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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 / - 2 - 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: '40411®rlwlill "00 wqllliii w, % EMS - ffil_11 / Physio-Control, Inc, a Washington corporation By: a //& v. i 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