Agenda 02/25/2014 Item #16E102/25/2014 16.E.10.
EXECUTIVE SUMMARY
Recommendation to award Invitation to Bid (ITB) 13 -6060 — EMS Medications to
Henry Schein, Inc. and Boundtree Medical, LLC; authorize the Chair to sign
County Attorney approved participation agreement with Cooperative Services of
Florida, Inc. for the purchase of medications and supplies when it is determined
to be in the County's best interest; and waive formal competition and authorize
staff to purchase any item not immediately available from either of the approved
vendors or cooperative vendor from the lowest cost source.
Objective: To provide sources for medication supplies to ensure that medics can respond and
insure the public's safety.
Considerations: Collier County EMS responds to nearly 40,000 calls for service each year. In
the majority of those calls, some form of pharmaceutical product is needed.
After review of a number of public purchasing cooperative contracts, staff developed an
Invitation to Bid for emergency medications for its Emergency Medical team. Notices of the
Invitation to Bid were sent to 251 vendors on October 18, 2013. Of those vendors, 21 solicitation
packets were downloaded and 3 proposals submitted. Of the proposals, only Boundtree
Medical and Henry Schein were deemed to be responsive. Staff recommends that both of
these firms be awarded under this invitation to bid; purchase orders will be used to initiate
product procurement.
Staff further recommends that the County participate in the LeeSar cooperative purchasing
program from Cooperative Services of Florida, Inc. for medications and supplies should
participation in that program be of a financial advantage to the County. LeeSar is a cooperative
service providing medications and supplies to Lee and Sarasota County hospitals, EMS and
various fire departments in several counties. According to Lee County EMS, their participation
with LeeSar has not only saved their County money, but has eliminated the problems with drug
shortages and other problems in obtaining medications. A significant advantage of LeeSar is
that they are able to repackage drugs as a compound pharmacy, which assures dosages that
are customary and in alignment with medical protocols.
By signing the agreement with Cooperative Services of Florida, the County will be allowed
access to proprietary pricing information; County staff will evaluate product pricing vis a vis the
Boundtree Medical and Henry Schein pricing. If the pricing is in fact lower than our contracted
pricing, LeeSar will serve as the County's primary supplier.
Pharmaceuticals and medical supplies are a volatile commodity; many products and formularies
have multiple price changes within a week, and many are prone to industry product shortages.
Because these issues can threaten public safety, staff requests prior Board approval to
purchase any item not immediately available from Boundtree Medical, Henry Schein or LeeSar
from the lowest price supplier which is immediately available to staff, and waive formal
competition as provided in section 9 (13)(4) where it is in the best interest of the County to do so.
Fiscal Impact: Funds are available in the EMS department budget fund (490) operating cost
center (144610). Estimated annual expense is $150,000.
Growth Management Impact: No Growth Management Impact is associated with this action.
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Legal Considerations: This item has been approved as to form and legality and requires a
majority vote for Board approval. — ERP
Staff Recommendation: That the Board of County Commissioners awards ITB 13 -6060 — EMS
Medications to Henry Schein Inc. and Boundtree Medical, LLC; authorizes the Chair to sign
County Attorney approved participation agreement with Cooperative Services of Florida, Inc. for
the purchase of medications and supplies when it is determined to be in the County's best
interest; and waives formal competition and authorizes staff to purchase any item not
immediately available from either of the approved vendors or cooperative vendor from the
lowest available source.
Prepared by: Artie R. Bay, Supervisor — EMS Admin.
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.E.16.E.10.
Item Summary: Recommendation to award Invitation to Bid (ITB) 13 -6060 — EMS
Medications to Henry Schein, Inc. and Boundtree Medical, LLC; authorize the Chair to sign
County Attorney approved participation agreement with Cooperative Services of Florida, Inc.
for the purchase of medications and supplies when it is determined to be in the County's best
interest; and waive formal competition and authorize staff to purchase any item not
immediately available from either of the approved vendors or cooperative vendor from the
lowest cost source.
Meeting Date: 2/25/2014
Prepared By
Name: BayArtie
Title: Supervisor - Accounting, EMS Operations
2/5/2014 3:42:38 PM
Approved By
Name: KopkaWalter
Title: Chief - Emergency Medical Services, EMS Operations
Date: 2/6/2014 7:55:56 AM
Name: pochopinpat
Title: Administrative Assistant, Administrative Services Division
Date: 2/6/2014 11:40:15 AM
Name: MarkiewiczJoanne
Title: Manager - Procurement, Purchasing & General Services
Date: 2/7/2014 9:58:53 AM
Name: WardKelsey
Title: Manager - Procurement, Purchasing & General Services
Date: 2/7/2014 11:51:55 AM
Name: SummersDan
Title: Director - Bureau of Emergency Services, Bureau of Emergency Services
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Date: 2/7/2014 4:23:50 PM
2/25/2014 16.E.10.
Name: NorthrupAdam
Title: Procurement Specialist, Purchasing & General Services
Date: 2/11/2014 12:33:40 PM
Name: JohnsonScott
Title: Procurement Specialist, Purchasing & General Services
Date: 2/11/2014 12:55:38 PM
Name: PepinEmily
Title: Assistant County Attorney, CAO Litigation
Date: 2/11/2014 4:35:12 PM
Name: PriceLen
Title: Administrator - Administrative Services, Administrative Services Division
Date: 2/12/2014 5:19:59 PM
Name: KlatzkowJeff
Title: County Attorney,
Date: 2/13/2014 10:04:08 AM
Name: PryorCheryl
Title: Management/Budget Analyst, Senior, Office of Management & Budget
Date: 2/13/2014 4:00:31 PM
Name: OchsLeo
Title: County Manager, County Managers Office
Date: 2/17/2014 10:59:11 AM
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per Cim4nty
Adn nistrabve SeMcm it vis►an
Purchasing
INVITATION TO BID
Date: October 18, 2013
From: Adam Northrup, Procurement Strategist
(239) 252 -6098 (Telephone)
(239) 252 -6302 (FAX)
adamnorthrup @colliergov.net (Email)
To: Prospective Vendors
Subject: Solicitation: 13 -6060 — EMS Medications
As requested by the Emergency Management Department, the Collier County Board of
County Commissioners Purchasing Department has issued this ITB for the purpose of
obtaining fair and competitive responses.
Please refer to the Public Notice included in this document for the opening date and
time and any applicable pre -ITB conference.
All questions regarding this ITB must be submitted online on the Collier County
Purchasing Department Online Bidding System website: www.coilier-gov.net /bid. All
responses to questions will be posted on the website with electronic notification to all
prospective vendors.
We look forward to your participation in Collier County's competitive procurement
process.
cc: Wayne Watson
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Pumhasng Deparnmt • 33<< Tamiami Trail East • Naples, Florida 34112.4901 • www.colliergov.net'purchasing
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Invitation to Bid
Index
PublicNotice ............................................................................................... ............................... 3
Exhibit I: Scope of Work, Specifications and Response Format ................ ............................... 4
Exhibit II: General Bid Instructions ............................................................. ............................... 6
Exhibit III: Standard Purchase Order Terms and Conditions ....................... .............................12
Exhibit IV: Additional ITB Terms and Conditions ......................................... .............................15
Attachment 1: Vendor Submittal - Vendor's Non - Response Statement ....... .............................22
Attachment 2: Vendor's Check List ............................................................. .............................23
Attachment 3: Vendor Submittal - Bid Response Form ............................... .............................24
Attachment 4: Vendor Submittal — Local Vendor Preference Affidavit .......... .............................26
Attachment 5: Vendor Submittal — Immigration Affidavit ............................... .............................27
Attachment 6: Vendor Substitute W — 9 ........................................................ .............................28
Attachment 7: Vendor Submittal - Insurance and Bonding Requirements ... .............................29
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Public Notice
Sealed bid responses for Solicitation 13 -6060 — EMS Medications, will be received
electronically only at the Collier County Government, Purchasing Department, 3327 Tamiami
Trail E, Naples, FL 34112 until 3:OOPM, Collier County local time on November 5th, 2013.
Solicitation responses received after the stated time and date will not be accepted.
Solicitation 13 -6060 — EMS Medications
All questions regarding this ITB must be submitted online on the Collier County Purchasing
Department Online Bidding System website: www.colliergov.net /bid. All responses to questions
will be posted on the website with electronic notification to all prospective vendors.
All solicitation responses must be made on the official ITB response form included and only
available for download from the Collier County Purchasing Department Online Bidding System
website noted herein. ITB Documents obtained from sources other than Collier County
Purchasing may not be accurate or current.
