 32772-8080
I (3) A copy of the invoice must be sent to:
Seminole County Fire Department
150 Eslinger Way
Sanford, FL 32773
(e) Upon review and approval of CONTRACTOR's invoice, COUNTY 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 Payment and Billing.
(a) Upon satisfactory delivery of materials required under this Agreement and upon
acceptance of the materials by COUNTY, CONTRACTOR may invoice COUNTY for the full
amount of compensation provided for under the terms of this Agreement less any amount already
paid I by COUNTY.
(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 final 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.
(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
I
Term Contract for EMS Medical Supplies and Related Components
(IFB-60450o-23/GCM)
Page 4 of 21
------------------------------------------------------------------------
Certified Copy - Grant Maloy ,w Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller
Seminole County, Florid- eCertified at 05/03/2023 10:57:57 -04:00
eCertified Id: 8DCB-5BEC-54EC
u,
Page 4 of 27
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
period provided in paragraph (e) of this Section reveals any overpayment by COUNTY under the
terms of the Agreement, CONTRACTOR shall refund such overpayment to COUNTY within
thirty (30) days of notice by COUNTY.
Section 8. No Waiver by Forbearance. COUNTY's review of, approval and acceptance
of, or payment for the materials or services required under this Agreement does not operate as a waiver
of any rights under this Agreement, or of any cause of action arising out of the 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 provision of any of the materials or services provided under this Agreement.
Section 9. Termination.
(a) COUNTY may, by written notice to CONTRACTOR, terminate this Agreement or
any Release Order issued under this Agreement, in whole or in part, at any time, either for
COUNTY's convenience or because of the failure of CONTRACTOR to fulfill its obligations
under this Agreement. Upon receipt of such notice, CONTRACTOR shall immediately
discontinue all services affected, unless the notice directs otherwise, and deliver to 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 to the date of termination.
Term Contract for EMS Medical Supplies and Related Components
(IFB-604500-23/GCM)
Page 5 of 21
------------------------------------------------------------------------
Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an CtiomptroIler eCertified at 05/03/2023 10:57:57 -04:00
Seminole County, Florid:
4� eCertified Id: 8DCB-5BEC-54EC
Page 5 of 27
(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.
(d) CONTRACTOR will not be liable for such additional costs if the failure to perform
the Agreement arises without any fault or negligence of CONTRACTOR, but CONTRACTOR
will be responsible and liable for the actions by its subcontractors, agents, employees, persons, and
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
any'fault or negligence of CONTRACTOR.
(e) If after notice of termination for CONTRACTOR's failure to fulfill its obligations
under this Agreement it is determined that CONTRACTOR had not so failed, the termination will
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.
(f) 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
i
Agreement.
Section 10. Conflict with Contract Documents. Wherever the terms of this Agreement
conflict with any Release Order issued pursuant to it or any other contract documents, including
proposals submitted by CONTRACTOR, this Agreement will prevail. For the avoidance of doubt,
Tenn Contract for EMS Medical Supplies and Related Components
(IFB-604500-23/GCM)
Page 6 of 21
------------------------------------------------------------------------
Certified Copy - Grant MaloyAo, Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Conrt an Comptroller ' °>, eCertified at 05/03/2023 10:57:57 -04:00
Seminole County, Florid:
eCertified Id: 8DCB-5BEC-54EC
ty
Page 6 of 27
proposals and any other documents submitted by CONTRACTOR are not incorporated into this
Agreement, unless expressly stated otherwise.
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: employment, upgrading, demotion or transfer, recruitment advertising, layoff or
termination, rates of pay or other forms of compensation and selection for training including
apprenticeship.
Section 12. No Contingent Fees. CONTRACTOR warrants that it has not employed 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 any
person, company, corporation, individual, or firm, other than a bona fide employee working 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,
percentage, gift, or consideration.
i Section 13. Conflict of Interest.
(a) CONTRACTOR shall not engage in any action that would create a conflict of
interest in the performance of its obligations pursuant to this Agreement with COUNTY or violate
or cause others to violate the provisions of Chapter 112, Part Ill, Florida Statutes, relating to ethics
in government.
Term Contract for EMS Medical Supplies and Related Components
(IFB-604500-23/GCM)
Page 7 of 21
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Certified Copy -Grant 119ator Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller, eCertified at 05/03/2023 10:57:57 -04:00
Seminole County, Florid: �� �
- eCertified Id: 8DCB-5BEC-54EC
4y
Page 7 of 27
I
(b) CONTRACTOR hereby certifies that no officer, agent, or employee of COUNTY
s has Iany material interest (as defined in Section 112.312(15), Florida Statutes, as over 5%), either
directly or indirectly, in the business of CONTRACTOR to be conducted under this Agreement
and that no such person will have any such interest at any time during the term of this Agreement.
Section 14. Assignment. Neither this Agreement nor any interest in it may be assigned,
transferred, or otherwise encumbered under any circumstances by either party without prior written
consent of the other party and in such cases only by a document of equal dignity with this
i
Agreement.
Section 15. Subcontractors. CONTRACTOR shall first secure the prior written approval
I
of COUNTY before engaging or contracting for the services of any subcontractors under this
Agreement. CONTRACTOR will remain fully responsible to COUNTY for the services of any
subci ntractors under this Agreement.
Section 16. , Indemnification of COUNTY. To the fullest extent permitted by law,
CONTRACTOR shall hold harmless, release, and indemnify COUNTY, its commissioners,
officers, employees, and agents from any and all claims, losses, damages, costs, attorney fees, and
lawsuits for damages arising from, allegedly arising from, or related to CONTRACTOR's
provision of materials or services under this Agreement caused by CONTRACTOR's act or
omission in the performance of this Agreement.
