HomeMy Public PortalAbout029-2014 - Physio Control - Replaces Contract No. 170-2013AGREEMENT
THIS AGREEMENT made and entered into this l day of f"1 2014, and
referred to as Contract No. 29-2014, by and between the City 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, Redmond, WA
89058 (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 22, 2014, 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 November 4, 2014, consisting of five (5) 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. 29-2014
Page 1 of 6
SECTION III. COMPENSATION
City shall pay Contractor a sum not to exceed Two Thousand Three Hundred Fifty Dollars and
Zero Cents ($2,350.00) per year for a total amount not to exceed Seven Thousand Fifty Dollars
and Zero Cents ($7,050.00) for the three (3) year term 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, 2014 and ending December 31, 2017.
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 occurrence
$1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$1,000,000 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 VH. 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
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
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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:
1. 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 party, 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 party 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.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
By:
Vicki Robinson, President
By: J -tv-crtj_
Richard Foore, Member
By: if), I —
thony L. Tosr, II, ber
Date:
APPROVED:
Sarah L. Hutton, Mayor
Date: -11,Wl cl
"CONTRACTOR"
PHYSIO-CONTROL, INC.
11811 Willows Road NE
Redmond, WA 98052
Printed:�b
Title: Y c l s4
Date:' o v
Page 6 of 6
EXHIBIT _� PAGE __LOF S
TECHNICAL SERVICE SUPPORT AGREEMENT
Contract Number:
End User # 21491602
RICHMOND FD
101 S 5TH ST
RICHMOND, IN 47374
Bill To # 21491602
RICHMOND FD
101 S 5TH ST
RICHMOND, IN 47374
This Technical Service Support Agreement begins on 12/1/2013 and expires on 11/30/2016.
The designated Covered Equipment and/or Software is listed on Schedule A. This Technical Service Agreement
is subject to the Terms and Conditions on the reverse side of this document and any Schedule B, if attached.
If any Data Management Support and Upgrade Service is included on Schedule A then this Technical Service
Support Agreement is also subject to Physio-Control's Data Management Support and Upgrade
Service Terms and Conditions, rev 7/99-1.
Price of coverage specified on Schedule A is $7,050.00 per term, payable in Annual installments.
Special Terms
15% DISCOUNT ON ACCESSORIES
15% DISCOUNT ON ALL ELECTRODES
Accepted: Physio-Control, Inc. Customer:
By: By:
Title: Print:
Date: Title:
Date:
Purchase Order Number:
Territory Rep: EALL71 Customer Contact:
Zachary Fluhr Tim Brown
Phone: Phone: 765-983-7335
FAX: 800-772-3340 FAX:
Reference Number: L71-2449 New
Printed: 11/4/2013 Page 1 of 5
FXi IBIT h PAGE
TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS
Customers signature or purchase order referencing this Technical Service Support Agreement are required prior to Physio-Control's
acceptance of this Agreement. This Agreement covers only the equipment listed on Schedule A ("Covered Equipment"). These terms
constitute the complete agreement between the parties and they shall govern over any other documents. These terms may not be
revised in any manner without the prior written consent of Physio-Control.
SERVICES. The services provided under this Agreement are set forth on Schedule A. Physio-Control strives to return service calls
within two (2) hours, and strives to resolve service issues within twenty-four (24) hours. Following service, Physio-Control will provide
Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended for
replacement. The following services are available:
"Repair Only Service" means repairs, Battery Replacement Service, parts and labor necessary to restore Covered Equipment to
original specifications, subject to Exclusions.
"Inspection Only Service" means inspections of Covered Equipment to verify proper device calibration, mechanical operations
and output measurements, electrical safety check in accordance with National Fire Protection Association (NFPA) guidelines and
labor, subject to Exclusions.
"Repair and Inspect Service" means repairs, Battery Replacement Service, parts and labor necessary to restore Covered
Equipment to original specifications, and inspections to verify proper device calibration, mechanical operations and output
measurements, electrical safety check in accordance with NFPA guidelines and Updates (as set forth below), subject to
Exclusions.
"Battery Replacement Service" means replacement of batteries on a one -for -one, like -for -like basis, up to the number of batteries
and/or devices listed in Schedule A. Only batteries manufactured or distributed by Physio-Control are eligible for replacement.
