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Home My WebLink AboutPhysio Control, Inc/Fire/Adl Serv/23,523 per annum/Maintenance Agreement400VFo Physio Control, Inc. i Fire Department - 2018 �q0 I Appropriation # 43-515.01 Fund; P.O. #101570 j Contract Not To Exceed $23,523.00 per annum j ADDITIONAL SERVICES AMENDMENT TO AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AMENDMENT TO THE GOODS AND SERVICES AGREEMENT ("Agreement") entered into by and between the City of Carmel and Physio Control, Inc. (the `vendor"), as City Contract dated July 15, 2015 shall amend the terms of the Agreement by adding the additional services to be provided by Vendor consistent with the Scope of Work attached hereto and incorporated herein as Exhibit "Au. The terms and conditions of the Agreement shall not otherwise be affected by this Additional Services Amendment and shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have made and executed this Amendment as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By. c � A I �,��P� James Brainard, Presiding Officer Date: ,, An Date: Lori S. WatsW, Mem er Date: a ATTF Kristine Pauley, Cferk-Treasurer Date: [S,X—c was— A cow. S,,W-.. Dq*=FfbP�CMftL 1W AtAA,-Q&10111212 ftQ Physio Control, Inc. By: i <� Authorized Signature 1'%a,-tJ t- 5+0 e-4 Printed Name Title FID/TIN: Last Four of SSN if Sole Proprietor. N/14 Date: A l ) 11, 7 A I Physio Control, Inc. Quote Number 00115902 M11811 Willows Road NE Create Date 2/27/2018 8:54 AM P.O. Box 97006 Quote Expiration Date 04/30/2018 Redmond, WA 98073-9706 U.S.A Quote Consultant Zachary Fluhr www.physio-control.com 623-377-6193 tel (800) 442.1142 EALL71 fax (800) 772.3340 Service Plan Quote Account: 10774201 Service Plan Detail Tom Small Type Renewal CARMEL FD Service Plan Start Date 05/01/2018 2 CIVIC SQUARE Service Plan End Date 04/30/2021 CARMEL, IN 46032 Reference Plan PB18S636 (317) 571-2663 Billing Frequency Annual tsmall@carmel.in.gov Terms All quotes subject to credit approval and the 15 5,292.00 following terms and conditions 1,499.40 Net Terms NET 30 POS Renewal Promotion Coverage Details -Brochure www physio -control com/ServicePlans/ Notes Service plan customers receive 15% discount on Accessories and Disposables. 05/01/2018 Product Descriptions provided below signature line Subtotal Estimated Tax Estimated Shipping & Handling Grand Total List Price Total Total Discount Estimated Tax + S&H USD 70,569.00 USD 0.00 USD 0.00 USD 70,569.00 Pricing Summary Totals USD 82,476.00 USD -11,907.00 USD 0.00 Tax will be calculated at time of invoice and is based on the Ship To location where product will be shipped. C GRAND TOTAL FOR THIS QUOTE USD 70,569.00 p Q -'r "'tp� Exhibit —A, Quote (Number �� Di►J�%�IC� Page 1 6(q 00115902 Term List Disc Annual Net Term Net Extended Product Start Date End Date Qty Price % Price Per Unit Price Per Unit Term Net Price LP15-OSCOMP-3- 05/01/2018 04/30/2021 15 5,292.00 15.00 1,499.40 4,498.20 67,473.00 POS Renewal LP12-OSCOMP-1 05/01/2018 04/30/2019 2 1,548.00 0.00 1,548.00 1,548.00 3,096.00 Product Descriptions provided below signature line Subtotal Estimated Tax Estimated Shipping & Handling Grand Total List Price Total Total Discount Estimated Tax + S&H USD 70,569.00 USD 0.00 USD 0.00 USD 70,569.00 Pricing Summary Totals USD 82,476.00 USD -11,907.00 USD 0.00 Tax will be calculated at time of invoice and is based on the Ship To location where product will be shipped. C GRAND TOTAL FOR THIS QUOTE USD 70,569.00 p Q -'r "'tp� Exhibit —A, Quote (Number �� Di►J�%�IC� Page 1 6(q 00115902 Please provide a company issued Purchase Order that includes Billing and Shipping Address. PO must reference payment terms of Net 30 days. -OR- Required OR - Required information if no Purchase Order is provided Billing Address ❑ same as address on quote Account Name Address City State Zip Code Accounts Payable Contact Information Accounts Payable Contact Accounts Payable Email Authorized Customer Signature Name Title Optional information: Special Ship to Address Shipping Address ❑ same as Billing Address Account Name Address City State Zip Code Accounts Payable Phone Number Customer is Tax Exempt? ❑ Yes ❑ No Signature Date Comments For Multiple End Users, please attach a supporting document with End User name, physical location, product type and quantity To update any customer information, please complete form at vww.phyiio-control.com/account/ Reference Number LS/10774201/156138/00115902 Product Product Description LP15-OSCOMP-3-POS LIFEPAK 15 Service - 3 YEAR. Renewal On-site Comprehensive Coverage. Annual Payments. Includes: -Services performed at customer's location by a Physio -Control Technical Specialist -Parts and labor necessary to restore device to original specifications -Annual Preventive Maintenance and inspections including quality assurance documentation -Discounts on accessories, disposables, and upgrades -Updates to the latest software version -Preconfigured loaner device provided if needed -Battery Replacement Service LP12-OSCOMP-1 LIFEPAK 12 Service - 1 YEAR. On -Site Comprehensive Coverage. On-site Comprehensive Coverage for LIFEPAK® 12 Includes: -Services performed at customer's location by a Physio -Control Technical Specialist -Parts and labor necessary to restore device to original specifications -Annual Preventative Maintenance and Inspections including quality assurance documentation -Discounts on accessories, disposables -Updates to the latest