I Section 17. Insurance.
(a) General. CONTRACTOR shall procure and maintain insurance required under this
Section at CONTRACTOR's own cost.
(1) CONTRACTOR shall provide COUNTY with a Certificate of Insurance on
a current ACORD Form signed by an authorized representative of the insurer evidencing the
insurance required by this Section (Professional Liability, Workers' Compensation/Employer's
Term Contract for EMS Medical Supplies and Related Components
(IFB-604500-23/GCM)
Page 8 of 21
------------------------------------------------------------------------
Certified Copy - Grant Maio y Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller`° +; Seminole County, Florid eCertified at 05/03/2023 10:57:57 -04:00
} eCertified Id: 8DCB-5BEC-54EC
Page 8 of 27
Liability, Commercial General Liability, and Business Auto). The Certificate must have the
Agreement number for this Agreement dearly marked on its face. COUNTY, its officials,
officers, and employees must be named additional insureds under the Commercial General
Liability, Umbrella Liability and Business Auto policies. 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 policy must be endorsed
to include the named additional insureds as described in this subsection. The Certificate of
Insurance must provide that COUNTY will be provided, 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
i
CONTRACTOR, CONTRACTOR shall provide COUNTY with a renewal or replacement
Certificate of Insurance before expiration or replacement of the insurance for which a previous
i
Certificate of Insurance has been provided.
(2) In addition to providing the Certificate of Insurance on a current ACORD
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 copies of policies may only be
provided by the insurer, not the agent or broker.
(3) Neither approval by COUNTY nor failure to disapprove the insurance
provided by CONTRACTOR will relieve CONTRACTOR of its full responsibility for
performance of any obligation, including its indemnification of COUNTY, under this Agreement.
! (b) Insurance Company Requirements. Insurance companies providing the insurance
under this Agreement must meet the following requirements:
Tenn Crintract for EMS Medical'Supplies and Related Components
(IFB-604500-23/GCM)
Page 9 of 21
---------- -------------------------------------------------------------
Certified Copy -Grant Maloy "r-,U. Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller
\`- eCertified at 05/03/2023 10:57:57 04:00
Seminole Counh. Florid
eCertified Id: 8DCB-5BEC-54EC
Page 9 of 27
(1) Companies issuing policies must be authorized to conduct business in the
State of Florida and prove such authorization by maintaining Certificates of Authority or Letters
I
of Eligibility issued to the companies by the Florida Office of Insurance Regulation. Alternatively,
i
policies required by this Agreement for Workers' Compensation/Employer's Liability, may be
those authorized as a group self -insurer by Section 624.4621, Florida Statutes.
(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"VII" according to A.M. Best Company.
(3) If, during the period that an insurance company is providing the insurance
coverage required by this Agreement, an insurance company (i) loses its Certificate of Authority,
or (ii) fails to maintain the requisite Best's Rating and Financial Size Category, the
CONTRACTOR shall immediately notify COUNTY as soon as CONTRACTOR has knowledge
of any such circumstance 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.
i (c) Specifications. 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
will 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 all Orders
issued under this Agreement, whichever comes last. Failure by CONTRACTOR to maintain this
required insurance coverage within the stated period will constitute a material breach of this
Term Contract for EMS Medical Supplies and Related Components
(IFS-604500-23/GCM)
Page 10 of21
--------------------------------------------------------P-----------
Certified COpy_Grant MalOV "°:�, Seminole CountyClerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller
Seminole County, Florid: eCertified at 05/03/2023 10:57:57 -04:00
r eCertified Id: 8DCB-5BEC-54EC
Page 10 of 27
Agreement, for which COUNTY may immediately terminate this Agreement. The amounts and
types of insurance must conform to the following minimum requirements:
(1) Workers' Compensation/Emo[over's Liability.
(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 in
Florida by the National Council on Compensation Insurance without restrictive endorsements.
i
CONTRACTOR is also responsible for procuring proper proof of coverage from its subcontractors
of every tier for liability that is a result of a Workers' Compensation injury to the subcontractor's
employees. The minimum required limits to be provided by both CONTRACTOR and its
subcontractors are outlined in subsection (C) below. In addition to coverage for the Florida
Workers' Compensation Act, where appropriate, coverage must be included for the United States
Longshoremen and Harbor Worker's Compensation Act, Federal Employee's Liability Act, and
any other applicable Federal or State law.
(B) Subject to the restrictions of coverage found in the standard
Workers' Compensation policy, there will 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 Worker's 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
Wormers' Compensation policy is required to be the following:
$500,000.00 (Each Accident)
$500,000.00 (Disease -Policy Limit)
$500,000.00 (Disease -Each Employee)
(2) Commercial General Liability.
Term Contract for EMS Medical Supplies and Related Components
(IFB-W500-23/GCM)
Page 11 of21
71 IF
------------------------------------------------------------------------
Certified Copy - Grant Nlaloy Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller s' eCertified at 05/03/2023 10:57:57 -04:00
Seminole County, Florid:
eCertified Id: 8DCB-5BEC-54EC
Page 11 of 27
(A) CONTRACTOR's insurance must cover it for those sources of
liability that would be covered by the latest edition of the standard Commercial General Liability
I
Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance
Services Office. Coverage must not contain any endorsements excluding or limiting
Products/Compfeted Operations, Contractual Liability, or Separation of Insureds.