Collier County encourages vendors to utilize recycled paper on all manual bid response
submittals.
Collier County does not discriminate based on age, race, color, sex, religion, national origin,
disability or marital status.
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY: /s/ Joanne Markiewicz
Interim Purchasing /General Services Director
Publicly posted on the Collier County Purchasing Department website:
www.colliergov.net /purchasing and in the lobby of the Purchasing Building on Date.
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Exhibit I: Scope of Work, Specifications and Response Format
As requested by the Collier County Emergency Management Department (hereinafter, the "Division or
Department "), the Collier County Board of County Commissioners Purchasing Department
(hereinafter, "County ") has issued this Invitation to Bid (hereinafter, "ITB ") with the intent of obtaining
bids from interested and qualified firms in accordance with the terms, conditions and specifications
stated or attached. The Vendor, at a minimum, must achieve the requirements of the Scope of Work
and specifications stated.
The results of this solicitation may be used by other County departments once awarded according to
the Board of County Commissioners Purchasing Policy.
Brief Description of Purchase
Collier County Emergency Medical Services (EMS) is committed to bringing compassionate and
timely life- saving emergency medical care to the streets, homes, and workplaces of Collier
County. In the line of duty, EMS professionals require specific medication and supplies to service
the citizens and visitors of Collier County. Historically, County departments have spent
approximately $150,000 on these items.
Detailed Scope of Work
Collier County EMS hopes to establish a vehicle to purchase any and all pharmaceuticals used in
the line of duty. We are requesting a percentage discount off your retail pricing and a method to
confirm those prices, preferably a website that lists retail pricing.
Award Criteria
ITB award criteria is as follows:
• All questions on the Bid document shall be answered as to price(s), time requirements, and
required document submissions.
• Award shall be based upon the responses to all questions on the Bid Response Page(s).
• Further consideration may include but not be limited to, references, completeness of bid
response and past performances on other County bids /projects.
• Prices will be read in public exactly as input on the electronic bid response form or written on
the manually submitted Bid Response Page(s) at the time of the bid opening; however, should
an error in calculations occur whenever unit pricing and price extensions are requested, the
unit price shall prevail. Mathematical miscalculations may be corrected by the County to
reflect the proper response.
• The County's Purchasing Department reserves the right to clarify a vendor's proposal prior to
the award of the solicitation.
• It is the intent of Collier County to award to the lowest, qualified and responsive vendor(s) in
accordance with the following methodology on Attachment 8: Bid Schedule:
Section 1: Discount
• Provide a percentage discount off retail pricing for pharmaceuticals.
Section 2: Example Pharmaceuticals
• Complete the requested topical information for example pharmaceuticals.
• Using the percentage in Section 1, provide Retail, Discounted and Single item pricing
in the provided columns.
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• Discounted price for lines 2 — 22 will automatically be totaled in line 23 BID TOTAL.
• The responsive vendor with the lowest BID TOTAL will be awarded the bid.
• In the event Unit of Measures (pack sizes) are different than requested, Collier County
reserves the right to adjust and compare items accordingly using the "Single Item
Price" column.
• Item substitutions: It is understood that the pharmaceutical industry has many
manufacturers of like item. If a name brand product is requested on the bid schedule,
please make sure you quote the exact brand and size. If a generic drug is requested,
please feel free to quote your lowest cost, available product, as long as the product
size and dosage is identical.
• Collier County reserves the right to select one, or more than one supplier, however, it is the
intent to select a primary, secondary and tertiary.
• The contract will be in the form of a standard County Purchase Order.
Term of Contract
The contract term, if an award(s) is /are made is intended to be for one (1) year with three (3) one
year renewal options.
Discount percentage shall remain firm for the life of the contract.
Surcharges will not be accepted in conjunction with this contract, and such charges should be
incorporated into the pricing structure.
Projected Timetable
Event
I I Date
Issue Solicitation Notice
10/18/2013
Last Date for Receipt of Written Questions
11/0 1 /2013, 3:OOPM
Solicitation Deadline Date and Time
11/05/2013, 3:OOPM
Anticipated Evaluation of Submittals
Week of 11/11/2013
Anticipated Board of County Commissioner's Contract
Approval Date
December 2013
Vendor Required Documents
• Attachment 2: Vendor's Check List
• Attachment 3: Vendor Bid Response Form
• Attachment 4: Local Vendor Preference
• Attachment 5: Immigration Law Affidavit
• Attachment 6: Vendor Substitute W -9
• Attachment 7: Insurance and Bonding Requirement
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Exhibit II: General Bid Instructions
1. Purpose /Objective
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As requested by the Collier County departments or divisions identified in Exhibit 1, the Collier
County Board of County Commissioners Purchasing Department (hereinafter, the County) has
issued this Invitation to Bid (hereinafter, the "ITB ", or "Bid ") with the sole purpose and intent of
obtaining bid responses from interested and qualified firms in accordance with the terms,
conditions, and specifications stated and /or attached herein /hereto. The successful vendor will
hereinafter be referred to as the "Vendor"
All bids must be submitted on the Bid form furnished by the County noted in Attachments
2, 3, 4, 5, 6, and 7 of this ITB. No bid will be considered unless the Bid form is properly
signed. Vendor is responsible to read and follow the instructions very carefully, as any
misinterpretation or failure to comply with these instructions could lead to the bid submitted as
being rejected as non - responsive.
2. Pricing
Vendors must provide unit prices using the unit of measured specified by the County. All prices
will remain firm for a period of one hundred and eighty (180) calendar days from date of bid
opening. After award by the Board of County Commissioners, prices may only be adjusted as
outlined in Exhibit I: Term of Contract.
3. Alternate Bid Pricing
In the event that alternate pricing is requested, it is an expressed requirement of the bid to provide
pricing for all alternates as listed. The omission of a response or a no -bid or lack of a submitted
price will be the basis for the rejection of the submitted bid response. All bids responses received
without pricing for all alternates as listed will be considered technically non - responsive and will not
be considered for award.
4. Equal Product
Manufacturer's name, brand name and /or model number are used in these specifications for the
purpose of establishing minimum requirements of level of quality, standards of performance and /or
design required, and is in no way intended to prohibit the bidding of other manufacturer's items of
equal or similar material. An equal or similar product may be bid, provided that the product is
found to be equal or similar in quality, standard of performance, design, etc. to the item specified.
Where an equal or similar is bid, the Bid must be accompanied with two (2) complete sets of
factory information sheets (specifications, brochures, etc.) and test results, if applicable, of unit bid
as equal or similar.
Equal product samples, if required for evaluation, and at no cost to the County, must be submitted
with Bid. Unless otherwise directed in the solicitation, the bid will not be considered unless
samples are delivered to specified address by bid due date. The County shall be sole judge of
equality or similarity, and its decision shall be final in the best interest.
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5. Discounts
Any discounts or terms must be shown on the Bid form. Such discounts, if any, may be
considered in the award of tie bids. In no instance should payment terms less than fifteen (15)
calendar days be offered.
6. Exceptions
Vendors taking exception to any part or section of these specifications shall indicate such
exceptions on a separate sheet entitled "EXCEPTIONS TO SPECIFICATIONS." Failure to
indicate any exceptions to the specifications shall be interpreted as the Vendors intent to fully
comply with the specifications as written. The County, at its sole discretion, shall determine if the
exceptions are material in nature, and if the Vendor's exceptions may be declared grounds for
rejection of bid proposal.
7. Addenda
The County reserves the right to formally amend and /or clarify the requirements of the bid
specifications where it deems necessary. Any such addendum /clarification shall be in writing and
shall be distributed electronically to all parties who received the original bid specifications rip or to
the deadline for submission of Bids. All changes to this ITB will be conveyed electronically through
a notice of addendum or questions and answers to all vendors registered under the applicable
commodity code(s) at the time when the original ITB was released, as well as those vendors who
downloaded the ITB document. Additionally, all addendums are posted on the Collier County
Purchasing Department Online Bidding System website: www.colliergov.net /bid. Before submitting
a bid response, please make sure that you have read all, understood clearly and complied
completely with any changes stated in the addenda as failure to do so may result in the rejection
of your submittal.
8. Bid Submission
All electronic bids shall be submitted online via the Collier County Purchasing Department Online
Bidding System: www.colliergov.net /bid.
