Resolution No. 2010-022RESOLUTION NO. 2010-22
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SERVICES AGREEMENT WITH PHYSIO-CONTROL, INC., IN
CONNECTION WITH ON -SITE REPAIR AND ANNUAL ON -SITE
INSPECTION OF THE LIFEPAK 12 DEFIBRILLATOR/MONITOR
EQUIPMENT
WHEREAS, the City of Vernon ("City") requires the services
of a vendor to perform on -site repair and annual on -site inspection
services on Lifepak 12 defibrillator/monitor equipment and Battery
Support System 2 (the "Equipment"), which Equipment is located at
Vernon Fire Station 41 in the City; and
WHEREAS, the Fire Chief has determined that Physio-Control,
Inc. ("Physio-Control") is qualified and capable of providing the
services necessary to perform the on -site repair and inspection of the
Equipment (collectively, the "Services") because Physio-Control
furnished the grant -funded Equipment and is best suited to service the
same as it has been developing technologies and designing_ devices for
more then 50 years for first response professionals and clinical care
providers and is a global leader in external defibrillators; and
WHEREAS, by memo dated February 1, 2010, the Director of
Business Services recommends the City enter into an agreement setting
forth the terms and conditions under which Physio-Control will perform
the Services; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (b)(1) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into an agreement with Physio-Control to provide
the specialized Services required for the Equipment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon does
hereby find and determine that the recitals contained hereinabove are
true and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Services Agreement with Physio-Control for the
performance of the Services ("Agreement"), a copy of which is attached
hereto as Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute the Agreement for,
and on behalf of, the City of Vernon and the City Clerk, or Deputy
City Clerk, is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
action is deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or her.designee, to send the fully executed
Agreement to:
Physio-Control, Inc.
Attn.: William Richardson, Territory Sales Representative
11811 Willows Road NE
Redmond, WA 98052
/ 1 /
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SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 8th day of February, 2010.
ATTE T:
MANUELA GIRON, ity tlerk
Name: Hilario Gonzales
Title: Mayor / 1"'I-�
- 3 -
STATE OF CALIFORNIA )
ss
COUNTY OF LOS ANGELES ),
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 2010-22,
was duly passed, approved and adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on Monday,
February 8, 2010, and thereafter was duly signed by the Mayor or Mayor
Pro-Tem of the City of Vernon.
Executed this OYIT day of February, 2010, at Vernon, California.
ANUELA GIRO , ity Clerk
(SEAL)
4 -
EXHIBIT A
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND PHYSIO-
CONTROL, INC. FOR ON -SITE REPAIR AND ANNUAL ON -SITE INSPECTION OF
THE LIFEPAK 12
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
Records Retention Period
12720-0001\1 1 92313v6.doc
COVER PAGE
PHYSIO-CONTROL, INC
WILLIAM RICHARDSON
PHYSIO-CONTROL, INC
11811 WILLOWS ROAD NE
REDMOND, WA 98052
Attention: WILLIAM RICHARDSON,
TERRITORY SALES REPRESENTATIVE
Phone: 800-442-1142, EXT. 2751
Facsimile: 800-772-3340
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Donal O'Callaghan,
City Administrator
Telephone: (323) 583-8811 ext. 561
Facsimile: (323) 826-1408
DECEMBER 26, 2009
DECEMBER 25, 2012, unless extended
pursuant to Section 1
As described in Exhibit B
7 years
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND PHYSIO-
CONTROL, INC FOR ON -SITE REPAIR AND ANNUAL ON -SITE INSPECTION OF
THE LIFEPAK 12
THIS AGREEMENT is made and entered into as of , 2010 ("Effective Date"), by and
between the City of Vernon, a California charter City and California municipal corporation
("City"), and PHYSIO-CONTROL, INC, a Washington corporation ("Contractor"). City and
Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have certain services provided, including on -site repair and
annual on -site inspection of the Lifepak12, as more fully set forth in the Scope of Services,
attached hereto and incorporated herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality under similar circumstances and in a manner reasonably satisfactory to
City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
12720-0001\1192313v6.doc 2
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this paragraph.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses.
Section 4. Method of Payment. City shall pay Contractor the Consideration in
accordance with the method and schedule of payment set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing the services under this Agreement shall have all
the necessary technical expertise, permits, professional licenses, certificates, training, and other
qualifications required by this Agreement or other applicable laws. Contractor shall provide City
with said permits, licenses, and certificates at the request of City.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license.
Section 8. Access, Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
12720-0001\1192313v6.doc 3
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 9. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 10. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at anytime or in any manner represent that it or any of its.
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
Section 11. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
12720-0001\1192313v6.doc 4
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below,
to. City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 12. Limitation of City's Liability. City's liability on.any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 13. Confidential Status: Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, _floor plans,
designs, maps, surveys, drawings, models, reports, logs, documents, materials or other
information developed or created by Contractor, received by Contractor, or provided to
Contractor for the performance of this Agreement ("Confidential Information") are deemed
confidential and shall not be disclosed by Contractor to any third party without City's prior written
consent. City shall grant consent if disclosure is legally required. All Confidential Information
shall be returned to City upon the termination of this Agreement. Contractor's covenant under
this section shall survive the termination of this Agreement. City may disclose to third parties
any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to .disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 14. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
12720-000111192313v6.doc 5
right to examine and audit the same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 15, Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 16. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability arising out of or attributable to the acts or omissions of
Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result
from, or are in any way related to the performance or non-performance of this Agreement,
excepting only liability arising out of the sole negligence or willful misconduct of City, its officers,
officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT.
Section 17. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor in performing the services required by this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation as required by law.
(d) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Best's Insurance Guide.