(B) CONTRACTOR shall maintain these minimum insurance limits:
General Aggregate Two Times (2x) the Each Occurrence Limit
Personal & Advertising $1,000,000.00
Injury Limit
Each Occurrence Limit $1,000,000.00
Pollution Liability $1,000,000.00
(3) Professional Liability Insurance. CONTRACTOR shall carry Professional
Liability Insurance with limits of not less than One Million and No/l00 Dollars ($1,000,000.00).
(4) Business Auto Policv.
(A) CONTRACTOR's insurance must cover CONTRACTOR for
those sources of liability which would be covered by Section 11 ofthe latest edition ofthe standard
i'
Business Auto Policy (ISO Form CA 00 01), as filed for use in the State of Florida by the
insurance Services Office. Coverage must include owned, non -owned, and hired autos or any
I
auto used by CONTRACTOR. In the event CONTRACTOR does not own automobiles,
CONTRACTOR shall maintain coverage for hired and non -owned auto liability for autos used by
CONTRACTOR, which may be satisfied by way of endorsement to the Commercial General
Liability policy or separate Business Auto Liability policy. If the contract involves operations
governed by Sections 29 or 30 of the Motor Carrier Act of 1980, endorsement MCS-90 is required.
(B) The minimum limits to be maintained by CONTRACTOR must be
per -accident combined single limit for bodily injury liability and property damage liability.
Term Contract for EMS Medical Supplies and Related Components
(IFB-604500-23/GCM)
Page 12 of 21
------------------------------------------------------------------------
Certified Copy - Grant ttiitaloy Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court anJ Comptroller Seminole County, eCertified at 05/03/2023 10:57:57 -04:00
Florid;
y
eCertified Id: 8DCB-5BEC-54EC
Page 12 of 27
(C) The minimum amount of coverage under the Business Auto Policy
is required to be the following:
Combined Single Limit $1,000,000.00
(d) Coverage. The insurance provided by CONTRACTOR pursuant to this Agreement
must apply on a primary and non-contributory basis, and any other insurance or self-insurance
maintained by COUNTY or COUNTY's officials, officers, or employees must be in excess of and
not i contributing to the insurance provided by or on behalf of CONTRACTOR.
(e) 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
I
which would have been covered had the coverage been on an occurrence basis.
(f) Obligations. 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 Section 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 COUNTY administrative dispute resolution
procedures prior to filing a lawsuit or otherwise pursuing legal remedies. COUNTY administrative
I
dispute resolution procedures for proper invoice and payment disputes are set forth in Section
22.15; "Prompt Payment Procedures," Seminole County Administrative Code. COUNTY
I
administrative dispute resolution procedures for contract claims related to this Agreement, other
Tenn Contract for EMS Medical Supplies and Related Components
(IFB-604500-23/GCM)
Page 13 of 21
------------------------------------------------------------------------
Certified Copy - Grant Nialoy ,r �, Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller
Seminole County, Florida eCertified at 05/03/2023 10:57:57 -04:00
eCertified Id: 8DCB-5BEC-54EC
Page 13 of 27
i
that for proper invoice and payment disputes, are set forth in Section 3.5541, "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 administrative dispute resolution procedures set forth in subsection
(a) (above of which CONTRACTOR had knowledge and failed to present during COUNTY
administrative dispute resolution procedures.
(c) In the event that COUNTY administrative 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 voluntary 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
I
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 COUNTY's policy and decisions pertinent to the work covered by this Agreement.
(b) At all times during the normal work week, CONTRACTOR shall designate or
appoint one or more representatives who are authorized 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.
Tenn Contract for EMS Medical Supplies and Related Components
(IFB-6045oa23/GCM)
Page 14 of 21
------------------------------------------------------------------------
Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller
Seminole County, Florid. eCertified at 05/03/2023 10:57:57 -04:00
4,
eCertified Id: 8DCB-5BEC-54EC
Page 14 of 27
Section 20. All 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
i
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 or agreements,
whether oral or written.
t
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 be
construed as in any manner creating or establishing a relationship of co-partners between the
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 and will remain forever an independent contractor with respect to all services
performed under this Agreement.
Section 23. Employee Status. Persons employed by CONTRACTOR in the performance
of services and functions pursuant to this Agreement have no claim to pension, workers'
compensation, unemployment compensation, civil service, or other employee rights or privileges
granti d to COUNTY's officers and employees, either by operation of law or by COUNTY.
Section 24. Services Not Provided For. No claim for services provided by
CONTRACTOR not specifically provided for in this Agreement will be honored by COUNTY
Term Contract for EMS Medical Supplies and Related Components
(I Fill-604500-23/GCM)
Page 15 of 21
------------------------------------------------------------------------
Certified Copy - Grant MalOSeminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller
Seminole Count, Florid, eCertified at 05/03/2023 10:57:57 -04:00
eCertified Id: 8DCB-5BEC-54EC
Page 15 of 27
Section 25. Public Records Law.
(a) CONTRACTOR acknowledges COUNTY's obligations under Article I, 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
i
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
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
provided under Chapter 119, Florida Statutes.
(b) CONTRACTOR specifically acknowledges its obligations to comply with Section
119.0701, Florida Statutes, with regard to public records and shall perform the following:
(1) CONTRACTOR shall keep and maintain public records that ordinarily and
necessarily would be required by COUNTY in order to perform the services required under this
Agreement,
(2) CONTRACTOR shall provide COUNTY with access to public records on
the same terns and conditions that COUNTY would provide the records and at a cost that does
not exceed the cost provided in Chapter 1 l 9, Florida Statutes, or as otherwise provided by law.
