Backup Documents 02/25/2014 Item #16E10 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SEN
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR ALJR1
Routed by Purchasing Department to
Office Initials Date
the Following Addressee(s) (In routing order)
1. Risk Management Risk
2. County Attorney Office County Attorney Office
3. BCC Office Board of County 7(t\r >Commissioners 3\LO\��
4. Minutes and Records Clerk of Court's Office
TVA 3((o(114 14'(5pm
5. Return to Purchasing Department Purchasing
Contact: Diana DeLeon
PRIMARY CONTACT INFORMATION
Name of Primary Diana DeLeon for Adam Northrup Phone Number 252-8375
Purchasing Staff February 26,2014
Contact and Date
Agenda Date Item was February 25,20141/47 Agenda Item Number 16.E.10
Approved by the BCC
Type of Document Contract Number of Original 2
Attached Documents Attached
PO number or account N/A Solicitation/Contract 13-6060 Cooperative
number if document is Number/Vendor Name Services of Florida
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? DD
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD
signature and initials are required.
7. In most cases(some contracts are an exception),an electronic copy of the document and DD
this routing slip should be provided to the County Attorney's Office before the item is
input into SIRE.
8. The document was approved by the BCC on the date above and all changes made DD
during the meeting have been incorporated in the attached document. The County
Attorney's Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the
BCC,all changes directed by the BCC have been made, and the document is ready for t
Chairman's signature. �`.'
I6E1U
MEMORANDUM
Date: March 11, 2014
To: Diana De Leon, Contracts Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: An agreement to participate in the LeeSar cooperative
Purchasing program for EMS medications and supplies
when in the County's financial interest and advantage
Contractor: Cooperative Services of Florida, Inc.
Attached is an original copy of the contract referenced above, (Item #16E10) approved
by the Board of County Commissioners on February 25, 2014.
The second original will be held on file in the Minutes and Records Department for
the Board's Official Record.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
16E1U
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT(this "Agreement") is made effective as of the
of .-uaa- 2014 (the "Effective Date"), by and between Cooperative Services of Florida,
Inc., a Florida orporation not for profit ("CSF"), and The Collier County Board of County
Commissioners ("Purchaser").
ARTICLE 1: RECITALS
1.1 CSF was created to develop and operate a health care purchasing cooperative in
order to obtain price savings through the use of the combined purchasing power of its non-
member participants (the"Participants") and its members (the "Members").
1.2 Purchaser desires to become a Participant of CSF and utilize the services of CSF,
and CSF desires for Purchaser to become a Participant and utilize such services provided
Purchaser complies with the requirements of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and
obligations herein contained, the parties have agreed as follows:
ARTICLE 2: INCORPORATION OF RECITALS, EXHIBITS, ETC.
The parties agree that the recitals are true and correct, and are hereby incorporated.
The parties also agree that any referenced exhibits, schedules, documents, or instruments are
hereby incorporated.
ARTICLE 3: PARTICIPATION PROVISIONS
3.1 Participation Fee. Upon execution of this Agreement, Purchaser shall pay to CSF a
Participation fee of$0.00 (the"Participation Fee"). The Participation Fee is non-refundable and
may be different from the participation fees charged to other Participants. There are no annual
or other periodic fees or dues payable by Participants.
3.1 Acceptance. CSF hereby accepts Purchaser as a Participant and Purchaser hereby
accepts such position. Such participation is non-exclusive, and CSF may have other
Participants and Members in Purchaser's service area.
3.2 Other Agreements. Each Participant of CSF is required to execute a Participation
Agreement. However, except as required by law, CSF may exempt other Participants from any
provision of this Agreement in its sole and absolute discretion. CSF is not required to deal with
other Participants based upon the terms or conditions set forth herein. CSF shall not be
responsible or liable for any loss or damage suffered by Purchaser which arises or results from
the failure of any Participant to comply with the terms of its agreement with CSF.
ARTICLE 4: TERM AND TERMINATION
4.1 Term. Unless earlier terminated, this Agreement shall be for a term of 4 year(s),
beginning on the March 1, 2014.
4.2 Termination by Notice. Each party may terminate this Agreement without cause by
giving not less than 30 calendar days written notice to the other party of intention to terminate.