(e) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(f) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required
12720-0001\1192313v6.doc 6
amounts. Contractor shall, prior to commencement of work under this Agreement, file with the
Risk Manager, such certificate or certificates. The policies of insurance required by this
Agreement shall contain an endorsement naming the City as additional insured. All of the
policies. required under this Agreement shall contain an endorsement providing that the policies
cannot be canceled or reduced except on thirty (30) days prior written notice to City, and
specifically stating that the coverage contained in the policies affords insurance pursuant to the
terms and conditions as set forth in this Agreement.
(g) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City.
(h) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce. or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 18. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void.
Section 19. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
written reasons for their decision. The arbitration decision shall be final and binding on the
Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of
arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction
and venue under this Agreement shall be the Superior Court of California, Los Angeles County.
Section 20. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained,
Section 21. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section 22. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire agreement and
understanding between City, and any negotiation, proposals or oral agreements are intended to
be integrated herein and to be superseded by this Agreement. This Agreement may only be
modified by a writing signed by both Parties.
12720-0001\11923130.doc 7
Section 23, Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
Section 24. Force Maieure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all reasonable
dispatch.
Section 25. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
Section 26. Notices, All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City' or "Notice Information — Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 27. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 28. Headings. Headings used in this Agreement are for convenience
reference only and shall not affect the interpretation of the Agreement.
Section 29. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 30. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If.any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 31. Authority To Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
12720-0001\1192313v6.doc 8
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City
and California municipal corporation
By:
HILARIO GONZALES
Mayor
ATTEST:
MANUE,LA GIRON, City Clerk
APPROVED AS TO FORM
LAURENCE S. WIENER, City Attorney
Physio-Control, Inc, a Washington
corporation
Title
12720-0001\1192313v6,doe 9
EXHIBIT A
SCOPE OF SERVICES
1. Equipment Location
"Equipment Location" shall mean the following location at which the equipment referred to in
Exhibit A, Section 2 below is located:
VERNON FIRE DEPARTMENT
FIRE STATION #1
3375 FRUITLAND AVENUE
VERNON, CA 90058
2. Inspection and Repair Services
(a) "Covered Equipment" shall mean the equipment listed in 2(e) and 2(f) below.
(b) "Repair" services, subject to the Exclusions identified below, shall include, for the
designated Covered Equipment, all repair parts and materials required as well as
LIFEPAK 12 upgrade installed by Contractor's technical services representative, all
required Contractor service technician labor, and all related travel expenses. For
offsite (ship -in) services, units will be returned to City by Contractor freight prepaid.
(c) "Inspection" services, subject to the Exclusions identified below, shall include, for the
designated Covered Equipment, verification of proper instrument calibration,
verification that instrument mechanical operations and output measurements are
consistent with applicable product specifications, performance of an electrical safety
check in accordance with National Fire and Protection Guidelines, all required
Contractor service technician labor and all related travel expenses. For offsite (ship -
in) services, units will be returned to City by Contractor freight prepaid.
(d) Exclusions: This Agreement does not include (i) supply or repair of accessories or
disposables listed below; (ii) repair of damage caused by misuse, abuse, abnormal
operating conditions, operator errors, and/or acts of God; (iii) repairs to return an
instrument to normal operating equipment at the time of initial service by Contractor
under this Agreement; (iv) case changes; (v) repair or replacement of items not
originally distributed or installed by Contractor (collectively, "Exclusions"). Excluded
accessories or disposables are as follows:
• Internal, sterilizable and pediatric paddles
• Sp02 sensors and cables, Communication cables, Therapy cables, Patient
cables, PCMCIA modems, recorder paper
• AC Power Adapter
• DC Power Adapter
12720-0001\1192313v6.doc 10
(e) Contractor shall perform (i) on -site Repair at the Equipment Location and (ii) one (1)
on -site Inspection per year at the Equipment Location for the following Covered
Equipment
Model _ Part # Serial # Effective Date Expiration Date Total Inspections
LIFEPAK 12* VLP12-02-005985 35189920 12/26/2009 12/25/2012
LIFEPAK 12* VLP12-02-007228 36035670 12/26/2009 12/25/2012
* Includes standard detectable hard paddle repairs.
(f) Contractor shall perform on -site repair at the Equipment Location for the following
Covered Equipment:
Model Part # Serial # Effective Date Expiration Date Total Inspections
Battery Support System 2 VBSS2-02-000009 35186852 12/26/2009 12/25/2012
(g) , Documentation: Following each Repair and/or Inspection, Contractor will provide
City with a written report of actions taken or recommended and identification of any
materials replaced or recommended for replacement.
(h) Loaners: If a Contractor product is designated as a unit of Covered Equipment for
Repair services and needs to be removed from service to complete repairs, an
appropriate Loaner unit will be provided, if available, until the removed unit is
returned. City assumes complete responsibility for the Loaner and shall return the
Loaner to Contractor in the same condition as received, at City's expense, upon the
earlier of the return of the removed unit or Contractor's request.
3. Batteries: Contractor's FASTPAK, FASTPAK 2, LIFEPAK SLA, and LIFEPAK NiCd Battery
(a) Annual LIFEPAK 12 inspections include battery maintenance, performance testing,
and evaluation.
(b) Contractor shall remove, recycle and replace batteries on a one -for -one basis, up to
the number of Covered Equipment, upon the earlier of.either (i) reported battery
failure as determined by the City's performance testing and evaluation in accordance
with the LIFEPAK 12 Operating Instructions section entitled Discarding/Recycling
Batteries, or (ii) upon completion of the second year of use.
(c) Replacement Battery Pack shall be like for like, i.e. FASTPAK for FASTPAK,
FASTPAK 2 for FASTPAK 2, LIFEPAK SLA for LIFEPAK SLA and LIFEPAK NiCd for
LIFEPAK NiCd, etc.