(3) CONTRACTOR shall ensure public 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 this Agreement. If CONTRACTOR transfers all public
Term Contract for EMS Medical Supplies and Related Components
(IFB-604500-23/GCM)
Page 16 of 21
------------------------------------------------------------------------
Certified Copy -Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller `.
eCertified at 05/03/2023 10:57:57 -04:00
Seminole County, Florid:
eCertified Id: 8DCB-5BEC-54EC
Page 16 of 27
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 requirements for retaining public records.
All (records stored electronically must be provided to COUNTY, upon request of COUNTY, in a
format that is compatible with the information technology systems of COUNTY.
i (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.
(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
CONTRACTOR's DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTRACTOR MAY CONTACT THE
CUSTODIAN OF PUBLIC RECORDS, THE SEMINOLE COUNTY
PURCHASING AND CONTRACTS MANAGER, AT 407-665-7,116,
PURCH@SEMINOLECOUNTYFL.GOV, PURCHASING AND
CONTRACTS DIVISION,1301 E. SECOND STREET, SANFORD, FL 32771.
I
Section 26. Governing Law, Jurisdiction, and Venue. The laws of the State of Florida
govern the validity, enforcement, and interpretation of this Agreement. The sole jurisdiction and
venue for any legal action in connection with this Agreement will be in the courts of Seminole
County, Florida.
Term Contract for EMS Medical Supplies and Related Components
(IFB-W500-23/GCM)
Page 17 of 21
------------------------------------------------------------------------
Certified Copy - Grant Maloy ���-"-c=�,� Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller ° eCertified at 05/03/2023 10:57:57 -04:00
Seminole Count , Florid:
eCertified Id: 8DCB-5BEC-54EC
Page 17 of 27
i
_ _ire;• G , 1
Section 27. Compliance with Laws and Regulations. In providing all services pursuant
to this Agreement, CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations
pertaining to or regulating the provision of such services, 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 to CONTRACTOR.
Section 28. Patents and Royalties. Unless otherwise provided, CONTRACTOR is solely
responsible for obtaining the right to use any patented or copyrighted materials in the 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 unliatented 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 the legitimate version of any infringing products or services or procure a
license from the patent or copyright holder at no cost to COUNTY that will allow continued use
of the service or product. If none of these alternatives are reasonably available, COUNTY shall
return the article on request to CONTRACTOR and receive reimbursement, if any, as may be
determined by a court of competent jurisdiction.
Section 29. Notices. Whenever either party desires to give notice to the other, it must be
given by written notice, sent by registered or certified United States mail, return receipt requested,
addressed to the party for whom it is intended 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 the
Tenn Contract for EMS Medical Supplies and Related Components
(IFB-�604500-23/GCM)
Page 18 of 21
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Certified Copy - Crant Mato-"-^r,4,, Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller€' -' eCertified at 05/03/2023 10:57:57 -04:00
Seminole County, Florid:
4y
eCertified Id: 8DCB-5BEC-54EC
Page 18 of 27
provisions of this Section. For the present, the parties designate the following as the respective
places for giving of notice:
For COUNTY:
Seminole County Fire Department
150 Eslinger Way
Sanford, FL 32773
With a copy to:
Seminole County Purchasing & Contracts Division
1301 E. Second Street
Sanford, FL 32771
For CONTRACTOR:
Bound Tree Medical, LLC
5000 Tuttle Crossing Boulevard
Dublin, Ohio 43016
Section 30. Rights At Law Retained. The rights and remedies of COUNTY provided
for under this Agreement are in addition and supplemental to any other rights and remedies
provided by law.
Section 31. Headings and Captions. All headings and captions contained in this
Agrei ement are provided for convenience only, do not constitute a part of this Agreement, and may
not be used to define, describe, interpret or construe any provision of this Agreement.
Section 32. F,-Verify System Registration.
(a) CONTRACTOR must register with and use the E-Verify system to verify the work
authorization status of all new employees prior to entering into this Agreement with COUNTY. If
COUNTY provides written approval to CONTRACTOR for engaging with or contracting for the
services of any subcontractors under this Agreement, CONTRACTOR must require certification
from the subcontractor that at the time of certification, the subcontractor does not employ, contract,
Tenn Contract for EMS Medical Supplies and Related Components
(IFB-604500-23/GCM)
Page 19 of 21
------------------------------------------------------------------------
Certified Copy - Grant Mato y » ° Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller`' `'t eCertified at 05/03/2023 10:57:57 -04:00
Seminole County, Florid
ilx ` eCertified Id: 8DCB-5BEC-54EC
Page 19 of 27
I
or subcontract with an unauthorized alien. CONTRACTOR must maintain a copy of the foregoing
certification from the subcontractor for the duration of the agreement with the subcontractor.
(b) If COUNTY has a good faith belief that CONTRACTOR has knowingly violated
I
this Section, COUNTY shall terminate this Agreement. If COUNTY terminates this Agreement
with CONTRACTOR, CONTRACTOR may not be awarded a public contract for at least one (1)
year after the date on which this Agreement is terminated. If COUNTY has a good faith belief
I
that a subcontractor knowingly violated this Section, but CONTRACTOR otherwise complied
i
With this Section, COUNTY must promptly notify CONTRACTOR and order CONTRACTOR to
imnuiediately terminate its agreement with the subcontractor.
(c) CONTRACTOR shall execute and return the Affidavit of E-Verify Requirements
Compliance, attached to this Agreement as Exhibit D, to COUNTY.