9. Questions
If the vendor should be of the opinion that the meaning of any part of the Bid Document is
doubtful, obscure or contains errors or omissions it should report such opinion to the Procurement
Strategist before the bid opening date. Direct questions related to this ITB only to the Collier
County Purchasing Department Internet website: www.colliergov.net/bid. Questions will not be
answered after the date noted on the ITB.
Vendors must clearly understand that the only official answer or position of the County will be the
one stated on the Collier County Purchasing Department Online Bidding System website. For
general questions, please call the referenced Procurement Strategist identified in the Public
Notice.
10. Protests
Any actual or prospective respondent to an Invitation to Bid, who has a serious and legitimate
issue with the ITB shall file a written protest with the Purchasing Director rip or to the opening of
the bid or the due date for acceptance of bid. All such protests must be filed with the Purchasing
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Director no later than 11:00 a.m. Collier County time on the advertised date for the opening of the
bid or the acceptance date for the Request for Proposals.
11. Rejection and Waiver
The County reserves the right to reject any and all bids, to waive defects in the form of bid, also to
select the bid that best meets the requirements of the County.
Vendors whose bids, past performance or current status do not reflect the capability, integrity or
reliability to fully and in good faith perform the requirements denoted may be rejected as non-
responsive. Bids that do not meet all necessary requirements of this solicitation or fail to provide
all required information, documents or materials may be rejected as non - responsive.
12. Local Vendor Preference (LVP)
The County is using the Competitive Sealed Quotation methodology of source selection for this
procurement, as authorized by Ordinance Number 87 -25, and Collier County Resolution Number
2008 -181 establishing and adopting the Collier County Purchasing Policy.
The Collier County Board of County Commissioners has adopted a Local Preference "Right to
Match" policy to enhance the opportunities of local businesses to receive awards of Collier County
purchases.
A "local business" is defined as a business that has a valid Business Tax Receipt, formerly known
as an Occupational License issued by either Collier or Lee County for a minimum of one (1) year
prior to a Collier County quote or proposal submission that authorizes the business to provide the
commodities or services to be purchased, and a physical business address located within the
limits of Collier or Lee Counties from which the vendor operates or performs business. Post Office
Boxes are not verifiable and shall not be used for the purpose of establishing said physical
address. In addition to the foregoing, a vendor shall not be considered a "local business" unless it
contributes to the economic development and well -being of either Collier or Lee County in a
verifiable and measurable way. This may include, but not be limited to, the retention and
expansion of employment opportunities, the support and increase to either Collier or Lee County's
tax base, and residency of employees and principals of the business within Collier or Lee County.
Vendors shall affirm in writing their compliance with the foregoing at the time of submitting their
quote or proposal to be eligible for consideration as a "local business" under this section.
When a qualified and responsive non -local business submits the lowest price quote, and the quote
submitted by one or more qualified and responsive local businesses is within ten percent (10 %) of
the price submitted by the non -local business, then the local business with the apparent lowest
quote offer (i.e. the lowest local vendor) shall have the opportunity to submit an offer to match the
price(s) offered by the overall lowest, qualified and responsive vendor. In such instances, staff
shall first verify if the lowest non -local vendor and the lowest local vendor are in fact qualified and
responsive vendors.
Next, the Purchasing Department shall determine if the lowest local vendor meets the
requirements of Section 287.087 F.S.
If the lowest local vendor meets the requirements of 287.087, F.S., the Purchasing Department
shall invite the lowest local vendor to submit a matching offer to the Purchasing Department which
shall be submitted within five (5) business days thereafter. If the lowest local vendor submits an
offer that fully matches the lowest quote from the lowest non -local vendor tendered previously,
then award shall be made to the local vendor. If the lowest local vendor declines or is unable to
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match the lowest non local quote price(s), then award will be made to the lowest overall qualified
and responsive vendor. If the lowest local vendor does not meet the requirement of Section
287.087 F.S. and the lowest non -local vendor does, award will be made to the vendor that-meets
the requirements of the referenced state law.
Vendor must complete and submit with its quote response the Affidavit for Claiming Status as a
Local Business which is included as part of this solicitation.
Failure on the part of a Vendor to submit this Affidavit with their quote response will
preclude said Vendor from being considered for local preference under this solicitation.
A Vendor who misrepresents the Local Preference status of its firm in a quote submitted to the
County will lose the privilege to claim Local Preference status for a period of up to one (1) year.
The County may, as it deems necessary, conduct discussions with any of the competing vendors
determined to be in contention for being selected for award for the purpose of clarification to
assure full understanding of, and responsiveness to solicitation requirements.
13. Immigration Affidavit Certification
Statutes and executive orders require employers to abide by the immigration laws of the United
States and to employ only individuals who are eligible to work in the United States.
The Employment Eligibility Verification System (E- Verify) operated by the Department of
Homeland Security (DHS) in partnership with the Social Security Administration (SSA), provides
an Internet -based means of verifying employment eligibility of workers in the United States; it is
not a substitute for any other employment eligibility verification requirements. The program will be
used for Collier County formal Invitations to Bid (ITB) and Request for Proposals (RFP) including
professional services and construction services.
Exceptions to the program:
• Commodity based procurement where no services are provided.
• Where the requirement for the affidavit is waived by the Board of County
Commissioners
Vendors / Bidders are required to enroll in the E- Verify program, and provide acceptable evidence
of their enrollment, at the time of the submission of the vendor's /bidder's proposal. Acceptable
evidence consists of a copy of the properly completed E- Verify Company Profile page or a copy of
the fully executed E- Verify Memorandum of Understanding for the company. Vendors are also
required to provide the Collier County Purchasing Department an executed affidavit certifying they
shall comply with the E- Verify Program. The affidavit is attached to the solicitation documents. If
the Bidder/Vendor does not comply with providing both the acceptable E- Verify evidence
and the executed affidavit the bidder's / vendor's proposal may be deemed non - responsive.
Additionally, vendors shall require all subcontracted vendors to use the E- Verify system for all
purchases not covered under the "Exceptions to the program" clause above.
For additional information regarding the Employment Eligibility Verification System (E- Verify)
program visit the following website: http: / /www.dhs.gov /E- Verify. It shall be the vendor's
responsibility to familiarize themselves with all rules and regulations governing this program.
Vendor acknowledges, and without exception or stipulation, any firm(s) receiving an award shall
be fully responsible for complying with the provisions of the Immigration Reform and Control Act of
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1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be
amended and with the provisions contained within this affidavit. Failure by the awarded firm(s) to
comply with the laws referenced herein or the provisions of this affidavit shall constitute a breach
of the award agreement and the County shall have the discretion to unilaterally terminate said
agreement immediately.
14. Lobbying
All firms are hereby placed on NOTICE that the County Commission does not wish to be lobbied
either individually or collectively about a project for which a firm has submitted a bid. Firms and
their agents are not to contact members of the County Commission for such purposes as
meetings of introduction, luncheons, dinners, etc. During the bidding process, from bid opening to
final Board approval, no firm or its agent shall contact any other employee of Collier County with
the exception of the Purchasing Department.
15. Certificate of Authority to Conduct Business in the State of Florida (Florida Statute
607.1501)
In order to be considered for award, firms must be registered with the Florida Department of State
Divisions of Corporations in accordance with the requirements of Florida Statute 607.1501 and
provide a certificate of authority (www.sunbiz.ora /search.html) prior to execution of a contract. A
copy of the document may be submitted with the solicitation response and the document number
shall be identified. Firms who do not provide the certificate of authority at the time of response
shall be required to provide same within five (5) days upon notification of selection for award. If the
firm cannot provide the document within the referenced timeframe, the County reserves the right
to award to another firm.
16. General Information
When it is deemed by the County that a bid cannot be awarded as originally intended, the County
reserves the right to award this bid through an approach which is the best interest of the County.
Alternate bids will not be considered unless authorized by the ITB. In case of identical bids tying
as low bid, the County shall ask vendors to submit certification that they have a drug -free
workplace in accordance with Section 287.087 Florida Statutes. Should all vendors provide said
certification; the County will give local vendor preference.
17. Bid Award Process
Award of contract will be made by the Board of County Commissioners in public session. Awards
pertaining to the Collier County Airport Authority will generally be made by that agency's approval
Board.
Award shall be made in a manner consistent with the County's Purchasing Policy. Award
recommendations will be posted outside the offices of the Purchasing Department as well as on
the Collier County Purchasing Department website on Wednesdays and Thursdays prior to the
County Commission meetings.