(d) Batteries shall be replaced up to four times per two year period per device.
(e) Battery replacement is dependent upon City's notice to Contractor of the existence of
either of the conditions referenced in (3)(b)(i) and (3)(b)(ii) above. At the discretion
of Contractor, battery replacement shall be effected by shipment to the City of
12720-0001\1192313v6.doc 11
Vernon and replacement by the City, or by on -site delivery and replacement by
Contractor's Service Technician.
(f) Upon the City's receipt of the replacement battery, the affected battery referenced
above shall become the property of Contractor, and must be returned to Contractor
for proper disposal. In the event that Contractor does not receive the affected
battery referenced above, the City will be charged at the then current rate for the
replacement battery.
(g) Only batteries manufactured by Contractor are covered under this Agreement.
Batteries not manufactured by Contractor are expressly excluded from coverage
under this Agreement. Contractor does not guarantee the operation, safety, and/or
performance of Contractor's product when operating with a battery not manufactured
by Contractor. Repairs and inspections performed under this Agreement meet
original equipment manufacturer's product specifications only when operating with a
battery manufactured by Contractor.
(h) Contractor will replace the internal coin cell battery for the units listed in Exhibit A,
Section 2, above. It is the City's responsibility to request such coin cell battery
replacement, gather in a single location the devices that will receive such battery
replacement, and to provide to Contractor's Technical Services Representative
access to those devices.
4. Scheduling
(a) The Inspection and Repairs will be scheduled at the mutual agreement of City and
Contractor between 8:00 a.m. and 5:00 p.m., Monday through Thursday, excluding
City holidays ("Designated Service Hours").
(b) Designated Repair and Inspection services will be performed at the designated
service frequency and during Designated Service Hours except where service
technicians are rendered unavailable due to mandatory training commitments, in
which case Contractor will provide alternate coverage. City is to ensure Covered
Equipment is available for Repair and/or Inspection at scheduled times mutually
agreed upon.
5. Warranty
Contractor warrants all replacement parts, materials and services furnished under this
Agreement to be free from defects in their design, materials, workmanship, and title, and to
conform strictly to any specifications, drawings, samples, or other inspection of the products,
materials or services for a period of ninety (90) days from the date that the performance of the
particular item of service is completed under this Agreement, except that new and factory
remanufactured battery charging systems, power adapters, and all other batteries and battery
packs (not including the CHARGE-PAK Charging Unit (external system) for LIFEPAK CR Plus
defibrillator) shall be warranted for a period of one (1) year from the date of delivery to the City.
Contractor warrants that title to the products purchased under this Agreement will pass to the
City upon delivery to City premises, free and clear of all liens, claims, security interest or
encumbrances, and that no seller of any equipment or any portion thereof will retain an interest
therein or an encumbrance thereon. Contractor makes no other warranties, express or implied,
12720-0001\1192313v6.doc 12
including, without limitation, no warranty of merchantability or fitness for a particular purpose,
and in no event shall Contractor be liable for incidental, consequential, special or other
damages.
6. Additional Services
The Parties agree that any additional services on the equipment listed in Section 2 of Exhibit A
that is outside the above -described Scope of Services shall be subject to the terms of this
Agreement; provided, however, such additional work must be agreed upon in a writing signed
by both Parties, and additional consideration shall be paid by the City if the product, materials or
service are not covered by warranty. Such additional compensation shall be paid for non -
warranty work done, on a time and materials basis, at a rate and cost agreed upon in writing by
the Parties, pursuant to any rates or discounts provided in Exhibit B for such additional product,
materials or services.
12720-0001\1192313v6.doc 13
EXHIBIT 6
FLAT FEE
1. Consideration
Contractor shall be paid $2045.00 per service period to perform all Services described in Exhibit
A. The initial service period shall begin on the Commencement Date and run for twelve (12)
consecutive months from that date. Each subsequent service period shall run for twelve (12)
consecutive months from the end of the prior service period, Unless extended pursuant to the
terms of the Agreement, there are three service periods covered by this Agreement.
2. Schedule of Payments
Contractor shall invoice City annually at the beginning of the service period for Services
provided under this Agreement, and the invoice shall include the service period for which the
Services will be provided.
Any additional parts and services approved in writing by the City shall be invoiced within thirty
(30) days after performance of the service. Any such invoices shall include the period for which
the Services were provided, the dates of such Services, and a description of the Services
provided for that billing period.
Payments of each invoice shall be made by City within (30) days following receipt of each
invoice as to all non -disputed fees. If City disputes any of the Contractor's fees, it shall give
written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any
amounts in dispute shall be withheld until resolution.
3. Charges for Additional Services
Unless "no additional cost" is indicated below, the following additional parts and services shall
be charged at the rates indicated below:
(a) LIFEPAK12 Software Updates: Contractor's Technical Services Representative
shall install LIFEPAK12 software updates at no additional cost, provided it is
installed at the time of a regularly scheduled inspection. Software updates, when
installed at a time other than the regularly scheduled inspection, will be billed at
the rate of $205.00 per unit per software update.
Where an assembly, i.e. printed circuit board, must be replaced to accommodate
installation of new software, Contractor shall charge City at a rate of 50% less
than the then current list price if City elects in writing to have the assembly
replaced.
Dependent upon availability of the City's software loading tool, and at the City's
request, Contractor's Technical Services Representative shall provide the City
access to software loading tool at no additional cost.
12720-0001\1192313v6.doc 14
(b) Additional Batteries: Any battery replacements in excess of four times per two
year period per device, and any covered battery replacement for which City does
not return the used battery as specified in Exhibit A, will be billed for parts and
labor, including actual travel costs incurred.