IN WITNESS WHEREOF, the parties have made and executed this Agreement for the
purposes stated above.
*er
`
Print Name
W ness
11
Mendenbgll
P int Name
BOUND THE D1CAL,
By:
Corey Case
Authorized Representative
Date: 4202023
[Balance ofpage left intentionally blank]
Term Contract for EMS Medical Supplies and Related Components
(IFB-604500-23/GCM)
Page 20 of 21
------------------------------------------------------------------------
Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller eCertified at 05/03/2023 10:57:57 -04:00
Seminole County, Florid; r
eCertified Id: 8DCB-5BEC-54EC
Page 20 of 27
40, 4
�0 WIN
MET
vf t ess (�
lvuoirl
Print Name
i
For the use and reliance of
Seminole County only.
Approved as to form and
legal sufficiency.
SEMINOLE COUNTY, FLORIDA
By:
TAMMY R OR ,
Procurement ,Administrator
Date:
Within the authority delegated by the County
Manager pursuant to Section 3.554,
Seminole County Administrative Code.
Countyttomey
G(Usin
04/01=3
rue6utgal Smedley CSB Nmhuing 2GUN13-604500-23 (Bound Tmv Medical. LLC) dax
Attachments:
Exhibit A - Scope of Services
Exhibit B - Sample Release Order
Exhibit C - Contract Pricing
Exhibit D - Affidavit of E-Verify Requirements Compliance
Tenn Contract for EMS Medical Supplies and Related Components
(IFB-604500-23/GCM)
Page 21 of 21
Certified Copy - Grant Malloy w, Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court ano Comptroller � '
Seminole County, Florid eCertified at 05/03/2023 10:57:57 -04:00
eCertified Id: 8DCB-5BEC-54EC
Page 21 of 27
Exhibit A
Scope of Services
The Seminole County Fire Department is looking for a Vendor to provide EMS Medical Supplies and
Equipment at a percentage off catalog/list pricing.
The qualified respondent shall be licensed to supply medications in the state of Florida, in accordance
with Florida Statute 499.01 which states, "Any such person must comply with the licensing or permitting
requirements of the jurisdiction in which the establishment is located and the federal act, and any product
wholesaled into this state must comply with this part. If a person intends to import prescription drugs from
a foreign country into this state, the nonresident prescription drug manufacturer must provide to the
department a list identifying each prescription drug it intends to import and document approval by the
United States Food and Drug Administration for such importation".
The Vendor must notify the EMS Fire Office of any published cost price changes prior to the order being
placed. Including a copy of the updated published cost price list.
Include any categories and or manufactures excluded from this discount.
Provide any other additional discounts or offers provided.
Prices shall include all costs, including but not limited to General Administrative, overhead, fringe and
benefits, transportation, and profit.
All merchandise shall have a minimum expiration date of twelve (12) months from the date of shipment
and the date must be displayed on the packages.
Shipping labels shall be attached to each carton and shall contain the following information: delivery order
number, quantity contained in each package and the total number of items being delivered.
The County does not guarantee a minimum total purchase.
The County's EMS Supplies Vendor must have the capability to complete orders, receive supplies and
inventory, via UCAP devices integrated thru Operative IQ and IQ Tech.
The inventory system must include licenses to track inventory and assets at all Seminole County fire
stations. The web -based inventory management system will also track preventative maintenance data for
all assets. The inventory solution shall be included at no additional cost to the County and should be
hosted by,the vendor and accessible by the County through the internet. The system should be web
based, manage inventory and assets, manage preventative maintenance data, manage multiple facility
locations for ordering, manage inventory at the truck level as well as the supply room level, provide multi-
level reporting, password protected, barcode process enabled, provide multi -level authorization of orders,
and have an auto -replenishment feature that can be turned on or off. The system must be in a hosted
environment by the vendor. No onsite computer servers or IT support will be provided. Data Back -Ups
shall be provided by the vendor however, in the event that the awarded respondent should lose the
contract in the future, the County reserves the right to retain any and all data placed into the system prior
to and up to contract termination.
The UCAP devices shall check multiple forms of ID and will prompt for station or dispatch specific data.
All withdrawals are cataloged, time stamped and regulated by tech clearance/training level. The UCAP
aggregates all dispensing history and alerts for low stock position, expiring product and creates a pick list
for restocking. It will generate individual call reports based on products restocked. This information
can be printed or exported to the County Accounts Payable/Receivable Software.
------------------------------------------------------------------------
Certified Copy - Crant MalOV _ > " .,, Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court on Comptroller ;" ' eCertified at 05/03/2023 10:57:57 -04:00
Seminole County, Florid.
eCertified Id: 8DCB-5BEC-54EC
ti
Page 22 of 27
EXHIBIT B -SAMPLE ORDER NUMBER: .48148
FLORIDA SALES: 85 8013708974C-0
Board of County Commissioner
FEDERAL SALES/USE: 59-6000856
RELEASE ORDER
S
H T
�,' r
.'
;.
I O
&IINOLF- COUNTY-
p
nc.�s,ruTurka,aQ;'
ORDER
r INQUIRIES.
I
ALL PACKING SLIPS INVOICES AND CORRESPONDENCE
MUST REFER TO THIS ORDER NUMBER
ORDER DATE
01/14/2021
REQUISITION
63930 - OR
REQUESTOR
VENDOR #
409286
ANALYST
SUBMIT ALL INVOICES TO:'
AP@seminoleclerk.org
Seminole Count Clerk & Comptroller
POST OFFICE BOX 8080
SANFORD, FL 32772
Accts: Payable Inquiries - Phone (407) 665
7656
ITEM #
QTY
UNIT
ITEM DESCRIPTION
UNIT PRICE
EXTENDED PRICE
1.D0
EA
0.00
I
I
'
a
-
THIS ORDER IS SUBJECT TO THE TERMS & CONDITIONS TOTAL AMOUNT 00.00-
ON THE REVERSE SIDE OF THIS ORDER.