Any actual or prospective respondent who desires to formally protest the recommended contract
award must file a notice of intent to protest with the Purchasing Director within two (2) calendar
days (excluding weekends and County holidays) of the date that the recommended award is
posted. Upon filing of said notice, the protesting party will have five (5) days to file a formal
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protest and will be given instructions as to the form and content requirements of the formal protest.
A copy of the "Protest Policy" is available at the office of the Purchasing Director.
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Exhibit III: Standard Purchase Order Terms and Conditions
Offer
This offer is subject to cancellation by the
COUNTY without notice if not accepted by
VENDOR within fourteen (14) days of issuance.
Acceptance and Confirmation
This Purchase Order (including all documents
attached to or referenced therein) constitutes
the entire agreement between the parties, unless
otherwise specifically noted by the COUNTY on
the face of this Purchase Order. Each delivery of
goods and /or services received by the COUNTY
from VENDOR shall be deemed to be upon the
terms and conditions contained in this Purchase
Order.
No additional terms may be added and Purchase
Order may not be changed except by written
instrument executed by the COUNTY. VENDOR
is deemed to be on notice that the COUNTY
objects to any additional or different terms and
conditions contained in any acknowledgment,
invoice or other communication from VENDOR,
notwithstanding the COUNTY'S acceptance or
payment for any delivery of goods and /or
services, or any similar act by VENDOR.
Inspection
All goods and /or services delivered hereunder
shall be received subject to the COUNTY'S
inspection and approval and payment therefore
shall not constitute acceptance. All payments are
subject to adjustment for shortage or rejection.
All defective or nonconforming goods will be
returned pursuant to VENDOR'S instruction at
VENDOR'S expense.
To the extent that a purchase order requires a
series of performances by VENDOR, the
COUNTY prospectively reserves the right to
cancel the entire remainder of the Purchase
Order if goods and /or services provided early in
the term of the Purchase Order are
non - conforming or otherwise rejected by the
COUNTY.
Shipping and Invoices
a) All goods are FOB destination and must be
suitably packed and prepared to secure the
lowest transportation rates and to comply
with all carrier regulations. Risk of loss of
any goods sold hereunder shall transfer to
the COUNTY at the time and place of
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delivery; provided that risk of loss prior to
actual receipt of the goods by the COUNTY
nonetheless remain with VENDOR.
b) No charges will be paid by the COUNTY for
packing, crating or cartage unless otherwise
specifically stated in this Purchase Order.
Unless otherwise provided in Purchase
Order, no invoices shall be issued nor
payments made prior to delivery. Unless
freight and other charges are itemized, any
discount will be taken on the full amount of
invoice.
c) All shipments of goods scheduled on the
same day via the same route must be
consolidated. Each shipping container must
be consecutively numbered and marked to
show this Purchase Order number. The
container and Purchase Order numbers must
be indicated on bill of lading. Packing slips
must show Purchase Order number and
must be included on each package of less
than container load (LCL) shipments and /or
with each car load of equipment. The
COUNTY reserves the right to refuse or
return any shipment or equipment at
VENDOR'S expense that is not marked with
Purchase Order numbers. VENDOR agrees
to declare to the carrier the value of any
shipment made under this Purchase Order
and the full invoice value of such shipment.
d) All invoices must contain the Purchase Order
number and any other specific information as
identified on the Purchase Order. Discounts
of prompt payment will be computed from the
date of receipt of goods or from date of
receipt of invoices, whichever is later.
Payment will be made upon receipt of a
proper invoice and in compliance with
Chapter 218, Fla. Stats., otherwise known as
the "Local Government Prompt Payment
Act," and, pursuant to the Board of County
Commissioners Purchasing Policy.
5. Time Is Of the Essence
Time for delivery of goods or performance of
services under this Purchase Order is of the
essence. Failure of VENDOR to meet delivery
schedules or deliver within a reasonable time, as
interpreted by the COUNTY in its sole judgment,
shall entitle the COUNTY to seek all remedies
available to it at law or in equity. VENDOR
agrees to reimburse the COUNTY for any
expenses incurred in enforcing its rights.
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VENDOR further agrees that undiscovered
delivery of nonconforming goods and /or services
is not a waiver of the COUNTY'S right to insist
upon further compliance with all specifications.
Changes
The COUNTY may at any time and by written
notice make changes to drawings and
specifications, shipping instructions, quantities
and delivery schedules within the general scope
of this Purchase Order. Should any such change
increase or decrease the cost of, or the time
required for performance of the Purchase Order,
an equitable adjustment in the price and /or
delivery schedule will be negotiated by the
COUNTY and VENDOR. Notwithstanding the
foregoing, VENDOR has an affirmative obligation
to give notice if the changes will decrease costs.
Any claims for adjustment by VENDOR must be
made within thirty (30) days from the date the
change is ordered or within such additional
period of time as may be agreed upon by the
parties.
Warranties
VENDOR expressly warrants that the goods
and /or services covered by this Purchase Order
will conform to the specifications, drawings,
samples or other descriptions furnished or
specified by the COUNTY, and will be of
satisfactory material and quality production, free
from defects and sufficient for the purpose
intended. Goods shall be delivered free from any
security interest or other lien, encumbrance or
claim of any third party. These warranties shall
survive inspection, acceptance, passage of title
and payment by the COUNTY.
Statutory Conformity
Goods and services provided pursuant to this
Purchase Order, and their production and
transportation shall conform to all applicable
laws, including but not limited to the Occupational
Health and Safety Act, the Federal
Transportation Act and the Fair Labor Standards
Act, as well as any law or regulation noted on the
face of the Purchase Order.
9. Advertising
No VENDOR providing goods and services to the
COUNTY shall advertise the fact that it has
contracted with the COUNTY for goods and /or
services, or appropriate or make use of the
COUNTY'S name or other identifying marks or
property without the prior written consent of the
COUNTY'S Purchasing Department.
10. Indemnification
2/2512014 16.E.10.
VENDOR shall indemnify and hold harmless the
COUNTY from any and all claims, including
claims of negligence, costs and expenses,
including but not limited to attorneys' fees, arising
from, caused by or related to the injury or death
of any person (including but not limited to
employees and agents of VENDOR in the
performance of their duties or otherwise), or
damage to property (including property of the
COUNTY or other persons), which arise out of or
are incident to the goods and /or services to be
provided hereunder.
11. Warranty of Non - Infringement
VENDOR represents and warrants that all goods
sold or services performed under this Purchase
Order are: a) in compliance with applicable laws;
b) do not infringe any patent, trademark,
copyright or trade secret; and c) do not constitute
unfair competition.
VENDOR shall indemnify and hold harmless the
COUNTY from and against any and all claims,
including claims of negligence, costs and
expense, including but not limited to attorneys'
fees, which arise from any claim, suit or
proceeding alleging that the COUNTY'S use of
the goods and /or services provided under this
Purchase Order are inconsistent with VENDOR'S
representations and warranties in section 11 (a).
If any claim which arises from VENDOR'S breach
of section 11 (a) has occurred, or is likely to
occur, VENDOR may, at the COUNTY'S option,
procure for the COUNTY the right to continue
using the goods or services, or replace or modify
the goods or services so that they become
non - infringing, (without any material degradation
in performance, quality, functionality or additional
cost to the COUNTY).
12. Insurance Requirements
The VENDOR, at its sole expense, shall provide
commercial insurance of such type and with such
terms and limits as may be reasonably
associated with the Purchase Order. Providing
and maintaining adequate insurance coverage is
a material obligation of the VENDOR. All
insurance policies shall be executed through
insurers authorized or eligible to write policies in
the State of Florida.
13. Compliance with Laws
In fulfilling the terms of this Purchase Order,
VENDOR agrees that it will comply with all
federal, state, and local laws, rules, codes, and
ordinances that are applicable to the conduct of
its business. By way of non - exhaustive example,
this shall include the American with Disabilities
Act and all prohibitions against discrimination on
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the basis of race, religion, sex creed, national
origin, handicap, marital status, or veterans'
status. Further, VENDOR acknowledges and
without exception or stipulation shall be fully
responsible for complying with the provisions of
the Immigration Reform and Control Act of 1986
as located at 8 U.S.C. 1324, et seq. and
regulations relating thereto, as either may be
amended. Failure by the awarded firm(s) to
comply with the laws referenced herein shall
constitute a breach of the award agreement and
the County shall have the discretion to
unilaterally terminate said agreement
immediately. Any breach of this provision may
be regarded by the COUNTY as a material and
substantial breach of the contract arising from
this Purchase Order.