16E10
4.3 Termination upon Breach. If either party gives written notice to the other party that
such other party has substantially and materially breached the terms of this Agreement, and
such breach shall not have been cured within 30 calendar days of the date of such notice, the
party giving notice of the breach will have the right to terminate this Agreement at any time
thereafter upon written notice of such termination to the other party.
ARTICLE 5: PURCHASING PROVISIONS
5.1 Purchasing. Purchaser hereby designates CSF as its purchasing agent for the
"Specified Product Categories" listed in Exhibit "A" and CSF agrees to use its best efforts to
negotiate preferential terms of purchase for goods and services which are or might be used by
its Participants or Members. Purchaser may make recommendations to CSF for products and
services to be available for purchase and the names of vendors with whom it would like CSF to
establish relationships. CSF will inform Purchaser of the availability of products and services for
purchase from time to time. The terms negotiated by CSF will be available to Purchaser only
through compliance with this Agreement. Such terms may include the requirement that vendors
verify Purchasers' purchase orders with CSF prior to acceptance.
5.2 Purchasing Commitment.
(a) Purchaser acknowledges and agrees that, in order for CSF to be able to
negotiate favorable cooperative purchasing agreements, Participant must specify and commit to
purchase at least 5% (the Purchasing Commitment") of its requirements of the products and
services available through CSF specified in Exhibit A (the "Specified Product Categories").
Accordingly, Purchaser hereby agrees to comply with such Purchasing Commitment. Unless
otherwise agreed by CSF, Purchaser acknowledges and agrees that Purchaser shall have
access only to CSF purchasing agreements related to the Specified Product Categories.
(b) Purchaser acknowledges and agrees that compliance with the Purchasing
Commitment is a continuing condition precedent to its continued eligibility to be a Participant of
CSF. Failure at any time to comply with this condition may result in termination by CSF of this
Agreement; and upon any such termination, its ability to access CSF purchasing agreements
shall be terminated.
(c) CSF may from time to time request Participants to voluntarily commit to
specific volumes for a particular product or service. However, except for the Purchasing
Commitment of the Specified Product Categories, Purchaser is not required to use CSF for all of
its purchases of any particular product or service.
5.3 Disclaimer. CSF shall have no liability or responsibility to Purchaser or its affiliates
for the failure of goods or services purchased through CSF for delivery in a timely manner,
availability to Purchaser or its affiliates of warranties pertaining to its purchase of goods or
services, or defects of any kind or nature of goods purchased.
ARTICLE 6: COMPLIANCE PROVISIONS
6.1 Adherence to CSF's Policies. Rules, Regulations, and Governance Documents.
Purchaser shall comply with all of CSF's policies, rules, regulations, and governance
documents, whether now in force or hereafter adopted or amended.
6.2 Conduct. Each party shall adhere to all applicable Federal, state, and local laws,
rules, and regulations including, without limitation, 42 U.S.C. § 1320a-7b(b) (the "Federal Anti-
2
CA
16E10
Kickback Law"). Each party shall use best efforts to comply with any applicable safe harbors to
the Federal Anti-Kickback Law. PURCHASER MAY HAVE AN OBLIGATION TO REPORT
ANY DISCOUNTS IT RECEIVES AND GIVE INFORMATION UPON REQUEST AS A
PARTICIPANT IN ACCORDANCE WITH 42 CFR§§ 1001.952 (h)(i) or(h)(2).
6.3 Vendor Fees. CSF may receive fees from vendors (the "Vendor Fees") as a
result of Purchaser's purchases. CSF shall not receive a fee of more than 30% of the value of
such purchases (although the average CSF fee is in the 4%-5% range).
6.4 Regulatory Reports. CSF shall prepare and distribute a written Report detailing the
amount of Vendor Fees CSF receives as a result of the purchase volume of Purchaser (broken
down by vendor). The Report shall be distributed at least annually, and is also available upon
request.
ARTICLE 7: MISCELLANEOUS PROVISIONS
7.1 Use of Trade Names. Purchaser has been advised and understands that CSF may
adopt for use certain trade names, service marks, and trademarks (the "Names"). Purchaser
will have the right to use any such Name, only in accordance with, and subject to, such
limitations, standards, terms, and conditions as may be established by CSF from time to time
and furnished in writing by CSF to Purchaser. In addition, CSF retains the right to prescribe the
type and content of any materials of Purchaser that make use of any Name.