(c) Repairs Due to Batteries: Any repairs, as determined by a Contractor Service
Representative, resulting from the use of a battery. not manufactured by
Contractor, will be billed at Contractor's standard labor rates less 10% (including
overtime, if appropriate), plus standard list prices for related parts and materials
less 15%, plus actual travel costs incurred.
(d) Accessories: City shall receive a fifteen percent (15%) discount off Contractor's
then current standard list prices for all accessories.
(e) Covered Equipment Unavailable At Time Scheduled; Additional Equipment: If
Covered Equipment is not available at the time mutually agreed upon pursuant to
Section 4 of Exhibit A, and City requests additional services to be performed or if
Contractor is requested to perform Repair or Inspection services not designated
in this Agreement (due to the nature of services selected, instruments involved
not being Covered Equipment, request being outside the designated service
frequency or hours, or application of the Exclusions); City shall reimburse
Contractor at Contractor's standard labor rates less 10% (including overtime, if
appropriate), plus standard list prices for related parts and materials less 15%,
plus actual travel costs incurred.
12720-0001\1192313v6.doc 15
Jt AWAA.
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
February 9, 2010
Physio-Control, Inc.
Attn: William Richardson
Territory Sales Representative
11811 Willows Road NE
Redmond, WA 98052
RE: Repair and Annual Inspection of the Lifepak 12 Defibrillator/Monitor Equipment
The insurance requirements have been met. Transmitted herewith is a fully executed agreement
as referenced above, approved by City Council on February 8, 2010, through Resolution No.
2010-22.
If you have any questions, please contact Mark Whitworth (323) 583-8811 extension 280
Thank you.
Sincerely,
6WY
AlyGo
City Clerk
Enclosures
NG: dj
c: Martha Valenzuela
Mark Whitworth
Purchasing Department
Resolution No. 2010-22
Agreement File No. 10-013
E ,cfusivefy Indirstriaf
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND PHYSIO-
CONTROL, INC. FOR ON -SITE REPAIRAND ANNUAL ON -SITE INSPECTION OF
THE LIFEPAK 12
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
Records Retention Period
12720-0001\1192313v6.doc
COVER PAGE
PHYSIO-CONTROL, INC
WILLIAM RICHARDSON
PHYSIO-CONTROL, INC
11811 WILLOWS.ROAD NE
REDMOND, WA 98052
Attention: WILLIAM RICHARDSON,
TERRITORY SALES REPRESENTATIVE
Phone: 800-442-1142, EXT. 2751
Facsimile: 800-772-3340
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Donal O'Callaghan,
City Administrator
Telephone: (323) 583-8811 ext. 561
Facsimile: (323) 826-1408
DECEMBER 26, 2009
DECEMBER 25, 2012, unless extended
pursuant to Section 1
As described in Exhibit B
7 years
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND PHYSIO-
CONTROL, INC FOR ON -SITE REPAIR AND ANNUAL ON -SITE INSPECTION OF
THE LIFEPAK 12
THIS AGREEMENT is made and entered into as,ofFeb. 8, 2010 ("Effective Date"), by and
between the City of Vernon, a California charter City and California municipal corporation
("City"), and PHYSIO-CONTROL, INC, a Washington corporation ("Contractor'). City and
Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have certain services provided, including on -site repair and
annual on -site inspection of the Lifepak12, as more fully set forth in the Scope of Services,
attached hereto and incorporated herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality under similar circumstances and in a manner reasonably satisfactory to
City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
12720-0001\1192313v6.doc 2
observe and comply with all such ordinances, laws and regulations. 'City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this paragraph.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses.
Section 4. Method of Payment. City shall pay Contractor the Consideration in
accordance with the method and schedule of payment set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing the services under this Agreement shall have all
the necessary technical expertise, permits, professional licenses, certificates, training, and other
qualifications required by this Agreement or other applicable laws. Contractor shall provide City
with said permits, licenses, and certificates at the request of City.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license.
Section 8. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
12720-0001\1192313v6.doc 3
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 9. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 10. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
Section 11. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
12720-0001\1192313v6.doc 4
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 12. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 13. Confidential Status; Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, floor plans,
designs, maps, surveys, drawings, models, reports, logs, documents, materials or other
information developed or created by Contractor, received by Contractor, or provided to
Contractor for the performance of this Agreement ("Confidential Information") are deemed
confidential and shall not be disclosed by Contractor to any third party without City's prior written
consent. City shall grant consent if disclosure is legally required. All Confidential Information
shall be returned to City upon the termination of this Agreement. Contractor's covenant under
this section shall survive the termination of this Agreement. City may disclose to third parties
any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 14. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
12720-0001\1192313v6.doc 5
right to examine and audit the same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 15. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 16. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability arising out of or attributable to the acts or omissions of
Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result
from, or are in any way related to the performance or non-performance of this Agreement,
excepting only liability arising out of the sole negligence or willful misconduct of City, its officers,
officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT.
Section 17. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor in performing the services required by this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation as required by law.
(d) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VI in the latest
edition of Best's Insurance Guide.
(e) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(f) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required
12720-0001\1192313v6.doc 6
amounts. Contractor shall, prior to commencement of work under this Agreement, file with the
Risk Manager, such certificate or certificates. The policies of insurance required by this
Agreement shall contain an endorsement naming the City as additional insured. All of the
policies required under this Agreement shall contain an endorsement providing that the policies
cannot be canceled or reduced except on thirty (30) days prior written notice to City, and
specifically stating that the coverage contained in the policies affords insurance pursuant to the
terms and conditions as set forth in this Agreement.
(g) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City.