Battery replacement is available upon Customer notification to Physio-Control of the occurrence of.
(i) Battery failure as determined by Customer's performance testing and evaluation in accordance with the applicable
Operating Instructions; or
(ii) The end of the useful life of the battery as set forth in the applicable Operating Instructions
At the discretion of Physio-Control, battery replacement shall be effected by shipment to Customer and replacement by
Customer, or by on -site delivery and replacement by a Physio-Control Service Technician. Upon Customer's receipt of a
replacement battery, the battery being replaced shall become the property of Physio-Control, and Customer must return the
battery being replaced to Physio-Control for proper disposal. In the event that Physio-Control does not receive the battery,
Customer will be charged at the then -current rate for the replacement battery.
"On -Site Service" means that a Physio-Control factory -trained technician will provide service at Customer's location. Services
will be performed between 8:00am and 5:00pm local time, Monday through Friday, excluding holidays. Customer is to ensure
Covered Equipment is available for service at scheduled times. Some service may not be completed On -Site. Physio-Control
will cover travel and/or round-trip freight for Covered Equipment that must be sent to our designated service facility for repair.
"24-hour On -Site Service" means that a Physio-Control factory -trained technician will provide service at Customer's location at
any time, except on the holidays listed above. Customer is to ensure Covered Equipment is available for service at scheduled
times. Some service may not be completed On -Site. Physio-Control will cover travel and/or round-trip freight for Covered
Equipment that must be sent to our designated service facility for repair.
"Ship -in Service" means that service will be performed at Physio-Control's designated service facility. Physio-Control will cover
round-trip freight for Covered Equipment that is sent to our designated service facility for repair.
If Covered Equipment is not available as scheduled or Customer requests services or goods not covered by this Agreement or outside
of designated service frequency or hours, Physio-Control will charge Customer at Physio-Control's standard labor rates less 10%
(including overtime, if appropriate) and applicable travel costs. Parts required for such repairs will be made available at 15% off the
then -current list price.
EXCLUSIONS. Unless otherwise specified, this Agreement does not include:
• supply or repair of accessories or disposables
• repair of damage caused by misuse, abuse, abnormal operating conditions, use of batteries or other products not distributed
by Physio-Control, operator errors, or acts of God
• case changes
• repair or replacement of items not originally distributed or installed by Physio-Control
• Upgrades and installation of Upgrades
• battery maintenance, performance testing, evaluation, removal and recycling
Reference Number: L71-2449 New
Printed: 11/4/2013 Page 2 of 5
EXHIBIT PAGE _OF S
LOANERS. If Covered Equipment must be removed from service to complete repairs, Physio-Control will provide Customer with a
loaner device, if one is available, until the Covered Equipment is returned. Customer assumes complete responsibility for the loaner
and shall return the loaner at Customer's expense to Physio-Control in the same condition as received, upon the earlier of the return
of the removed Covered Equipment or Physio-Control's request.
UPDATES. "Update" means a change to a device to enhance its current features, stability, or'software. If Repair and Inspect Service
is designated for Covered Equipment on Schedule A, Physio-Control will install Updates at no additional cost, provided such Updates
are installed at the time of regularly scheduled service. If parts must be replaced to accommodate installation of new software, such
parts may be purchased at a rate of 30% less than the then -current list price. Updates installed on Covered Equipment designated as
Repair Only Service, Inspect Only Service, or at a time other than regularly scheduled Repair and Inspect Service will be billed on a
separate invoice at the then -current list price less 20%.
UPGRADES. "Upgrade" means a major, standalone version of software or the addition of features or capabilities to a device.
Upgrades must be purchased separately, and are not provided under this Agreement. Upgrades are available at a rate of 17% less
than the then -current list price.
PRICING. Pricing is set forth on the front page of this Agreement. Prices do not include taxes. Sales, service or use taxes will be
invoiced in addition to the price of the goods and services covered by this Agreement unless Physio-Control receives a copy of a valid
exemption certificate. If the number or configuration of Covered Equipment changes during the Term, pricing shall be pro -rated
accordingly. For Inspection Only Service and Repair and Inspect Service, no pricing deduction will be made for removal of Covered
Equipment if an inspection has already been performed during the Term. Discounts will not be combined with other special terms,
discounts, and/or promotions.