PURCHASING AND CONTRACT DIVISION
1301 EAST SECOND STREET
.SANFORD FLORIDA 32771
PHONE (407) 665-7116 / FAX (407) 665-7956
AUTHORIZED SIGNATURE FOR THE SEMINOLE COUNTY BOARD OF COUNTY COMMISSIONERS
Page 1 of 1
------------------------------------------------------------------------
Certified Copy - Grant Mato y 11.......... Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court anji Comptroller
Seminole CounhoriJ - eCertified at 05/03/2023 10:57:57 -04:00
, Fl
y.' eCertified Id: 8DCB-5BEC-54EC
Page 23 of 27
Terms and Conditions
1. AcceptancelEntlre Agreement. This Purchase Order ("PO") is entered
obligations under PO must not be limited by any insurance coverage or by
into between Seminole, County, Florida ("County") and the Supplier
any provision in or exclusion or omission from any policy of insurance.
referenced herein(individually, referred to as "Party,' and collectively,
9. Insurance. Supplier, at its sole expense, shall maintain insurance
"Parties"). By accepting this PO, Supplier accepts all Terms and Conditions
coverage acceptable to County. All policies must name County as an
contained herein. This PO, including specifications and drawings, if any, and
additional insured. All Insurance Certificates must be, provided to the
referenced documents, such as solicitations and responses constitutes the
Purchasing and Contracts Division within ten (10) days of request. Supplier
entire agreement between the Parties. Whenever terms'and conditions of
shall notify County, in writing, of any cancellation, material change, or
Main Agreement, !if any, conflict with any PO issued pursuant, to Main'
alteration to Supplier's Certificate of Insurance.
Agreement, Main Agreement will control.
10. Modifications. PO may be modified or rescinded in writing by County.
2. Inspection. Notwithstanding any prior payment or inspection, all
11. Material Safety Data Sheets. At time of delivery, Supplier agrees to
goods/services are subject to inspection/rejection by County at any time,
provide County with a current Material Safety Data Sheet for any hazardous
including during manufacture, construction or preparation. To the extent a
chemicals or toxic substances, as required by law.
PO requires a series of performances by Supplier, County reserves right to
12. Pricing. Supplier agrees that pricing included on PO shall remain firm
cancel remainder of PO if goods/services provided during the term of PO are
through and until delivery of goods and/or completion. of services, unless
non -conforming or otherwise rejected. Without limiting any rights County may
otherwise agreed to by the Parties in writing.
have, County, at its sole option, may require Supplier, at Suppliers expense
13. Invoicing & Payment. After delivery of goods/services by Supplier and
to: (a) promptly repair or replace any or all rejected goods, or to cure or re-
acceptance by the County, the Supplier must electronically submit an original
perform any or all rejected services; or (b) refund price of any or all rejected
invoice via email to APOseminoleclerk.ora or may mail the invoice, if
goods or services. All rejected goods will be held for Suppliers prompt
electronic invoice is not available, to: Seminole County Clerk of the Circuit
inspection at Suppliers risk. Nothing contained in PO will relieve Suppliers
Court and Comptroller, P.O. Box 8080, Sanford, Florida 32T72. Invoices
obligation of testing, inspection and quality control:
must be billed at pricing stipulated on PO and must include the County's
3. Packing & Shipping. Unless otherwise spedfied, all goods must be
Purchase Order Number. Thereafter, all payments and interest on any late
packed, packaged, I marked and prepared for shipment in a manner that is:
payments will be paid in compliancewith Flonda Prompt Payment Act, §218.
(a) in accordance with good commercial practice; (b) acceptable to common
70, Florida Statutes.
carriers for shipment at the lowest rate for the particular good; (c) in
14. Taxes. County is exempt from Florida sales tax, federal taxes on
accordance with local, state, and federal regulations; and (d) protected
transportation charges and any federal excise tax. County will not reimburse
against weather. Supplier must mark all containers with necessary lifting,
Supplier for taxes paid.' —
handling, shipping information,' PO number, date of shipment and the name
15. Termination. County may terminate PO, in whole or in part, at any time,
of the consignee i and consignor. An itemized packing sheet must
either for County's convenience or because of Suppliers failure to fulfill its
accompany each shipment.
obligations under PO, by written notice to Supplier. Upon receipt of written
4. Delivery; Risk of Loss. All goods are FOB destination, and risk of loss
notice, Supplier must discontinue all deliveries affected unless written notice
will remain with Supplier until delivery by Supplier and acceptance by
directs otherwise. In the event of termination, County will be liable only for
County. Goods delivered by Supplier that are damaged, defective, or
materials procured, work completed or services rendered or supplies partially
otherwise fail to conform to PO may be rejected by County or held by County
fabricated, within the authorization of PO. In no event will County be liable for
at Suppliers risk and expense. County may charge Supplier for cost(s) to
incidental or consequential damages by reason of such termination,
inspect, unpack, repack, store and re -ship rejected goods.