(h) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 18. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void.
Section 19. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
written reasons for their decision. The arbitration decision shall be final and binding on the
Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of
arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction
and venue under this Agreement shall be the Superior Court of California, Los Angeles County.
Section 20. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 21. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section 22. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire agreement and
understanding between City, and any negotiation, proposals or oral agreements are intended to
be integrated herein and to be superseded by this Agreement. This Agreement may only be
modified by a writing signed by both Parties.
12720-0001\1192313v6.doc 7
Section 23. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenantor condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
Section 24. Force Maieure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all reasonable
dispatch.
Section 25. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
Section 26. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information — Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 27. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 28. Headings. Headings used in this Agreement are for convenience
reference only and shall not affect the interpretation of the Agreement.
Section 29. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 30. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 31. Authority To Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
12720-0001\1192313v6.doc 8
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City
and California municipal corporation
By: /t/az AAm
HILARIO GONZALES
Mayor
ATTEST:
M NUELA GIRON, ity Clerk
APPROVED AS TO FORM:
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Physio-Control, Inc, a Washington
corporation
By: a //&
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Title:`i • �. �
12720-0001\1192313v6.doc 9
EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
1. Equipment Location
"Equipment Location" shall mean the following location at which the equipment referred to in
Exhibit A, Section 2 below is located:
VERNON FIRE DEPARTMENT
FIRE STATION #1
3375 FRUITLAND AVENUE
VERNON, CA 90058
2. Inspection and Repair Services
(a) "Covered Equipment" shall mean the equipment listed in 2(e) and 2(f) below.
(b) "Repair' services, subject to the Exclusions identified below, shall include, for the
designated Covered Equipment, all repair parts and materials required as well as
LIFEPAK 12 upgrade installed by Contractor's technical services representative, all
required Contractor service technician labor, and all related travel expenses. For
offsite (ship -in) services, units will be returned to City by Contractor freight prepaid.
(c) "Inspection" services, subject to the Exclusions identified below, shall include, for the
designated Covered Equipment, verification of proper instrument calibration,
verification that instrument mechanical operations and output measurements are
consistent with applicable product specifications, performance of an electrical safety
check in accordance with National Fire and Protection Guidelines, all required
Contractor service technician labor and all related travel expenses. For offsite (ship -
in) services, units will be returned to City by Contractor freight prepaid.
(d) Exclusions: This Agreement does not include (i) supply or repair of accessories or
disposables listed below; (ii) repair of damage caused by misuse, abuse, abnormal
operating conditions, operator errors, and/or acts of God; (iii) repairs to return an
instrument to normal operating equipment at the time of initial service by Contractor
under this Agreement; (iv) case changes; (v) repair or replacement of items not
originally distributed or installed by Contractor (collectively, "Exclusions"). Excluded
accessories or disposables are as follows:
• Internal, sterilizable and pediatric paddles
• SpO2 sensors and cables, Communication cables, Therapy cables, Patient
cables, PCMCIA modems, recorder paper
• AC Power Adapter
• DC Power Adapter
12720-0001\1192313v6.doc 10
(e) Contractor shall perform (i) on -site Repair at the Equipment Location and (ii) one (1)
on -site Inspection per year at the Equipment Location for the following Covered
Equipment:
Model Part # Serial # Effective Date Expiration Date Total Inspections
LIFEPAK 12* VLP12-02-005985 35189920 12/26/2009 12/25/2012
LIFEPAK 12* VLP12-02-007228 36035670 12/26/2009 12/25/2012 3
* Includes standard detectable hard paddle repairs.
(f) Contractor shall perform on -site repair at the Equipment Location for the following
Covered Equipment:
Model Part # Serial # Effective Date Expiration Date Total Inspections
Battery Support System 2 VBSS2-02-000009 35186852 12/26/2009 12/25/2012
(g) Documentation: Following each Repair and/or Inspection, Contractor will provide
City with a written report of actions taken or recommended and identification of any
materials replaced or recommended for replacement.
(h) Loaners: If a Contractor product is designated as a unit of Covered Equipment for
Repair services and needs to be removed from service to complete repairs, an
appropriate Loaner unit will be provided, if available, until the removed unit is
returned. City assumes complete responsibility for the Loaner and shall return the
Loaner to Contractor in the same condition as received, at City's expense, upon the
earlier of the return of the removed unit or Contractor's request.
3. Batteries: Contractor's FASTPAK, FASTPAK 2, LIFEPAK SLA, and LIFEPAK NiCd Battery
(a) Annual LIFEPAK 12 inspections include battery maintenance, performance testing,
and evaluation.
(b) Contractor shall remove, recycle and replace batteries on a one -for -one basis, up to
the number of Covered Equipment, upon the earlier of either (i) reported battery
failure as determined by the City's performance testing and evaluation in accordance
with the LIFEPAK 12 Operating Instructions section entitled Discarding/Recycling
Batteries, or (ii) upon completion of the second year of use.
(c) Replacement Battery Pack shall be like for like, i.e. FASTPAK for FASTPAK,
FASTPAK 2 for FASTPAK 2, LIFEPAK SLA for LIFEPAK SLA and LIFEPAK NiCd for
LIFEPAK NiCd, etc.
(d) Batteries shall be replaced up to four times per two year period per device.
(e) Battery replacement is dependent upon City's notice to Contractor of the existence of
either of the conditions referenced in (3)(b)(i) and (3)(b)(ii) above. At the discretion
of Contractor, battery replacement shall be effected by shipment to the City of
12720-0001\1192313v6.doc 11
Vernon and replacement by the City, or by on -site delivery and replacement by
Contractor's Service Technician.