14. Force Majeure
Neither the COUNTY nor VENDOR shall be
responsible for any delay or failure in
performance resulting from any cause beyond
their control, including, but without limitation to
war, strikes, civil disturbances and acts of nature.
When VENDOR has knowledge of any actual or
potential force majeure or other conditions which
will delay or threatens to delay timely
performance of this Purchase Order, VENDOR
shall immediately give notice thereof, including all
relevant information with respects to what steps
VENDOR is taking to complete delivery of the
goods and /or services to the COUNTY.
15. Assignment
VENDOR may not assign this Purchase Order,
nor any money due or to become due without the
prior written consent of the COUNTY. Any
assignment made without such consent shall be
deemed void.
16. Taxes
Goods and services procured subject to this
Purchase Order are exempt from Florida sales
and use tax on real property, transient rental
property rented, tangible personal purchased or
rented, or services purchased (Florida Statutes,
Chapter 212), and from federal excise tax.
17. Annual Appropriations
The COUNTY'S performance and obligation to
pay under this Purchase Order shall be
contingent upon an annual appropriation of
funds.
18. Termination
This Purchase Order may be terminated at any
time by the COUNTY upon 30 days prior written
notice to the VENDOR. This Purchase Order
may be terminated immediately by the COUNTY
for breach by VENDOR of the terms and
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conditions of this Purchase Order, provided that
COUNTY has provided VENDOR with notice of
such breach and VENDOR has failed to cure
within 10 days of receipt of such notice.
19. General
a) This Purchase Order shall be governed by
the laws of the State of Florida. The venue
for any action brought to specifically enforce
any of the terms and conditions of this
Purchase Order shall be the Twentieth
Judicial Circuit in and for Collier County,
Florida
b) Failure of the COUNTY to act immediately in
response to a breach of this Purchase Order
by VENDOR shall not constitute a waiver of
breach. Waiver of the COUNTY by any
default by VENDOR hereunder shall not be
deemed a waiver of any subsequent default
by VENDOR.
c) All notices under this Purchase Order shall
be sent to the respective addresses on the
face page by certified mail, return receipt
requested, by overnight courier service, or by
personal delivery and will be deemed
effective upon receipt. Postage, delivery and
other charges shall be paid by the sender. A
party may change its address for notice by
written notice complying with the
requirements of this section.
d) The Vendor agrees to reimbursement of any
travel expenses that may be associated with
this Purchase Order in accordance with
Florida Statute Chapter 112.061, Per Diem
and Travel Expenses for Public Officers,
employees and authorized persons.
e) In the event of any conflict between or
among the terms of any Contract Documents
related to this Purchase Order, the terms of
the Contract Documents shall take
precedence over the terms of the Purchase
Order. To the extent any terms and /or
conditions of this Purchase Order duplicate
or overlap the Terms and Conditions of the
Contract Documents, the provisions of the
Terms and /or Conditions that are most
favorable to the County and /or provide the
greatest protection to the County shall
govern.
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Exhibit IV: Additional ITB Terms and Conditions
1. Additional Items and /or Services
During the contract term, Collier County reserves the right to add related items and /or services
upon negotiation of a satisfactory price by the Project Manager and Vendor.
2. Conflict of Interest
Vendor shall provide a list of any businesses and /or organizations to which the firm has any
affiliation or obligations within the past five (5) years; whether paid or donated, which could be
construed by the County as a conflict of interest. Disclosure of any potential or actual conflict of
interest is subject to County staff review and does not in and of itself disqualify a firm from
consideration. These disclosures are intended to identify and or preclude conflict of interest
situations during contract selection and execution.
3. Vendor Performance Evaluation
Collier County has implemented a Vendor Performance Evaluation System for all contracts
awarded in excess of $25,000. To this end, vendors will be evaluated on their performance upon
completion /termination of agreement.
5. Use of Subcontractors
Bidders on any service related project, including construction, must be qualified and directly
responsible for 51 % or more of the solicitation amount for said work.
6. Deductions for Non - Performance
The County reserves the right to deduct a portion of any invoice for goods not delivered, or
services not performed in accordance with requirements, including required timeframe. The
County may also deduct, or chargeback the Vendor the costs necessary to correct the deficiencies
directly related to the Vendor's non - performance.
7. Offer Extended to Other Governmental Entities
Collier County encourages and agrees to the successful vendor extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the discretion of
the successful vendor.
8. Environmental Health and Safety
All Vendors and Sub vendors performing service for Collier County are required and shall comply
with all Occupational Safety and Health Administration (OSHA), State and County Safety and
Occupational Health Standards and any other applicable rules and regulations. Vendors and Sub
vendors shall be responsible for the safety of their employees and any unsafe acts or conditions
that may cause injury or damage to any persons or property within and around the work site. All
firewall penetrations must be protected in order to meet Fire Codes.
Collier County Government has authorized OSHA representatives to enter any Collier County
facility, property and /or right -of -way for the purpose of inspection of any Vendor's work operations.
This provision is non - negotiable by any department and /or Vendor.
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All new electrical installations shall incorporate NFPA 70E Short Circuit Protective Device
Coordination and Arc Flash Studies where relevant as determined by the engineer.
All electrical installations shall be labeled with appropriate NFPA 70E arch flash boundary and
PPE Protective labels.
9. Standards of Conduct
The Vendor shall employ people to work on County projects who are neat, clean, well - groomed
and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent
employees who are physically capable of performing their employment duties. The County may
require the Vendor to remove an employee it deems careless, incompetent, insubordinate or
otherwise objectionable and whose continued employment on Collier County projects is not in the
best interest of the County.
10. Licenses
The Vendor is required to possess the correct professional and other licenses, and any other
authorizations necessary to perform the required work pursuant to all applicable Federal, State
and Local Law, Statute, Ordinances, and rules and regulations of any kind. Additionally, copies
of all the required licenses must be submitted with the bid response indicating that the
entity bidding, as well as the team assigned to the County account, is properly licensed to
perform the activities or work included in the ITB documents. Failure on the part of any
vendor to supply this documentation with their bid response may be grounds for deeming
vendor non - responsive. A Vendor with an office within Collier County is required to have an
occupational license.
All State Certified contractors who may need to pull Collier County permits or call in inspections
must complete a Collier County Contractor License registration form and submit the required fee.
After registering the license /registration will need to be renewed thereafter to remain "active" in
Collier County.
Questions regarding professional licenses should be directed to Contractor Licensing, Community
Development and Environmental Services at (239) 252 -2431, 252 -2432 or 252 -2909. Questions
regarding required Business Tax Receipt (formerly known as Occupational Licenses) should be
directed to the Tax Collector's Office at (239) 252 -2477.
11. Protection of Property
The Vendor shall ensure that the service is performed in such manner as to not damage any
property. In the event damage occurs to any property as a direct result of the Vendor or their Sub
vendor in the performance of the required service, the Vendor shall repair /replace, to the County's
satisfaction, damaged property at no additional cost to the County. If the damage caused by the
Vendor or their Sub vendor has to be repaired /replaced by the County, the cost of such work will
be deducted from the monies due the Vendor.
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12. Prohibition of Gifts to County Employees
No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan,
fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III,
Florida Statutes, the current Collier County Ethics Ordinance and County Administrative
Procedure 5311. Violation of this provision may result in one or more of the following
consequences: a. Prohibition by the individual, firm, and /or any employee of the firm from contact
with County staff for a specified period of time; b. Prohibition by the individual and /or firm from
doing business with the County for a specified period of time, including but not limited to:
submitting bids, RFP, and /or quotes; and, c. immediate termination of any contract held by the
individual and /or firm for cause.
13. Invoice and Payments
Payments are made in accordance with the Local Government Prompt Payment Act, Chapter 218,
Florida Statutes. Vendor's invoices must include:
• Purchase Order Number
• Description and quantities of the goods or services provided per instructions on the County's
purchase order or contract.
Invoices shall be sent to:
Board of County Commissioners
Clerk's Finance Department
ATTN: Accounts Payable
3299 Tamiami Trail E Ste 700
Naples FL 34112
Or emailed to: bccapclerk ()- colliercierk.com.
Collier County, in its sole discretion, will determine the method of payment for goods and /or
services as part of this agreement.
Payment methods include:
• Traditional — payment by check, wire transfer or other cash equivalent.
• Standard — payment by purchasing card. Collier County's Purchasing Card Program is
supported by standard bank credit suppliers (i.e. VISA and MasterCard), and as such, is cognizant
of the Rules for VISA Merchants and MasterCard Merchant Rules.