16. Equal. Opportunity Employer. County is an Equal Employment
S. Delivery of Excess Quantities. If Supplier delivers excess quantities of
Opportunity ('EEO') employer, and as such, requires all Suppliers to comply
goods without prioriwritten authorization from County, excess quantities of
with EEO regulations with regards to race, color, religion, sex, national origin,
goods may be returned to Supplier at Suppliers expense,
age, disability or genetic information, as may be applicable to Supplier. Any
6. Time Is of the Essence. Time is of the essence for delivery of goods
subcontracts entered into, as authorized by County, must make reference to
/services under PO: Failure to meet delivery schedules or deliver within a
this clause with the same degree of application being encouraged.
reasonable time, as determined by County, entities County to seek all
17. Assignment. Supplier may not assign, transfer, or subcontract PO or
remedies available at law or in equity. County reserves right to cancel any.
any right or obligation 'under it without County's written consent. Any
PO and procure goods/services elsewhere if delivery is not timely. Supplier
purported assignment, transfer, or subcontract will be null and void.
agrees to reimburse County' for all costs incurred in enforcing its rights.
18. Venue & Applicable Law. The laws of the State of Florida govern
'Failure of County to'cancel PO, acceptance, or payment will not be deemed
validity, enforcement, and interpretation of PO. The sole jurisdiction and
a waiver of County's'right to cancel remainder of PO. Delivery date or time in
venue for any legal action in connection with PO will be in the courts of
PO may be extended if Supplier provides a written request in advance of
Seminole County, Florida.
originally scheduled' delivery date and time and County agrees to delayed
19. Fiscal Non -Funding. In the event sufficient budgeted funds ere not
delivery in writing prior to originally scheduled delivery date and time.
available for payment to Supplier for a new fiscal period, County shall notify
T. Warranties. Supplier warrants to County that all goods/services covered
Supplier of such occurrence and PO will terminate on the last day of the
by PO conform strictly to specifications, drawings or samples specified or
current fiscal period without penalty or expense to County.
furnished by County; and are free from: (a) defects in title; and (b) latent or
20. Public • Records Supplier acknowledges that PO and any related
patent defects in material or workmanship. If no quality is specified by
financial records, audits, reports, plans, correspondence and other
County, Supplier warrants to County that goods/services are of the best
documents may be subject to disclosure to members of the public pursuant
grade of their respective kinds, meet or exceed applicable standards for
to Chapter 119, Florida Statutes. Supplier shall maintain all public records
industry represented; are merchantable (as to goods) and are fit for County's
and, upon request, provide a copy of requested records or allow records to
particular purpose. Supplier warrants that at the time County accepts the
be inspected within a reasonable time. Supplier shall also ensure that any
,
goods/services, the goods/services will have been produced, sold, delivered
public records that are exempt or confidential from disclosure are not
and furnished in strict compliance with all applicable federal and state laws,
disclosed except as authorized by law. In event Supplier fails to abide by
regulations, ordinances, rules, labor agreements and working conditions to
provisions of Chapter 119, Florida Statutes, County may, without prejudice to
which goods/services are subject. Supplier warrants 'the title to goods
any other right or remedy and after giving Supplier seven (7) days written
furnished under PO is valid, transfer of such title to County is rightful and
notice, during which period Supplier still .fails to allowaccess to such
goods are free of any claims or liens of any nature whatsoever, whether
documents, terminate PO. IF SUPPLIER HAS QUESTIONS REGARDING
rightful or otherwise, 'of any person, corporation, partnership or association.
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO SUPPLIER'
All applicable manufacturers' warranties must be furnished to County at time
S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO PO, CONTACT
of delivery of goods or completion of service. All warranties are cumulative
CUSTODIAN OF PUBLIC RECORDS AT: 407-665-7116,
and are in addition to any other express or implied warranties provided by
PURCHOSEMINOLECOUNTYFI GOV, PURCHASING AND CONTRACTS
law.
DIVISION, 1301 E. SECOND STREET, SANFORD, FL 32771.
8. Indemnification. To the fullest extent permitted by law,' Supplier assumes
21. Right to Audit Records. County will be entitled to audit the books and
any and all liability for damages, breach of PO, loss or injury of any kind or
records of Supplier to the extent that the books and records relate to this PO.
nature whatsoever to persons or property caused by, resulting from or
Supplier must maintain books and records relating to this PO for a period of
related to the goods/services provided under PO. To the fullest extent
three (3) years from the date of final payment under the PO, unless the
permitted by law, Supplier shall indemnity and hold harmless County, its
County authorizes otherwise in writing.
commissioners, officers, employees and agents from and against any and all
22. Severability. If any section, sentence, clause, phrase or portion of PO
daims, damages, demands, lawsuits, losses, costs and expenses, including
are, for any reason, held invalid or unconstitutional by any court of
attorneys' fees, patent, copyright or trademark infringement, judgments,
competent jurisdiction, such portion will be deemed separate, distinct, and
decrees of whatsoever nature which County may incur as a result of claims,
independent and such holding will not affect validity of remaining portion of
demands, lawsuits or'causes of action of any kind or nature arising from,
caused by or related!to goods/services furnished by Supplier, its
PO.
23. Headings & Captions. All headings in PO
officers,
employees, agents, 1partners, principals or subcontractors. Remedies
and captions contained are
provided for convenience only, do not constitute a part of PO, and may not
afforded to County by this section are cumulative with and in no way affect
be used to define, describe, interpret or construe any provision of PO.
any other legal remedy County may have under PO or at law. Suppliers
Rev. 1012021
--—————————————————————————————————————————————————————————————
Certified Copy, - Grant Maloy ,n ` °' Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Coort ao Comptroller I - y` eCertified at 05/03/2023 10:57:57 -04:00
Seminole County, Florid.
eCertified Id: 8DCB-5BEC-54EC
Page 24 of 27
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i � r
PROPOSAL DOCUMENT REPORT
IFB No. IFB-604500-23/GCM
Purchase of'EMS Supplies and Related Components
EXHIBIT C
Item
DescriptionLine
1
Percentage off Medical Supplies
1
35%
2
Percentage off Medical Equipment .