(f) Upon the City's receipt of the replacement battery, the affected battery referenced
above shall become the property of Contractor, and must be returned to Contractor
for proper disposal. In the event that Contractor does not receive the affected
battery referenced above, the City will be charged at the then current rate for the
replacement battery.
(g) Only batteries manufactured by Contractor are covered under this Agreement.
Batteries not manufactured by Contractor are expressly excluded from coverage
under this Agreement. Contractor does not guarantee the operation, safety, and/or
performance of Contractor's product when operating with a battery not manufactured
by Contractor. Repairs and inspections performed under this Agreement meet
original equipment manufacturer's product specifications only when operating with a
battery manufactured by Contractor.
(h) Contractor will replace the internal coin cell battery for the units listed in Exhibit A,
Section 2, above. It is the City's responsibility to request such coin cell battery
replacement, gather in a single location the devices that will receive such battery
replacement, and to provide to Contractor's Technical Services Representative
access to those devices.
4. Scheduling
(a) The Inspection and Repairs will be scheduled at the mutual agreement of City and
Contractor between 8:00 a.m. and 5:00 p.m., Monday through Thursday, excluding
City holidays ("Designated Service Hours").
(b) Designated Repair and Inspection services will be performed at the designated
service frequency and during Designated Service Hours except where service
technicians are rendered unavailable due to mandatory training commitments, in
which case Contractor will provide alternate coverage. City is to ensure Covered
Equipment is available for Repair and/or Inspection at scheduled times mutually
agreed upon.
5. Warranty
Contractor warrants all replacement parts, materials and services furnished under this
Agreement to be free from defects in their design, materials, workmanship, and title, and to
conform strictly to any specifications, drawings, samples, or other inspection of the products,
materials or services for a period of ninety (90) days from the date that the performance of the
particular item of service is completed under this Agreement, except that new and factory
remanufactured battery charging systems, power adapters, and all other batteries and battery
packs (not including the CHARGE-PAK Charging Unit (external system) for LIFEPAK CR Plus
defibrillator) shall be warranted for a period of one (1) year from the date of delivery to the City.
Contractor warrants that title to the products purchased under this Agreement will pass to the
City upon delivery to City premises, free and clear of all liens, claims, security interest or
encumbrances, and that no seller of any equipment or any portion thereof will retain an interest
therein or an encumbrance thereon. Contractor makes no other warranties,. express or implied,
12720-0001\1192313v6.doc 12
including, without limitation, no warranty of merchantability or fitness for a particular purpose,
and in no event shall Contractor be liable for incidental, consequential, special or other
damages.
6. Additional Services
The Parties agree that any additional services on the equipment listed in Section 2 of Exhibit A
that is outside the above -described Scope of Services shall be subject to the terms of this
Agreement; provided, however, such additional work must be agreed upon in a writing signed
by both Parties, and additional consideration shall be paid by the City if the product, materials or
service are not covered by warranty. Such additional compensation shall be paid for non -
warranty work done, on a time and materials basis, at a rate and cost agreed upon in writing by
the Parties, pursuant to any rates or discounts provided in Exhibit B for such additional product,
materials or services.
12720-0001\1192313v6.doc 13
EXHIBIT B
EXHIBIT B
FLAT FEE
1. Consideration
Contractor shall be paid $2045.00 per service period to perform all Services described in Exhibit
A. The initial service period shall begin on the Commencement Date and run for twelve (12)
consecutive months from that date. Each subsequent service period shall run for twelve (12)
consecutive months from the end of the prior service period. Unless extended pursuant to the
terms of the Agreement, there are three service periods covered by this Agreement.
2. Schedule of Payments
Contractor shall invoice City annually at the beginning of the service period for Services
provided under this Agreement, and the invoice shall include the service period for which the
Services will be provided.
Any additional parts and services approved in writing by the City shall be invoiced within thirty
(30) days after performance of the service. Any such invoices shall include the period for which
the Services were provided, the dates of such Services, and a description of the Services
provided for that billing period.
Payments of each invoice shall be made by City within (30) days following receipt of each
invoice as to all non -disputed fees. If City disputes any of the Contractor's fees, it shall give
written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any
amounts in dispute shall be withheld until resolution.
3. Charges for Additional Services
Unless "no additional cost" is indicated below, the following additional parts and services shall
be charged at the rates indicated below:
(a) LIFEPAK12 Software Updates: Contractor's Technical Services Representative
shall install LIFEPAK12 software updates at no additional cost, provided it is
installed at the time of a regularly scheduled inspection. Software updates, when
installed at a time other than the regularly scheduled, inspection, will be billed at
the rate of $205.00 per unit per software update.
Where an assembly, i.e. printed circuit board, must be replaced to accommodate
installation of new software, Contractor shall charge City at a rate of 50% less
than the then current list price if City elects in writing.to have the assembly
replaced.
Dependent upon availability of the City's software loading tool, and at the City's
request, Contractor's Technical Services Representative shall provide the City
access to software loading tool at no additional cost.
12720-0001\1192313v6.doc 14
(b) Additional Batteries: Any battery replacements in excess of four times per two
year period per device, and any covered battery replacement for which City does
not return the used battery as specified in Exhibit A, will be billed for parts and
labor, including actual travel costs incurred.
(c) Repairs Due to Batteries: Any repairs, as determined by a Contractor Service
Representative, resulting from the use of a battery not manufactured by
Contractor, will be billed at Contractor's standard labor rates less 10% (including
overtime, if appropriate), plus standard list prices for related parts and materials
less 15%, plus actual travel costs incurred.
(d) Accessories: City shall receive a fifteen percent (15%) discount off Contractor's
then current standard list prices for all accessories.