software version -Preconfigured loaner device provided if needed -Battery replacement service Quote Number 00115902 millull /_ _ - rAos 5WIT M OWDOCE Page 2 Otr l Service Plan Summary List of covered equipment by location will be provided upon Customer's signature of this quote. Exhibit A Quote Number Zz MACIT AN Page 3 ON 00115902 General Terms for all Products, Services and Subscriptions. Physio -Control, Inc. ("Physio') accepts Buyer's order expressly conditioned on Buyer's assent to the terms set forth in this document. Buyer's order and acceptance of any portion of the goods, services or subscriptions shall confirm Buyer's acceptance of these terms. Unless specified otherwise herein, these terms constitute the complete agreement between the parties. Amendments to this document shall be in writing and no prior or subsequent acceptance by Seller of any purchase order, acknowledgment, or other document from Buyer specifying different and/or additional terms shall be effective unless signed by both parties. Pricing. Prices do not include freight insurance, freight forwarding fees, taxes, duties, import or export permit fees, or any other similar charge of any kind applicable to the goods and services. Sales or use taxes on domestic (USA) deliveries will be invoiced in addition to the price of the goods and services unless Physio receives a copy of a valid exemption certificate prior to delivery. Discounts may not be combined with other special terms, discounts, and/or promotions. Payment Payment for goods and services shall be subject to approval of credit by Physio. Unless otherwise specified by Physio in writing, the entire payment of an invoice is due thirty (30) days after the invoice date for deliveries in the USA, and sight draft or acceptable (confirmed) irrevocable letter of credit is required for sales outside the USA. Minimum Order Quantity. Physio reserves the right to charge a service fee for any order less than $200.00. Patent Indemnity. Physio shall indemnify Buyer and hold it harmless from and against all demands, claims, damages, losses, and expenses, arising out of or resulting, from any action by a third party against Buyer that is based on any claim that the services infringe a United States patent, copyright, or trademark, or violate a trade secret or any other proprietary right of any person or entity. Physio's indemnification obligations hereunder will be subject to (i) receiving prompt written notice of the existence of any claim; (ii) being able to, at its option, control the defense and settlement of such claim (provided that, without obtaining the prior written consent of Buyer. Physio will enter into no settlement involving the admission of wrongdoing); and (iii) receiving full cooperation of Buyer in the defense of any claim. Limitation of Interest. Through the purchase of Physio products, services, or subscriptions, Buyer does not acquire any interest in any tooling, drawings, design information, computer programming, patents or copyrighted or confidential information related to said products or services, and Buyer expressly agrees not to reverse engineer or decompile such products or related software and information. Delays. Physio will not be liable for any loss or damage of any kind due to its failure to perform or delays in its performance resulting from an event beyond its reasonable control, including but not limited to, acts of God, labor disputes, the requirements of any governmental authority, war, civil unrest, terrorist acts, delays in manufacture, obtaining any required license or permit, and Physio inability to obtain goods from its usual sources. Limited Warranty. Physio warrants its products and services in accordance with the terms of the limited warranties located at r,,vw.physio-control com/Documents/. The remedies provided under such warranties shall be Buyer's sole and exclusive remedies. Physio makes no other warranties, express or implied, including, without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL PHYSIO BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES. Compliance with Confidentiality Laws. Both parties acknowledge their respective obligations to maintain the security and confidentiality of individually identifiable health information and agree to comply with applicable federal and state health information confidentiality laws. Compliance with Law. The parties agree to comply with any and all laws, rules, regulations, licensing requirements or standards that are now or hereafter promulgated by any local, state, and federal governmental authority/agency or accrediting/administrative body that governs or applies to their respective duties and obligations hereunder. Regulatory Requirement for Access to Information. In the event 42 USC § 1395x(v)(1)(1) is applicable, Physio shall make available to the Secretary of the United States Department of Health and Human Services, the Comptroller General of the United States General Accounting Office, or any of their duly authorized representatives, a copy of these terms, such books, documents and records as are necessary to certify the nature and extent of the costs of the products and services provided by Physio. No Debarment Physio represents and warrants that it and its directors, officers, and employees (i) are not excluded, debarred. or otherwise ineligible to participate in the Federal health care programs as defined in 42 USC § 1320a-7b(f); (ii) have not