7.2 Purchaser Information. Purchaser agrees to supply information to CSF or the
designated executive(s) of CSF, on a confidential basis, which CSF reasonably determines will
assist it in providing the products and services contemplated by this Agreement, including, but
not limited to, information relating to the volume of product, usage by product line and
manufacturer, the price paid for products, and other similar data.
7.3 Product Transfers. Purchaser agrees not to directly or indirectly sell, transfer,
assign, or otherwise convey products or services purchased through CSF to any person other
than an affiliate of Purchaser.
ARTICLE 8: INDEPENDENT CONTRACTOR
Each party shall be regarded as an independent contractor for all purposes, including,
without limitation, income tax and employment tax purposes, and shall represent such status to
third parties. This Agreement shall not make either party an employee, partner, or joint venturer
of or with the other. Except as provided herein, neither party shall bind or transact business in
the other's name, or make representations or commitments on the other's behalf without prior
written approval.
ARTICLE 9: STANDARD PROVISIONS
9.1 Remedies. In the event of a breach of this Agreement by Purchaser, the parties
acknowledge that the injury to CSF would be irreparable, and the monetary amount of damage
therefrom would be difficult or impossible to determine. CSF shall have all remedies available
at law or equity, specifically including, without limitation, entitlement as a matter of course to an
injunction or similar equitable relief,without bond or with a nominal bond if allowed by law.
9.2 Avoidance of Violations; Modification. Notwithstanding any provision of this
Agreement, the parties shall not violate any applicable laws, rules, or regulations, including
3
1ÔE1U
those relating to Medicare, Medicaid, similar Florida programs, or the provision of health care or
medical services. The parties shall modify this Agreement to the extent necessary to comply
with such laws, rules, and regulations.
9.3 Confidentiality. Except to the extent required by law or court order, the parties agree
to maintain strict confidentiality with regard to any and all information which comes into their
possession as a result of this Agreement or any details pertaining to this Agreement.
Notwithstanding the foregoing, each party shall have the right to disclose the relationship and
general parameters of this Agreement. This provision shall survive the termination of this
Agreement.
9.4 Mutual Indemnification. To the extent permitted by applicable law, and without
waiver of sovereign immunity protection, if any, each party(the "Indemnitor") shall indemnify the
other party (the "Indemnitee") for any and all damages, liabilities, costs, and expenses
(including, but not limited to, attorneys' fees) reasonably incurred by or awarded against
Indemnitee which relate to a claim or proceeding against Indemnitee based solely on the
negligent or wrongful conduct of Indemnitor (each, a "Claim"). This indemnification is effective
only if (i) Indemnitee promptly notifies Indemnitor in writing of any known Claim, whether
threatened or actual (or Indemnitor is not materially prejudiced by failure to receive prompt
written notice of such Claim), (ii) Indemnitee fully cooperates with Indemnitor (at Indemnitor's
expense) in the defense of any such Claim, (iii) Indemnitor controls the defense against any
such Claim, unless the interests of the parties materially differ or Indemnitor's counsel is not
reasonably acceptable to Indemnitee, and (iv) Indemnitee's damages, liabilities, costs, and
expenses are not paid by insurance or otherwise covered by a third party. This provision shall
survive the termination of this Agreement.
9.5 Notices. Any notice required or permitted to be given under this Agreement shall be
sufficient if given in writing and sent by certified mail, return receipt requested, to the parties at
the following addresses (or at such other addresses as may be furnished from time to time):
If to Purchaser,to:
Board of County Commissioners,
Collier County Florida
Purchasing Department
3327 Tamiami Trail East
Naples, FL. 34112
Attention: Joanne Markiewicz, Director, Procurement Services
Telephone: 239-252-8407
Fax: 239-732-0844
If to CSF, to:
Cooperative Services of Florida, Inc.
2727 Winkler Avenue
Fort Myers, Florida 33901
Attention: Rita Lee
with a copy to:
Williams, Parker, Harrison, Dietz& Getzen
200 South Orange Avenue
Sarasota, Florida 34236
Attention: Carol Ann Kalish
4
16E10
9.6 Notice of Claims. A party shall give written notice to the other party, as soon as
practicable, of any lawsuit, claim, or complaint which involves or may involve the other party.