(e) Covered Equipment Unavailable At Time Scheduled; Additional Equipment: If
Covered Equipment is not available at the time mutually agreed upon pursuant to
Section 4 of Exhibit A, and City requests additional services to be performed or if
Contractor is requested to perform Repair or Inspection services not designated
in this Agreement (due to the nature of services selected, instruments involved
not being Covered Equipment, request being outside the designated service
frequency or hours, or application of the Exclusions); City shall reimburse
Contractor at Contractor's standard labor rates less 10% (including overtime, if
appropriate), plus standard list prices for related parts and materials less 15%,
plus actual travel costs incurred.
12720-0001\1192313v6.doc 15
�s'iOU ;1, '10 CITY C011
RE CEIVED
FEB 0 3 2010 STAFF REPORT
CIiYCLEgSOFFICE PURCHASING DEPARTMENT �A /
�V L`
DATE: February 1, 2010
TO: Honorable Mayor and City Council
FROM: Martha Valenzuela, Director of Business ��1-4 I/
RE: PHYSIO-CONTROL, INC.,
Purpose
The purpose of this Staff Report is to obtain approval of a three-year
agreement with Physio-Control, Inc., for service and repair of the Fire
Department's Lifepak 12 defibrillators.
Background
This vendor provides on -site repair and annual inspections of the Fire
Department's Lifepak 12 Defibrillator/monitors and the battery support
system for the Lifepak 12 units. The department initiated a contract
purchase order, and Risk Management has confirmed the vendor has
submitted the appropriate insurance documents for the on -site services.
The service period is from December 26, 2009 to December 25, 2012
(unless extended pursuant to Section 1 of the attached agreement).
Our Legal Department has drafted a Service Agreement, which has been
reviewed and executed by the vendor. Purchasing received an e-mail
confirmation, that two signed originals of the attached agreement should
be delivered to Ms. Judy Lehr by Wednesday February 3, 2010.
Recommendation
Purchasing recommends the City Council approve the agreement with
Physio-Control, Inc., for the services requested. The total cost for the
three year service agreement totals $6,135.00. Purchasing is requesting
that this item be included on the Council agenda scheduled for February
8, 2010.
Fiscal Impact
There is no fiscal impact to the City. Funding for these services have
been budgeted in the Fire Department's Fiscal Year 2009 —2010 operating
budget.
Attachments
MEMORANDUM
PURCHASING DEPARTMENT
DATE: February 1, 2010
TO: Donal O'Callaghan, City Administrator
FROM: Martha Valenzuela, Director of Business Services/Personne
RE: Physio-Control, Inc.,
Attached you will find the Services Agreement drafted by our Legal
Department for on -site repair and annual inspections of the Fire
Department's Lifepak 12 Defibrillator/monitors and the battery support
system for the Lifepak 12 units.
The department initiated a contract purchase order, and Risk Management
has confirmed the vendor has submitted the appropriate insurance
documents for the on -site services. The service period is from
December 26, 2009 to December 25, 2012 (unless extended pursuant to
Section 1 of the attached agreement). The annual cost totals $2,045.00
with the total cost for the service not to exceed $6,135.00 (includes all
applicable sales taxes).
After numerous discussions, between our Legal Department and Physio-
Control's legal department, an Agreement was sent to Physio-Control on
January 27, 2010, for review and execution. Purchasing received an e-
mail from Physio-Control today, advising that two original copies of the
Agreement will be mailed with a two-day delivery. The documents are
expected to be received by Wednesday, February 3ra
Please review the attached, and if approved, please forward to the City
Clerk for submittal to the City Council for approval and final execution of
the agreement.
Thank you
Attachments
FEB 0 1 2010
B-Y-:_
CITY ATTORNEY'S OFFICE
MEMORANDUM
TO: Donal O'Callaghan, City Administrator
FROM: Gena M. Stinnett, Assistant City Attorney
cc: Laurence S. Wiener, City Attorney
Debby Nickens, Senior Administrative Assistant — Purchasing
DATE: February 1, 2010
SUBJECT: Physio-Control Services Agreement (Lifepak 12) - Approved as to Form
The City Attorney's office, has reviewed the Physio-Control Services Agreement providing on -
site repair and annual on -site inspection of Lifepak 12 units, and has approved it as to form.
12720-0001\1203996v1.doc
Tolmasoff, Robin
From: Gena Stinnett [gttinnett@rwglaw.com]
Sent: Tuesday, February 02, 2010 12:41 PM
To: Rogers, Tracy
Cc: Nickens, Debby; Lehr, Judy; Tolmasoff, Robin; Richardson, William; Shelton, Greg
Subject: RE: Physio-Control Service Contract
Thanks Tracy, we will. Thank you very much for your help in getting this finalized, we
understand how folks can sometimes get taken out of the loop, and we appreciate your
patience with our process.
Best regards,
Gena M. Stinnett
Richards Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, CA 90071-3101
Voice: 213.253.0240
Facsimile: 213.626.0078
-----Original Message -----
From: Rogers, Tracy[mailto:tracy.rogers@medtronic.com]
Sent: Tuesday, February 02, 2010 12:36 PM
To: Gena Stinnett
Subject: RE: Physio-Control Service Contract
When things go to our legal department for review, as a contract coordinator, I am taken
out of the loop until it is time to finalize the paperwork. I'm sorry I included
something that you guys agreed you didn't need. You are welcome to throw that contract in
the shredder and just go with what was in your document. As a contract coordinator, I
need the schedule A information to book the City's agreement. That was the only purpose
of sending it with the documents that were agreed upon.
