HomeMy Public PortalAbout153-2016 - Fire - Physio - Control - Service and inspection of defibrillatorsAGREEMENT
THIS AGREEMENT made and entered into this d 9 day of J)ecem(oer , 2016, and
referred to as Contract No. 153-2016, by and between the City of Richmond, Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and Physio-Control, Inc., 11811 Willows Road NE, P.O. Box 97006,
Redmond, WA 89073-9706 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide technical service and inspection of defibrillators and
Physio monitor repair for the City of Richmond Fire Department.
A Request for Quotes dated October 18, 2016, has been made available for inspection by
Contractor, is on file in the office of the Fire Department, and is hereby incorporated by
reference and made a part of this Agreement. Contractor agrees to abide by the same.
The response of Contractor to said Request for Quotes is attached hereto as Exhibit A, which
Exhibit is dated October 24, 2016, consisting of three (3) pages, and is hereby incorporated by
reference and made a part of this Agreement. Contractor shall provide all equipment and
services listed on "Exhibit A."
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance and/or
warranties;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2);and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
Contract No. 153-2016
Page 1 of 6
SECTION III. COMPENSATION
City shall pay Contractor an installment sum not to exceed Four Thousand One Hundred
Seventy-six Dollars and Zero Cents ($4,176.80) per year for the three (3) year term, for a total
amount not to exceed Twelve Thousand Five Hundred Thirty Dollars and Forty Cents
($12,530.40) for complete and satisfactory performance of this Agreement.
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect for
a period of three (3) years commencing January 1, 2017, and ending December 31, 2019.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's conduct or
performance of this Agreement, either intentionally or negligently; provided, however, that
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
Page 2 of 6
of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this
Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set
forth below which may arise out of or result from the Contractor's operations under this
Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may
be held responsible.
Coverage
A. Worker's Compensation &
Disability Requirements
B. Employer's Liability
C. Comprehensive General Liability
Section 1. Bodily Injury
Section 2. Property Damage
D. Comprehensive Auto Liability
Section 1. Bodily Injury
Section 2. Property Damage
Limits
Statutory
$100,000
$1,000,000 each occurrence
$2,000,000 aggregate
$1,000,000 each occurrence
$1,000,000 each person
$1,000,000 each occurrence
$1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and
shall, before commencing work under this Agreement, provide the City a certificate of insurance,
or a certificate from the industrial board showing that the Contractor has complied with Indiana
Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and
therefore subject to another state's worker's compensation law, Contractor may choose to
comply with all provisions of its home state's worker's compensation law and provide the City
proof of such compliance in lieu of complying with the provisions of the Indiana Worker's
Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
Page 3 of 6
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
to the City its signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC
22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days
after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that
terminating this Agreement would be detrimental to the public interest or public property, the
City may allow this Agreement to remain in effect until the City procures a new contractor. If
this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the
Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in. writing of said
determination and shall give contractor ninety (90) days within which to respond to the written
notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In
the event the City determines during the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-
22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting
on behalf of Contractor or any sub -contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race, religion, color, sex,
disability, national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
l . That in the hiring of employees for the performance of work _ under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf of Contractor or any sub -contractor, shall not discriminate
by reason of race, religion, color, sex, national origin or ancestry against any
citizen of the State of Indiana who is qualified and available to perform the work
to which the employment relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor
or any sub -contractor shall in no manner discriminate against or intimidate any
Page 4 of 6
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or
agents of the same from all liability which may arise in the course of Contractor's performance
of its obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other parry, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with` the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any
previous discussion, negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
Page 5 of 6
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any parry by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
IC
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
Vicki Robinson, President
"CONTRACTOR"
PHYSIO-CONTROL, INC.
11811 Willows Road NE, P.O. Box 97006,
Redmond, WA 89073-9706
By.
By:
Printed:`f e-, S4a vj.!;
Ric and Foore, Member
By:
Anthony L otter, II6 Member
Date: DeC e(n ber o2 g , aZ)/ to
Date: (-I- 3C.>- L G
Title: ( 60 0 r d i n q �.
Date: "; Z 1 —11
Page 6 of 6
To
Physio-Control, Inc
11811 Willows Road NE
P.O. Box 97006
Redmond, WA 98073-9706 U.S.A.
www.physio-control.com
tel 800.442.1142
fax 800.732.0956
Ed Seban
Quote Number
00057338
RICHMOND FD
Revision #
Renewal
101 S 5TH ST
Created Date
10/24/2016
RICHMOND, IN 47374
(765) 983-7266
Sales Consultant
ZacharyFluhr
eseban(a_)richmondindiana.gov
623-377-6193
FOB
Redmond. WA
Terms
All quotes subject to credit approval and the
following terms and conditions
NET Terms
NET 30
Renewal of PB160331
Plan Coverage: 110112017-12/31/2019
Payable in ANNUAL Installments
15% discount on accessories and electrodes
Fax: 800-772-3340
Territory Code: EALL71
50999-000119 Zone3: (51 to 100Mi) or (82 to 161 Km)
LIFEPAK 12 Service - 3 YEAR.