The County may not accept any additional surcharges (credit card transaction fees) as a result of
using the County's credit card for transactions relating to this solicitation. The County will
entertain bids clearly stating pricing for standard payment methods. An additional separate
discounted price for traditional payments may be provided at the initial bid submittal if it is clearly
marked as an "Additional Cash Discount."
Upon execution of the Contract and completion of each month's work, payment requests may be
submitted to the Project Manager on a monthly basis by the Contractor for services rendered for
that prior month. Services beyond sixty (60) days from current monthly invoice will not be
considered for payment without prior approval from the Project manager. All invoices should be
submitted within the fiscal year the work was performed. (County's fiscal year is October 1 -
September 30.) Invoices submitted after the close of the fiscal year will not be accepted (or
processed for payment) unless specifically authorized by the Project Manager.
Payments will be made for articles and /or services furnished, delivered, and accepted, upon
receipt and approval of invoices submitted on the date of services or within six (6) months after
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completion of contract. Any untimely submission of invoices beyond the specified deadline period
is subject to non - payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
In instances where the successful contractor may owe debts (including, but not limited to taxes or
other fees) to Collier County and the contractor has not satisfied nor made arrangement to satisfy
these debts, the County reserves the right to off -set the amount owed to the County by applying
the amount owed to the vendor or contractor for services performed of for materials delivered in
association with a contract.
Invoices shall not reflect sales tax. After review and approval, the invoice will be transmitted to the
Finance Division for payment. Payment will be made upon receipt of proper invoice and in
compliance with Chapter 218 Florida Statutes, otherwise known as the "Local Government Prompt
Payment Act." Collier County reserves the right to withhold and /or reduce an appropriate amount
of any payment for work not performed or for unsatisfactory performance of Contractual
requirements.
14. Survivability
Bids (ITBs /RFPs): The Consultant /ContractorNendor agrees that any Work Order /Purchase
Order that extends beyond the expiration date of Solicitation 13 -6060 — EMS Medications resultant
of this solicitation will survive and remain subject to the terms and conditions of that Agreement
until the completion or termination of any Work Order /Purchase Order.
15. Insurance Requirements
The Vendor shall at its own expense, carry and maintain insurance coverage from responsible
companies duly authorized to do business in the State of Florida as set forth in Insurance and
Bonding Requirements Attachment of this solicitation. The Vendor shall procure and maintain
property insurance upon the entire project, if required, to the full insurable value of the scope of
work.
The County and the Vendor waive against each other and the County's separate Vendors,
Contractors, Design Consultant, Subcontractors agents and employees of each and all of them, all
damages covered by property insurance provided herein, except such rights as they may have to
the proceeds of such insurance. The Vendor and County shall, where appropriate, require similar
waivers of subrogation from the County's separate Vendors, Design Consultants and
Subcontractors and shall require each of them to include similar waivers in their contracts.
Collier County shall be responsible for purchasing and maintaining, its own liability insurance.
Certificates issued as a result of the award of this solicitation must identify "For any and all work
performed on behalf of Collier County."
The General Liability Policy provided by Vendor to meet the requirements of this solicitation shall
name Collier County, Florida, as an additional insured as to the operations of Vendor under this
solicitation and shall contain a severability of interests provisions.
Collier County Board of County Commissioners shall be named as the Certificate Holder. The
"Certificate Holder" should read as follows:
Collier County
Board of County Commissioners
Naples, Florida
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The amounts and types of insurance coverage shall conform to the minimum requirements set
forth in the Insurance and Bonding Requirements Attachment, with the use of Insurance Services
Office (ISO) forms and endorsements or their equivalents. If Vendor has any self- insured
retentions or deductibles under any of the below listed minimum required coverage, Vendor must
identify on the Certificate of Insurance the nature and amount of such self- insured retentions or
deductibles and provide satisfactory evidence of financial responsibility for such obligations. All
self - insured retentions or deductibles will be Vendor's sole responsibility.
Coverage(s) shall be maintained without interruption from the date of commencement of the Work
until the date of completion and acceptance of the scope of work by the County or as specified in
this solicitation, whichever is longer.
The Vendor and /or its insurance carrier shall provide 30 days written notice to the County of policy
cancellation or non - renewal on the part of the insurance carrier or the Vendor. The Vendor shall
also notify the County, in a like manner, within twenty -four (24) hours after receipt, of any notices
of expiration, cancellation, non - renewal or material change in coverage or limits received by
Vendor from its insurer and nothing contained herein shall relieve Vendor of this requirement to
provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by
Vendor hereunder, Vendor shall immediately take steps to have the aggregate limit reinstated to
the full extent permitted under such policy.
Should at any time the Vendor not maintain the insurance coverage(s) required herein, the County
may terminate the Agreement or at its sole discretion shall be authorized to purchase such
coverage(s) and charge the Vendor for such coverage(s) purchased. If Vendor fails to reimburse
the County for such costs within thirty (30) days after demand, the County has the right to offset
these costs from any amount due Vendor under this Agreement or any other agreement between
the County and Vendor. The County shall be under no obligation to purchase such insurance, nor
shall it be responsible for the coverage(s) purchased or the insurance company or companies
used. The decision of the County to purchase such insurance coverage(s) shall in no way be
construed to be a waiver of any of its rights under the Contract Documents.
If the initial or any subsequently issued Certificate of Insurance expires prior to the completion of
the scope of work, the Vendor shall furnish to the County renewal or replacement Certificate(s) of
Insurance not later than ten (10) calendar days after the expiration date on the certificate. Failure
of the Vendor to provide the County with such renewal certificate(s) shall be considered
justification for the County to terminate any and all contracts.
15. Collier County Information Technology Requirements
All vendor access will be done via VPN access only. All access must comply with current
published County Manager Agency (CMA) policies.
Current policies that apply are CMAs 5402, 5403 and 5405. These policies will be available upon
request from the Information Technology Department. All vendors will be required to adhere to IT
policies for access to the County network. Vendors are required to notify the County in writing
twenty -four (24) hours in advance as to when access to the network is planned. Included in this
request must be a detailed work plan with actions that will be taken at the time of access. The
County IT Department has developed a Technical Architecture Requirements Document that is
required to be filled out and submitted with your bid response. This document can be found on the
Collier County Purchasing Department website: www,colliergov.net/purchasing. On the left hand
side of the menu, click on CC Technical Requirements. If this document is not submitted with your
bid response, your bid response may be deemed non - responsive.
16. Security and Background Checks
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If required, Vendor / Contractor / Proposer shall be responsible for the costs of providing
background checks by the Collier County Facilities Management Department, and drug testing for
all employees that shall provide services to the County under this Agreement. This may include,
but not be limited to, checking federal, state and local law enforcement records, including a state
and FBI fingerprint check, credit reports, education, residence and employment verifications and
other related records. Contractor shall be required to maintain records on each employee and
make them available to the County for at least four (4) years.
17. Debris
Vendor shall be responsible for the removal and disposal of all debris from the site and the
cleaning of the affected areas. Vendor shall keep the premises free of debris and unusable
materials resulting from their work and as work progresses; or upon the request of the County's
representative, shall remove and dispose such debris and materials from the property. The
Vendor shall leave all affected areas as they were prior to beginning work.
18. Direct Material Purchase
The County reserves the right to require Vendor to assign some or all of its agreements with
material suppliers directly to the County. Any such goods and /or materials purchased by the
County pursuant to such an assignment of a material supply agreement shall be referred to as
"County Furnished Materials" and the responsibilities of both the County and the Vendor relating
to said materials shall be governed by the terms and conditions of this solicitation.
Additionally, the County at its sole option may choose to purchase some or all of the goods and /or
materials from other suppliers. In either instance the County may require the following information
from the Vendor:
• Required quantities of material.
• Specifications relating to goods and /or materials required for job including brand and /or model
number or type if applicable
• Pricing and availability of goods and /or materials provided under Vendor's agreements with
material suppliers
19. Grant Compliance
The purchase of any goods and /or services that are funded through Federal Grant Appropriations,
the State of Florida, or any other public or private foundations shall be subject to the compliance
and reporting requirements of the granting agency.
20. Equipment
Vendor shall have available and in good working condition, the necessary equipment to perform
the required service. If required, the Vendor shall supply a list of equipment and an hourly rate for
each. Hourly rates will commence once equipment arrives at the service site.