Thank you,
Tracy Rogers
Service Contracts
Physio-Control, Inc. a division of Medtronic
425-867-4313 or 1-800-442-1142 x 74313
-----Original Message-----
From: Gena Stinnett [mailto:gstinnett@rwglaw.com]
Sent: Tuesday, February 02, 2010 12:31 PM
To: Rogers, Tracy
Cc: Lehr, Judy; Tolmasoff, Robin; Shelton, Greg; Richardson, William; Nickens, Debby
Subject: RE: Physio-Control Service Contract
Hi Tracy,
Have you spoken with Greg Shelton? From my conversations with him, and our negotiation
over the warranty language, he understood that Exhibit A in our Agreement replaces your
proposed Schedule A. So our Exhibit A provides what is covered on the City's contract.
Please see attached email.
Best regards,
Gena M. Stinnett
1
Richards Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, CA 90071-3101
Voice: 213.253.0240
Facsimile: 213.626.0078
-----Original Message -----
From: Rogers, Tracy [mailto:tracy.rogers@medtronic.com]
Sent: Tuesday, February 02, 2010 12:19 PM
To: Gena Stinnett
Cc: Lehr, Judy; Tolmasoff, Robin; Shelton, Greg; Richardson, William; Nickens, Debby
Subject: RE: Physio-Control Service Contract
We need the Schedule A included in the document,
this so we can tell what is covered on the City's
agreement was included in the documents we sent.
Thank you,
Tracy Rogers
Service Contracts
Physio-Control, Inc. a division of Medtronic
425-867-4313 or 1-800-442-1142 x 74313
which I was unaware that it was. We need
contract. That is why the service
-----Original Message-----
From: Gena Stinnett [mailto:gstinnett@rwglaw.com]
Sent: Tuesday, February 02, 2010 12:10 PM
To: Rogers, Tracy
Cc: Lehr, Judy; Tolmasoff, Robin; Shelton, Greg; Richardson, William; Nickens, Debby
Subject: RE: Physio-Control Service Contract
Hi Tracy,
Just to clarify, Greg Shelton in Physio-Control's legal department, signed -off on the City
of Vernon's terms, including Exhibits A & B, and agreed Physio-Control's technical
services support agreement would not be included. Changes were negotiated to certain
provisions and included in the final document that was submitted for signatures.
Please verify with your legal department and provide us with your confirmation that the
technical services support agreement is not part of the agreement with the City of Vernon.
Best regards,
Gena M. Stinnett
Richards Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, CA 90071-3101
Voice: 213.253.0240
Facsimile: 213.626.0078
-----Original Message ----
From: Nickens, Debby [mailto:DNickens@ci.vernon.ca.us]
Sent: Tuesday, February 02, 2010 12:01 PM
To: Rogers, Tracy
Cc: Lehr, Judy; Tolmasoff, Robin; Gena Stinnett
Subject: RE: Service Contract
Importance: High
Thank you Ms. Tracy, please review pages 10, 11 and 12 of our agreement to verify.
2
Debby
Debby Nickens
Sr. Admin. Asst/Purchasing
(323) 583-8811, ext. 203
dnickens@ci.vernon.ca.us
-----Original Message -----
From: Rogers, Tracy [mailto:tracy.rogers@medtronic.com]
Sent: Tuesday, February 02, 2010 11:58 AM
To: Nickens, Debby
Cc: Lehr, Judy; Tolmasoff, Robin_; Gena Stinnett
Subject: RE: Service Contract
Ok, as long as it is all there, you can discard the contract.
Thank you,
Tracy Rogers
Service Contracts
Physio-Control, Inc. a division of Medtronic
425-867-4313 or 1-800-442-1142 x 74313
-----Original message -----
From: Nickens, Debby [mailto:DNickens@ci.vernon.ca.us]
Sent: Tuesday, February 02, 2010 11:56 AM
To: Rogers, Tracy
Cc: Lehr, Judy; Tolmasoff, Robin; Gena Stinnett
Subject: RE: Service Contract
Importance: High
Tracy;
Thank you for getting right back to me. We have incorporated the
verbiage contained on your Schedule A, on page 11 of our agreement.
Debby Nickens
Sr. Admin. Asst/Purchasing
(323) 583-8811, ext. 203
dnickens@ci.vernon.ca.us
-----Original message -----
From : Rogers, Tracy [mailto:tracy.rogers@medtronic.com]
Sent: Tuesday, February 02, 2010 11:52 AM
To: Nickens, Debby
Subject: Service Contract
Hi Debby,
We included our Technical Service Support Agreement so we have the full document with all
of the information on it that we need to make your agreement current for when it comes
back to us. You can take the legal terms out of the service agreement. We do however
need the schedule A included, which is why the agreement was signed by Allan Criss. I
hope this clears things up for you. I will be in the office until 3:45 PST today if you
need to give me a call.
Thank you,
3
Page 1 of 1
Juarez, Debbie
From: Barcia, Ana
Sent: Monday, February 08, 2010 3:47 PM
To: Juarez, Debbie
Subject: RE: Insurance Verification - Physio-Control, Inc. Approved 02/08/10 through Res. No. 2010-22
Hi Debbie,
I also have them under Medtronics, Inc., but yes, they have current insurance on file.
Have a good day,
Ana Barcia
City of Vernon
Risk Management Department
T: 323) 583-8811 ex 286
P: 323) 826-1439
abarci_a... _c...i.vernon.ca.us
From: Juarez, Debbie
Sent: Monday, February 08, 2010 3:42 PM
To: Barcia, Ana
Subject: Insurance Verification - Physio-Control, Inc. Approved 02/08/10 through Res. No. 2010-22
Hi Ana. Do you have insurance on file for the above -referenced?
lW orah Juarez
Records WanagementAssistant
City of Vernon - City Cferk's Office
4305Santa TeAvenue
Vernon, CA 90058
(323) 583-8811
2/8/2010