LP12-OSCOMP-3
On -site Comprehensive Coverage.
LIFEPAK 15 Service - 3 YEAR.
LP15-OSCOMP-3-POS On -site Comprehensive Coverage. Annual
Payments.
Expiration Date 1/24/2017
3.00 200.00.
0.00
200.00 '
600.00
2.00 j 4,248.00 ;
-424.80
3,823.20 :
7,646.40
1.00 5,040.00 :;
j
-756.00
4,284.00 !
4,284.00
Subtotal
Estimated Tax
Estimated Shipping & Handling
Grand Total
List Price Total
Total Contract Discounts Amount
�^ Total Discount
Fit-
USD 12,530.40
USD 0.00
USD 0.00
USD 12,530.40
Pricing Summary Totals
USD 14.136.00
USD-756.00
USD-849.60
Trade In Discounts
Tax + S&H
USD 0.00
USD 0.00
GRAND TOTAL FOR THIS QUOTE
USD 12,530.40
PHYSIO-CONTROL, INC. REQUIRES WRITTEN VERIFICATION OF
THIS ORDER. A PURCHASE ORDER IS REQUIRED ON ALL
ORDERS $5,000 OR GREATER BEFORE APPLICABLE FREIGHT
AND TAXES. THE UNDERSIGNED IS AUTHORIZED TO ACCEPT
THIS ORDER IN ACCORDANCE WITH THE TERMS AND PRICES
DENOTED HEREIN.
Reference Number JS/21491602/105603
CUSTOMER APPROVAL (AUTHORIZED SIGNATURE)
NAME
TITLE
DATE
General Termsforall Products Servicesand Subscriptions.
Physio-Control, Inc. Cprlyseo-) accepts Buyer's order expressly conditioned on Buyers asstxrt to the terms set finrth in this
document Buyer's order and acceptance of any portion of the goods, services or subscriptions shall confirm Buyer's acceptance of
these terms. Unless specified otherwise herein, these terms constitute the complete agreement between the parties. Amendments
to this document shall be in writing and no prior or subsequent acceptance by Seller of any purchase order, acknowledgment, or
other document from Buyer s p ecifiei ng d i ferent an dlor ad ditional terms shall be effective un less s i gned by both parties.
Pricing. Prices do not include freight insurance, freight forwarding fees, taxes, duties, import or export permit fees, or any other
similar charge of any kind applicable to the goods and services. Sales or use taxes on domestic (USA) deliveries will be invoiced in
addition to the price of the goods and services unless Physic, receives a copy of a valid exemption certificate prior to delivery.
Discounts may not be co m bined with others pecial terms, discounts. and/orpromotions.
Paymera. Payment for goods and services shah be subtiect to approval of credit by Physic. Unless otherwise specified by Physio in
writing, the entire payment of an invoice is due thirty (30) days after the invoice date for deliveries in the USA, and sight draft or
acceptable (corfr rm ed) irrevocable I ever of credit is required for sales outside th a USA -
Min irn urn Order Qua ntfty. Physio reserviesthe rightto charge a servicefee for any order less than S200.00.
Patent Indemntty. Physio shall indemnify Buyer and hold it harmless from and against all demands, claims, damages, losses, and
expenses, arising out of or resulting, from any action by a third party against Buyer that is based on any claim that the services
infringe a United States patent, copyright, or trademark, or violate a trade secret or arty other proprietary right of any person or
entity. EJ33CLjq_�, indemnification obligations hereunder will be subject to () receiving prompt written notice of the existence of any
claim; (i) bang able to. at its option, control the defense and settlement ofsudh claim (provided that, Wthout obtaining the prior
written consent of Buyer, Physic, will enter into no settlement involving the admission of wrongdoing); and (il) receiving full
cooperation of Buyer i n the defense of any clai rn
Limitation of interest. Through the purchase of Rtysio products. services, or subscriptions, Buyer does not acquire any interest in
arty tooling, drawings, design information, computer programming, patents or copyrighted or confidential information related to said
products or services, and Buyer expressy agrees not to reverse engineer or decomple such products or related software and
information.
Delays. Physic will not be liable for any loss or damage of any kind due to its failure to perform or delays in its performance
resulting from an event beyond its reasonable control, including butnot limited to, acts of God, labor disputes, the requirements of
any governmental authority, war, cavil unrest, terrorist acts, delays in manufacture, obtaining any required license or permit, and
Phys i o i nabi flly to obtain goods from its usual sources.
Limed Warranty. Physio warrants its products and services in accordance with the terms of the limited warranties located at
htir)-/Nvwwohvsio-control.comlDocuments/. The remedies provided under such warranties shall be Buyers sole and exouswe
remedies. Physic, makes no other warranties. express or implied. including, without limitation, NO WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL PHYSto BE LIABLE FOR
INCIDENTAL, CONSEQUENTIAL, SPECIAL O R OTH ER DAMAGES.