been convicted of a criminal offense related to the provision of healthcare items or services; and (iii) are not under investigation which may result in Physio being excluded from participation in such programs. Choice of Law. The rights and obligations of Physio and Buyer related to the purchase and sale of products and services described in this document shall be governed by the laws of the state where Buyer is located. All costs and expenses incurred by the prevailing party related to enforcement of its rights under this document, including reasonable attorney's fees, shall be reimbursed by the other party. Additional Terms for Purchase and Sale of Service Plans. In addition to the General Terms above, the following terms apply to all Physio Service Plans. Service Plans. Physio shall provide services according to the applicable Service Plan purchased by Buyer and described at http '/wpnw physio -control com/ServiceProorams asox for the length of the subscription purchased and for the devices specified as covered by the Service Plan ('Covered Equipment'). Pricing. If the number or configuration of Covered Equipment changes during the Service Plan subscription, pricing shall be pro -rated accordingly. For Preventative Maintenance, Inspection Only, Comprehensive, and Repair & Inspect Service Plans. Buyer is responsible to pay for preventative maintenance and inspections that have been performed since the last anniversary of the subscription start date and such services shall not be pro -rated. Device Inspection Before Acceptance. All devices that are not covered under Physio's Limited Warranty or a current Service Plan must be inspected and repaired (if necessary) to meet specifications at then - current list prices prior to being covered under a Service Plan. Unavailability of Covered Equipment If Covered Equipment is not made available at a scheduled service visit, Buyer is responsible to reschedule with the Physio Service Technician, or ship -in the Equipment to a Physio service depot. Physio reserves the right to charge Buyer a surcharge for a return visit. Surcharges will be based on then -current Physio list price of desired services, less 10% for labor and 15% for parts, plus applicable travel costs. The return visit surcharge will be in addition to the subscription price of the Service Plan. To avoid the surcharge. Buyer may ship devices to a Physio service depot Buyer shall be responsible for round-trip freight for ship -in service. Unscheduled or Uncovered Services. If Buyer requests services to be performed on Covered Equipment which are not covered by a Service Plan, or are outside of designated Services frequency or hours, Physio -Control will charge Buyer for such services at 10% off Physio - Control's standard rates (including overtime, if appropriate) and applicable travel charges. Repair parts required for such repairs will be made available at 15% off the then -current list price. Loaners. if Covered Equipment must be removed from service to complete repairs, Physio will provide Buyer with a loaner device, if one is available. Buyer assumes complete responsibility for the loaner and shall return the loaner to Physio in the same condition as received, normal wear and tear exempted, upon the earlier of the return of the removed Covered Equipment or Physio's request. Cancellation. Buyer may cancel a Service Plan upon sixty (60) days written notice to Physio. In the event of such cancellation, Buyer shall be responsible for the portion of the designated price which corresponds to the portion of the Service Plan subscription prior to the effective date of termination and the list -price cost of any preventative maintenance, inspections, or repairs rendered after the last anniversary date of the subscription start date. No Solicitation. During the Service Plan subscription and for one (1) year following its expiration Buyer agrees to not to actively and intentionally solicit anyone who is employed by Physio to provide services such as those described in the Service Plan. Exhibit Quote Number raos2NOT ANONVOPage iY 00115902 Citof Carmel INDIANA RETAIL TAX EXEMPT AREILTAXEXEMPTCit CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT ONE CIVIC SQUARE 35-6000972 CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. 4/11/2018 242000 Page 1 of 1 PURCHASE ORDER NUMBER 101570 THIS NUMBER MUST APPEAR ON INVOICES, A1P VOUCHER, DELIVERY MEMO. PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE DESCRIPTION Preventative Maintenance - Defibrillators PHYSIO CONTROL CORP Fire Department VENDOR 12100 COLLECTIONS CENTER DRIVE SHIP 2 Civic Square TO Carmel, IN 46032 - CHICAGO, IL 60693 - PURCHASE ID BLANKET CONTRACT PAYMENTTERMS 24953 QUANTITY UNIT OF MEASURE 1 DESCRIPTION Department: 1120 Fund: 101 General Fund Account: 43-515.01 1 Each Maintenance Agreement Send Invoice To: Fire Department FREIGHT UNIT PRICE $23,523.00 Sub Total EXTENSION $23,523.00 $23,523.00 2 Civic Square Carmel, IN 46032 - PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $23,523.00 SHIPPING INSTRUCTIONS AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN 'SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN 'C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. 'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL 'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Denise Snyder James Crider TITLE Budget & Accreditation Manager Administration CONTROL NO. 101570 CLERK -TREASURER