In the event that additional specialized and /or heavy equipment (backhoe, crane, mudhog, etc.) is
needed, the Project Manager must be notified in advance for approval. The reimbursement of
additional equipment expense shall be at cost and will commence once equipment arrives at the
service site. The County reserves the right to request and obtain documentation of the Vendor's
cost, and to withhold payments until documentation is provided.
The scope of these specifications is to ensure the delivery of a complete unit ready for operation.
Omission of any essential detail from these specifications does not relieve the Vendor from
furnishing a complete unit.
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All equipment must be new and of current manufacture in production at the time of ITB opening,
and carry standard warranties. At the time of delivery, at least two (2) complete shop repair
manuals and parts lists must be furnished with each type of equipment. Vendor must service all
equipment prior to delivery and /or acceptance by the County.
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Col Xer Ccxt�y
Admintisitahve Semoes Division
Purchasing
Attachment 1: Vendor Submittal - Vendor's Non - Response Statement
The sole intent of the Collier County Purchasing Department is to issue solicitations that are clear,
concise and openly competitive. Therefore, we are interested in ascertaining reasons why prospective
Vendors did not wish to respond to this ITB. If your firm is not responding to this ITB, please indicate
the reason(s) by checking any appropriate item(s) listed below and return this form via email or fax to
the Procurement Strategist listed on the first page or mail to: Collier County Purchasing Department,
3327 Tamiami Trail East, Naples, Florida 34112.
We are not responding to this ITB for the following reason(s):
Solicitation: 13 -6060 — EMS Medications
❑ Services requested not available through our company.
❑ Our firm could not meet specifications /scope of work.
❑ Specifications /scope of work not clearly understood (too vague, rigid, etc.)
❑ Project is too small.
❑ Insufficient time allowed for preparation of response.
❑ Incorrect address used. Please correct mailing address:
❑ Other reason(s):
Firm's Complete Legal Name
Address
City, State, Zip
Telephone Number
FAX Number
Signature / Title
Type Name of Signature Date:
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coLiLier C ou�
Adrrvrm=Vve Smoes DMmon
Purchasing
Attachment 2: Vendor's Check List
IMPORTANT: THIS SHEET MUST BE SIGNED BY VENDOR. Please read carefully, sign in the
spaces indicated and return with bid.
Vendor should check off each of the following items as the necessary action is completed:
1. The Bid has been signed.
2. The Bid prices offered have been reviewed.
3. The price extensions and totals have been checked.
4. The payment terms have been indicated.
5. Any required drawings, descriptive literature, etc. have been included.
6. Any delivery information required is included.
7. If required, the amount of bid bond has been checked, and the bid bond or cashiers check has
been included.
8. Addendum have been signed and included, if applicable.
9. Affidavit for Claiming Status as a Local Business, if applicable.
10. Immigration Affidavit and company's E- Verify profile page or memorandum of understanding.
11. Copies of licenses, equipment lists, subcontractors or any other information as noted in this
ITB.
12. The mailing envelope must be addressed to:
Purchasing Director
Collier County Government
Purchasing Department
3327 Tamiami Trail E
Naples FL 34112
The mailing envelope must be sealed and marked with:
• Solicitation: 13 -6060 — EMS Medications
• Opening Date: 11/05/2013, 3:OOPM
13. The bid will be mailed or delivered in time to be received no later than the specified opening
date and time. (Otherwise bid cannot be considered.)
ALL COURIER DELIVERED BIDS MUST HAVE THE BID NUMBER AND TITLE ON THE OUTSIDE
OF THE COURIER PACKET.
Company Name
Signature & Title
Date
#13 -6060 23
EMS Medications
Packet Page -1453-
Corier Cl ,>Cy
Adrrinimabm Services Divisim
Purchasing
Attachment 3: Vendor Submittal - Bid Response Form
FROM:
Board of County Commissioners
Collier County Government Center
Naples, Florida 34112
RE: Solicitation: 13 -6060 — EMS Medications
Dear Commissioners:
2/25/2014 16.E.10.
The undersigned, as Vendor, hereby declares that the specifications have been fully examined and
the Vendor is fully informed in regard to all conditions pertaining to the work to be performed for as
per the scope of work. The Vendor further declares that the only persons, company or parties
interested in this Bid or the Contract to be entered into as principals are named herein; that this Bid is
made without connection with any other person, company or companies submitting a Bid; and it is all
respects fair and in good faith, without collusion or fraud.
The Vendor proposes and agrees if this Bid is accepted, to contract, either by a County issued
purchase order or formal contract, to comply with the requirements in full in accordance with the
terms, conditions and specifications denoted herein, according to the following unit prices:
Item #
I Description
I Pharmaceuticals
Supplies
1 J..Percentage
discount off Retail Price
Item #
Description
Total
23
BID TOTAL
$
Any discounts or terms must be shown on the Bid Response Form. Such discounts, if any, will be
considered and computed in the tabulation of the bids. In no instance should terms for less than
fifteen (15) days payment be offered.
Prompt Payment Terms: % Days; Net _ Days
❑ Bid Response Form is electronic. Please input your prices online.
Note: If you choose to bid manually, please submit an ORIGINAL and ONE COPY of your bid
response pages. The undersigned do agree that should this Bid be accepted, to execute a formal
contract, if required, and present the formal contract to the County Purchasing Director for approval
within fifteen (15) days after being notified of an award.
#13 -6060
EMS Medications
Packet Page -1454-
24
2/25/2014 16.E.10.
IN WITNESS WHEREOF, WE have hereunto subscribed our names on this day of
,20 in the County of , in the State of
Firm's Complete Legal Name
Address
City, State, Zip
Florida Certificate of Authority
Document Number
Federal Tax Identification
Number
CCR # or CAGE Code
Telephone Number
FAX Number
Signature / Title
Type Name of Signature
Date
Additional Contact Information
Send Payments To: (REQUIRED ONLY if different from above)
Firm's Complete Legal Name
Address
City, State, Zip
Contact Name
Telephone Number
FAX Number
Email Address
#13 -6060 25
EMS Medications
Packet Page -1455-
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Corer County
Adnrnistrabve Services Dmsion
Purchasing
Attachment 4: Vendor Submittal — Local Vendor Preference Affidavit
Solicitation: 13 -6060 — EMS Medications (Check Appropriate Boxes Below)
State of Florida (Select County if Vendor is described as a Local Business
❑ Collier County
❑ Lee County
Vendor affirms that it is a local business as defined by the Purchasing Policy of the Collier County Board of
County Commissioners and the Regulations Thereto. As defined in Section XI of the Collier County Purchasing
Policy;
A "local business" is defined as a business that has a valid occupational license issued by either Collier or Lee
County for a minimum of one (1) year prior to a Collier County bid or proposal submission that authorizes the
business to provide the commodities or services to be purchased, and a physical business address located
within the limits of Collier or Lee Counties from which the vendor operates or performs business. Post Office
Boxes are not verifiable and shall not be used for the purpose of establishing said physical address. In addition
to the foregoing, a vendor shall not be considered a "local business" unless it contributes to the economic
development and well -being of either Collier or Lee County in a verifiable and measurable way. This may
include, but not be limited to, the retention and expansion of employment opportunities, the support and
increase to either Collier or Lee County's tax base, and residency of employees and principals of the business
within Collier or Lee County. Vendors shall affirm in writing their compliance with the foregoing at the time of
submitting their bid or proposal to be eligible for consideration as a "local business" under this section.
Vendor must complete the following information:
Year Business Established in ❑Collier County or ❑ Lee County:
Number of Employees (Including Owner(s) or Corporate Officers):
Number of Employees Living in ❑ Collier County or ❑ Lee (Including Owner(s) or Corporate Officers):_
If requested by the County, vendor will be required to provide documentation substantiating the information
given in this affidavit. Failure to do so will result in vendor's submission being deemed not applicable.
Vendor Name:
Address in Collier or Lee County:
Signature:
STATE OF FLORIDA
❑ COLLIER COUNTY ❑ LEE COUNTY
Date:
Title:
Sworn to and Subscribed Before Me, a Notary Public, for the above State and County, on this Day
of 20
Notary Public
My Commission Expires:
(AFFIX OFFICIAL SEAL)
#13 -6060
EMS Medications
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26
2/25/2014 16.E.10.
cola- c,cy
Aarrani SeMoes DmNon
Purchasing
Attachment 5: Vendor Submittal — Immigration Affidavit
Solicitation: 13 -6060 — EMS Medications
This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal
Invitations to Bid (ITB's) and Request for Proposals (RFP) submittals. Further, Vendors / Bidders are required to enroll
in the E- Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the
vendor's /bidder's proposal. Acceptable evidence consists of a copy of the properly completed E- Verify Company
Profile page or a copy of the fully executed E- Verify Memorandum of Understanding for the company. Failure to
include this Affidavit and acceptable evidence of enrollment in the E- Verify program, may deem the Vendor /
Bidder's proposal as non - responsive.