Compliance with Confidentiality Laws. Both parties acknowledge their respective obligations to maintain the security and
confidentiality ofindividually identifiable health information and agree to comply with applicable federal and state health information
co nfiderttia@y laws.
Compliance with Law. The parties agree to comply with any and all laws, nies. regulations, licensing requirements or standards
that are now or hereafter promulgated by any local, state, and federal governmental authorityfagency or accreditingfadmiirstrative
body that governs o rap plc es to their respective duties and obligations hereunder.
Regulatory Requirement far Access to Information. In the event 42 USC § 139_5c(vX1)(I) is applicable, Physio shall make
avalable to the Secretary of the United States Department of Health and Human Services, the Comptroller General of the United
States General Accounting Office, or any of their duly authorized representatives, a ropy ofthese terms, such books, documents
and records as are necessary to certifyth a nature and extent of the costs of the products an d s ervicies provided by Physio.
No Debarment Physic, represents and warrants that it and its directors, officers, and employees () are not excluded, debarred, or
otherwise ineligible to participate in fie Federal health care programs as defined in 42 USG § 1320a-7b(f); (n) have not been
convicted of a criminal offense related to the provision of healthcare items or services; and (l) are not under investigation which
may result i n Physio being exd W ed from participation in such programs.
Choice of Law. The rights and obligations of Physio and Buyer related to the purchase and sale of products and services
described in this document shall be governed by the laves ofthe state where Buyer is located. All costs and expenses incurred by
the preeviefling party related to enforcement of its rights under this docuanent, including reasonable attorney's fees, shalt be
reimbursed by the other party.
Additional Terms for Purchase and Sale of Service Plana.
In add ition to the General Terms a bo ve,, th a fo l o ving terms ap plyto all Ph ys io S ery ice PI ans.
Service Plans. Physio shall provide services according to the applicable Service Plan purchased by Buyer and described at
htto:/Nnvw.vhvsio-ooritrol.com/ServicePmdrams.asox for the length of the subscription purchased and for the devices specified as
covered by th a Sery ice Plan (`Covered Equi pmenM
Pricing. If the number or configuration of Covered Equipment changes during the Service Plan subscription, Pricing shall be pro-
rated accordingly. For Preventative Maintenance. Inspection Only, Comprehensive, and Repair & Inspect Service Rans, Buyer is
responsible to pay for preventative maintenance and irispautions that have been performed since the last anniversary of the
subscription start date and such s ervices stall n of be pro -rated.
Device Inspection Before Acceptance. All devices that are not covered under Ektys.jg3 Limited Warranty or a current Service
Pian must be Inspected and repaired (if necessary) to meet specifications at them -current list prices prior io being covered under a
Service Plan.
Unavailability of Covered Equipment If Covered Equipment is not made available at a scheduled service visit, Buyer is
responsible to reschedule with the Physio Service Tecthnician, orship-in the Equipment to a Physio service depot. Physic, reserves
the right to charge Buyer a surcharge for a return visit. Surcharges will be based on then current Physic, list price of desired
services, less 10% for labor and 15% for pads, pits applicable travel costs. The return visit surcharge vAtl be in addition to the
subscription price of the Service Plan. To avoid the surcharge, Buys may ship devices to a Physic service depot. Buyer shall be
res p o rtsibi a for round-trip freight fo r s hip -in s ervi ce.
Unscheduled or Uncovered Services- If Buyer requests services to be psformed on Covered Equipment which are not cowed
by a Service Pan, or are outside of designated Services frequency or hours, Physio-Control will charge Buyer for such services at
10% of Physio-Controls standard rates (including Overtime, if appropriate) and applicable travel charges. Repair parts required for
such repaaswill be made availableat 15% offth a then -current list price.
Loaners. tfCwerad Equipment must be removed from service to complete repairs, Physic, will provide Buyer with a loaner device,
if one is available. Buyer assumes complete responsibility for the loaner and shall return the loaner to Physic in the same condition
as received. normalwear and tear exempted, uponthe earGerofthe return ofth a removed Covered Equipment or Rb-zstR,f request.
Cancellation. Buyer may cancel a Service Pimp upon sixty (60) days' written notice to Physio. In the dent of such cancellation,
Buyer sham be responsible for the portion of the designated price which corresponds to the portion of the Service Plan subscription
prior to the effective date of termination and the list -price cost of any preventative maintenance, inspections. or repairs rendered
after th a last an n iversaryd ate of th a subs cription start date.
No Solictation. During the Service Plan subscription and for one (1) year following its expiration Buyer agrees to not to actively
and i ntentionallys odicit anyone who is employed by Physio to provide services such as those described in the Service Plan.
Quote Number: 00057338