PAYMENT. Payment is due within thirty (30) days of invoice date.
WARRANTY. Physio-Control warrants services performed under this Agreement and replacement parts provided in performing such
services against defects in material and workmanship for ninety (90) days from the date a service was performed or a part was
provided. Customer's sole remedy shall be reservicing the affected unit and/or replacement of any part determined to be defective,
without additional charge, provided Customer notifies Physio-Control of any allegedly defective condition within ten (10) calendar days
of its discovery by Customer. Physio-Control 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
PHYSIO-CONTROL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES.
TERM. The initial Term is set forth on the front page of this Agreement. This Agreement shall automatically renew unless terminated
by either party with written notice thirty (30) days prior to the expiration of the then -current term. Prices are subject to change upon
renewal.
TERMINATION. Either party may terminate this Agreement for material breach by the other party by providing thirty (30) days' written
notice to the other party, and provided such breach is not cured within the notice period. In addition, either party may terminate this
Agreement at any time upon sixty (60) days' prior written notice to the other party. In the event of such early termination, Customer
shall be responsible for the portion of the designated price which corresponds to the portion of the Term prior to the effective date of
termination and the cost of any services rendered during the Term.
DELAYS. Physio-Control 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 any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes, labor shortages, the
requirements of any governmental authority, war, civil unrest, delays in manufacture, obtaining any required license or permit, and
Physio-Control's inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of Physio-Control's
obligations and the performance dates shall be extended for the length of such delay.
DEVICE INSPECTION BEFORE ACCEPTANCE. All devices that are not under Physio-Control Limited Warranty or a current
Technical Service Support Agreement must be inspected and repaired (if necessary) to meet original specifications at then -current list
prices prior to being covered under a Technical Service Support Agreement.
MISCELLANEOUS. (a) Customer agrees to not employ or offer employment to anyone performing services on Physio-Control's
behalf during the Term of this Agreement or for one (1) year following its expiration without Physio-Control's prior written consent; (b)
this Agreement, and any related obligation of other party, may not be assigned in whole or in part without the prior written consent of
the other party; (c) this Agreement shall be governed by the laws of the State in which the service is provided; (d) all costs and
expenses incurred by the prevailing party related to the enforcement of its rights under this Agreement, including reasonable
attorney's fees, shall be reimbursed by the other party.
Reference Number: L71-2449 New
Printed: 11/4/2013 Page 3 of 5
EXHIBIT k PAGE '-A OF S I
Contract Number:
Servicing Rep:
District:
Phone:
FAX:
Equipment Location
Scope Of Service
PHYSIO-CONTROL, INC.
TECBMCAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Zachary Fluhr, EALL71
CENTRAL
800-772-3340
RICHMOND FD, 21491602
101 S 5TH ST
RICHMOND, IN 47374
On Site Repair and 1 On Site Inspection per Year:M-F/8-5
Ref.
Effective
Expiration
Total
Model Part Number Serial Number Line
Date
Date
Inspections
LIFEPAKO12 VLP12-02-005985 33883610 1
12/1M13
11/30/2D16
3
LIFEPAK® 12 VLP12-02-005985 33887662 2
12/1/2013
11/30/2016
3
" Denotes an inventory line that has changed since the last contract revision or addendum.
Reference Number: L71-2449 New
Printed: 11/4/2013 Page 4 of 5
EXHIBIT PAGE (�, OF
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAK® 12 Defibrillator/Monitor Repair Service includes:
•0 Standard detachable hard paddle repairs.
• 0 Power Adapter repair/replacement.
•OReplacement of failed internal coin cell batteries.
•OPreventative replacement of internal coin cell batteries up to the number of coin cell batteries listed in the Additional Items
section of Schedule A according to Physio-Control service specifications.
•OBattery Coverage
• ❑Replacement of four (4) Physio-Control FASTPAK®, FASTPAK 2, LIFEPAK SLA, LIFEPAK NiCd Battery every two
years, or upon battery failure;
OR
•❑Replacement of three (3) LIFEPAK Li -ion Batteries every two years, or upon battery failure.
Reference Number: L71-2449 New
Printed: 11/4/2013 Page 5 of 5