1
35%
3
Any additional discounts offered by your Company. Please include any other discounts, benefits to the
Countylri your solicitation as a separate attachment
1
40%
I
PROPOSAL DOCUMENT REPORT
Invitation For Bid - Purchase of EMS Supplies and Related Components .
Page 13 1
r
I 1
I
Certified Copy - Grant Maloy `,,..m Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller a
t eCertified at 05/03/2023 10:57:57 -04:00
Seminole County, Florid
eCertified Id: 8DCB-5BEC-54EC
Page 25 of 27
-Exhibit D
Agreement Name: Purchase of EMS Supplies and Related Components
Agreement Number: IFB-604500-23/GCM
AFFIDAVIT OF E-VERIFY REQUIREMENTS COMPLIANCE
The CONSULTANT/CONTRACTOR agrees to comply with section 448.095, Florida Statutes, and to .
incorporate In all subcontracts the obligation to comply with section 448.095, Florida Statutes.
1. The CONSULTANT/CONTRACTOR shall utilize the U.S. Department.of Homeland Security's E-Verify
system to virify.the employment eligibility of all new employees hired by the CONSULTANT during the
term of the, m Agreeent and shall expressly require any subcontractors performing work or providing .
services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Securitys E-
Verify system to verify the employment eligibility of all new employees hired by the subcontractor during
the Agreement term.
2. That the CONSULTANT/CONTRACTOR understands and agrees that its failure to comply with the
verification requirements of Section 448.095, Florida Statutes or Its failure to ensure that all employees
and subcontractors performing work under Agreement NumberIFB-6 4500-23/GCM are legally
authorized to work In the United States and the State of Florida,_constitutes a breach of this Agreement
for which Seminole County may Immediately terminate the Agreement without notice and without
penalty. The CONSULTANT/CONTRACTOR further understands and agrees that in the event of such
termination, the CONSULTANT/CONTRACTOR shall be liable to the county for any costs Incurred by
the County as a result of the CONSULTANTS/CONTRACTOR'S breach. DATED this
20 day of Audi
- Bound Tree Medical LLC
' Consultant N
By _ _
Print/Type Name: Corey Case
Title: Senior Vice President of Marketing
STATE
COUNTY OF • -c C�YPr c
Swom to, affirmed) and subscribed before ' by. mea of c hysical presence OR:o online notarization,
this 2Al thday of _1� 4ne i 20�3, by?16 r 4 _ ,(Full Name of Affiant). ,
IMMAwaiyptwKMARTWI(Y.
My Comm 6 Prin Nam a
Notary Public In and 'County, --=-,11`1--
and State Aforernentloned •xr-
My commission expires:_ F) �A cy., 910.2
I
E-Verify Affidavit
Revised 5/19/2021
I
------------------------------------------------------------------------
C@rt fied COPY - Ct at11 MalOy Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller +: eCertified at 05/03/2023 10:57:57 -04:00
Seminole County, Florid
eCertified Id: 8DCB-5BEC-54EC
Page 26 of 27
. w
• i
BOUND TREE MEDICAL, LLC
OFFICER'S CERTIFICATE
October 21, 2021
The undersigned, as Secretary of Bound Tree Medical, LLC, an Ohio limited liability
company (the "Company") does hereby certify as follows:
(a) Corey Case; Senior Vice President for Company; has the authority to sign customer .
contracts' and otherwise bind the Company.where the anticipated annual revenue associated
i with such contract does not exceed an amount of $1M.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set
forth above.
Darrell A. Hughes, Secretary
i
---------
----
-----------------------------------------------------------
EXHIBIT B
,. Bound Tree
5000 Tuttle Crossing Blvd. Dublin, CH 43016 614,760.5000 www.boundtree.com
September 29, 2023
City of Tamarac
Purchasing & Contracts Division
7525 NW 88th Ave.
Tamarac, FL 33321
Subject: Offer of Seminole County Agreement Contract and Pricing
To Whom it May Concern:
This letter is to serve as confirmation that Bound Tree Medical would offer the same contract terms and pricing
offered to Seminole County as part of IFB #IFB-604500-23/GCM for the "Purchase of EMS Supplies and Related
Components." This follows section 3.31 Purchasing Agreements with Other Governmental Agencies outlined
within the Seminole County terms and conditions.
3.31- All Applicants submitting a response to this solicitation agree that such response also constitutes a submittal
to all governmental agencies within the State of Florida, under the same conditions, for the same contract price,
and for the same effective period as this proposal, should the Applicant feels it is in their best interest to do so.
Each governmental agency desiring to accept these submittals, and make an award thereof, shall do so
independently of any other governmental agency. Each agency shall be responsible for its own purchases, and
each shall be liable only for materials and/or services ordered and received by it, and no agency assumes any
liability by virtue of this solicitation. This agreement in no way restricts or interferes with the right of any
governmental agency to re -solicit any or all items.
We thank you again for the opportunity to provide all your EMS equipment and information needs. If you require
additional information, our contact information is below.
Sincerely,
6Tiris4opher PVf
Manager, Bids & Contracts
614-760-5374
Christopher. Fyffe(a)Boundtree.com