Collier County will not intentionally award County contracts to any vendor who knowingly employs unauthorized alien
workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e) Section 274A(e) of
the Immigration and Nationality Act ( "INA ").
Collier County may consider the employment by any vendor of unauthorized aliens a violation of Section 274A (e) of the
INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A (e) of the INA shall be
grounds for unilateral termination of the contract by Collier County.
Vendor attests that they are fully compliant with all applicable immigration laws (specifically to the 1986 Immigration Act
and subsequent Amendment(s)) and agrees to comply with the provisions of the Memorandum of Understanding with E-
Verify and to provide proof of enrollment in The Employment Eligibility Verification System (E- Verify), operated by the
Department of Homeland Security in partnership with the Social Security Administration at the time of submission of the
Vendor's / Bidder's proposal.
Company Name
Print Name
Signature
State of
County of
Title
Date
The foregoing instrument was signed and acknowledged before me this day of , 20_, by
who has produced as identification.
(Print or Type Name) (Type of Identification and Number)
Notary Public Signature
Printed Name of Notary Public
Notary Commission Number /Expiration
The signee of this Affidavit guarantees, as evidenced by the sworn affidavit required herein, the truth and accuracy of
this affidavit to interrogatories hereinafter made.
#13 -6060 27
EMS Medications
Packet Page -1457-
2/25/2014 16.E.10.
C:�o�ie►- Co�ccrrty
Purchasing
Attachment 6: Vendor Substitute W — 9
Request for Taxpayer Identification Number and Certification
In accordance with the Internal Revenue Service regulations, Collier County is required to collect the following
information for tax reporting purposes from individuals and companies who do business with the County (including
social security numbers if used by the individual or company for tax reporting purposes). Florida Statute
119.071(5) require that the county notify you in writing of the reason for collecting this information, which will be
used for no other purpose than herein stated. Please complete all information that applies to your business and
return with your quote or proposal.
1. General Information (provide all information)
Taxpayer Name
(as shown on income tax return)
Business Name
(if different from taxpayer name)
Address City
a e Zip
Telephone FAX Email
Order Information I Remit / Payment I
City _
FAX
Email
Address
State Zip City
FAX
Email
2. Company Status (check only one)
State Zip
_Individual / Sole Proprietor
_Corporation
_Partnership
_Tax Exempt (Federal income tax - exempt entity
_ Limited Liability Company
under Internal Revenue Service guidelines IRC
501 (c) 3)
Enter the tax classification
(D = Disregarded Entity, C = Corporation, P = Partnership)
3. Taxpayer Identification Number (for tax reporting purposes only)
Federal Tax Identification Number (TIN)
(Vendors who do not have a TIN, will be required to provide a social security number prior to an award of the contract.)
4. Sign and Date Form
Certification: Under penalties of perjury, l certify that the information shown on this form is correct to my knowledge.
Signature Date
Title Phone Number
#13 -6060
EMS Medications
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28
2/25/2014 16.E.10.
Cofer County
Administrative SeMoes Division
Purchasing
Attachment 7: Vendor Submittal - Insurance and Bonding Requirements
Insurance / Bond Type Required Limits
1. ® Worker's Statutory Limits of Florida Statutes, Chapter 440 and all Federal Government
Compensation Statutory Limits and Requirements
2. ® Employer's Liability $100,000single limit per occurrence
3. ® Commercial General Bodily Injury and Property Damage
Liability (Occurrence Form)
patterned after the current $5,000,000 single limit per occurrence, $5,000,000 aggregate for Bodily Injury
ISO form Liability and Property Damage Liability. This shall include Premises and
Operations; Independent Contractors; Products and Completed Operations
and Contractual Liability.
4. ® Indemnification To the maximum extent permitted by Florida law, the
ContractorNendor /Consultant shall indemnify and hold harmless Collier
County, its officers and employees from any and all liabilities, damages,
losses and costs, including, but not limited to, reasonable attorneys' fees and
paralegals' fees, to the extent caused by the negligence, recklessness, or
intentionally wrongful conduct of the ContractorNendor /Consultant or anyone
employed or utilized by the ContractorNendor /Consultant in the performance
of this Agreement. This indemnification obligation shall not be construed to
negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence
of Collier County.
4. ❑ Automobile Liability $ Each Occurrence; Bodily Injury & Property Damage,
Owned /Non- owned /Hired; Automobile Included
5. ❑ Other insurance as ❑ Watercraft $ Per Occurrence
noted:
❑ United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
$ Per Occurrence
❑ Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
$ Per Occurrence
❑ Aircraft Liability coverage shall be carried in limits of not less than
$5,000,000 each occurrence if applicable to the completion of the Services
under this Agreement.
$ Per Occurrence
❑ Pollution $ Per Occurrence
❑ Professional Liability $ per claim and in
the aggregate
• $1,000,000 per claim and in the aggregate
• $2,000,000 per claim and in the aggregate
#13 -6060 29
EMS Medications
Packet Page -1459-
2/25/2014 16.E.10.
❑ Project Professional Liability $ Per Occurrence
❑ Valuable Papers Insurance $ Per Occurrence
6. ❑ Bid bond Shall be submitted with proposal response in the form of certified funds,
cashiers' check or an irrevocable letter of credit, a cash bond posted with the
County Clerk, or proposal bond in a sum equal to 5% of the cost proposal. All
checks shall be made payable to the Collier County Board of County
Commissioners on a bank or trust company located in the State of Florida and
insured by the Federal Deposit Insurance Corporation.
7. ❑ Performance and For projects in excess of $200,000, bonds shall be submitted with the
Payment Bonds executed contract by Proposers receiving award, and written for 100% of the
Contract award amount, the cost borne by the Proposer receiving an award.
The Performance and Payment Bonds shall be underwritten by a surety
authorized to do business in the State of Florida and otherwise acceptable to
Owner; provided, however, the surety shall be rated as "A -" or better as to
general policy holders rating and Class V or higher rating as to financial size
category and the amount required shall not exceed 5% of the reported policy
holders' surplus, all as reported in the most current Best Key Rating Guide,
published by A.M. Best Company, Inc. of 75 Fulton Street, New York, New
York 10038.
8. ® Vendor shall ensure that all subcontractors comply with the same insurance requirements that he is
required to meet. The same Vendor shall provide County with certificates of insurance meeting the
required insurance provisions.
9. ® Collier County must be named as "ADDITIONAL INSURED" on the Insurance Certificate for
Commercial General Liability where required.
10. ® The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board
of County Commissioners in Collier County, OR Collier County Government, OR Collier County. The
Certificates of Insurance must state the Contract Number, or Project Number, or specific Project
description, or must read: For any and all work performed on behalf of Collier County.
11. ® Thirty (30) Days Cancellation Notice required.
12. ® Product Liability $5,000,000 per claim and in the aggregate
Vendor's Insurance Statement
We understand the insurance requirements of these specifications and that the evidence of insurability may
be required within five (5) days of the award of this solicitation.
Name of Firm
Vendor Signature
Print Name
Insurance Agency
Agent Name
#13 -6060
EMS Medications
Packet Page -1460-
Date
Telephone Number
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Packet Page -1461-
2/25/2014 16.E.10.
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PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT (this "Agreement ") is made effective as of the _
day of 2014 (the "Effective Date "), by and between Cooperative Services of Florida,
Inc., a Florida corporation 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.
Packet Page -1462- CA
2/25/2014 16.E.10.
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.
ARTICLES: 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
61 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
Packet Page -1463-
2/25/2014 16.E.10.
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
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2/25/2014 16.E.10.
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
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2/25/2014 16.E.10.
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 Assnment. 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,
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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 parry. 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 SaFaseta -Cet afy 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written above.
ATTEST:
Dwight E. Brock, Clerk
Date:
Approved as to Form and Legality
LOD
Assistant County Attorney
Witness
Typed Name and Title
Witness
Typed Name and Title
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By:
Tom Henning, Chairman
Cooperative Services of Florida. Inc.
By:
Typed Name and Title
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EXHIBIT A
SPECIFIED PRODUCT CATEGORIES
(See attached)
1. Medical Surgical Supplies
2. Environmental Supplies
3. Office Supplies
4. Pharmaceuticals
D
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