9.7 Amendment. No amendment to this Agreement shall be effective unless it is in
writing, attached to, or made a part of this Agreement, and executed by a duly authorized
representative of each party.
9.8 Assignment. This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties and their respective successors and permitted assigns.
However, neither this Agreement nor any of the rights, interests, or obligations hereunder shall
be assigned by any party hereto without the prior written consent of the other party.
Notwithstanding the foregoing, this Agreement may be assigned by CSF to an entity controlling,
controlled by, or under common control with CSF, without Purchaser's consent, however,
written notice shall be given to Purchaser upon assignment.
9.9 Entire Agreement. This Agreement, along with the exhibits, schedules, documents,
certificates, and instruments referred to herein, embodies the entire agreement and
understanding of the parties in respect of the transactions contemplated by this Agreement.
There are no restrictions, promises, representations, warranties, covenants, or undertakings,
other than those expressly set forth or referred to herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such transactions.
9.10 No Third Party Rights. This Agreement is intended solely for the benefit of the
parties hereto and shall not be deemed to create any rights in any other person or entity.
9.11 Severability. If any provision or portion of this Agreement shall become invalid or
unenforceable for any reason, there shall be deemed to be made such minor changes in such
provision or portion as are necessary to make it valid or enforceable. The invalidity or
unenforceability of any provision or portion hereof shall not affect the validity or enforceability of
the other provisions or portions hereof.
9.12 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall constitute one instrument. A
signed copy of this Agreement delivered by facsimile, email, or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed
copy of this Agreement, and such signed copy shall be considered an original signed copy for
all purposes.
9.13 Captions. The captions of this Agreement are for convenience only and are not a
part of this Agreement and do not in any way limit or amplify the provisions of this Agreement.
9.14 Interpretation. Whenever the context of any provision shall require it, the singular
number shall include the plural number, and vice-versa, and the use of any gender shall include
any other or all genders as used in this Agreement. This Agreement has been negotiated at
arms length. Any rule of law or legal decision that requires interpretation of ambiguities against
the drafting party is not applicable and is hereby waived. The provisions of this Agreement shall
be interpreted in a reasonable manner to effect the purpose of the parties to this Agreement.
9.15 Prevailing Party Entitled to Attorneys' Fees and Costs. With regard to any legal
disputes arising out of or related to this Agreement, the prevailing party shall receive from the
non-prevailing party(ies) all reasonable legal fees, costs, charges, and expenses incurred,
5
CA
16
E10
including reasonable attorneys'fees, whether from the initial request for redress or through trial,
appeal, and collection.
9.16 Waiver of Compliance. Except as otherwise provided in this Agreement, any
breach by a party may only be waived by the other party in a written instrument signed by the
waiving party. Such waiver shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other breach.
9.17 Applicable Law and Courts. This Agreement shall be governed by the internal
laws of the State of Florida (without regard to conflict of laws or similar concepts). Jurisdiction
and venue shall lie, and all legal proceedings shall be brought, in the Twelfth Twentieth (20)
Judicial Circuit in and for Sam-Geuhty Collier County, Florida, or in the United States
District Court for the Middle District of Florida.
9.18 Cooperation. The parties agree to cooperate and execute all documents to
implement and carry out the provisions of this Agreement.
********
The remainder of this page is intentionally left blank
6
cq
16E1U
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock,Clerk
By: Q c "C,
Oh"
Wes®
Date. ' '1T •N By
After
a to Chair 's Tom Henning, Chairm.,,
signatuue.only;
Approved'a;tp;FQ, �a and Legality
•
,• 1:,,
Assistant Co ty Atto' ey
Cooperative Services of Florida. Inc.
�O, ,.�,�..�►_ By: dL J 2 ,
Witness �
/r&A/4 d /0u s�y Typed Name and Title Typed Name and Title
Witness
•tw 46e,
Typed Name and Title
Item#
Agenda a...36_1
Date
Date 3:10.:±1
Recd
7
CA
16E10
EXHIBIT A
SPECIFIED PRODUCT CATEGORIES
(See attached)
1. Medical Surgical Supplies
2. Environmental Supplies
3. Office Supplies
4. Pharmaceuticals
8