Medtronic Physio-Control Corp. JVN 0
~G~E~E~T FOR PURCHASE OF GOODS A~D
...... AS TO
BY:
~adc and entered ~nto by ~d between the C{ty of C~el~ Ind{~a~ acting
Public ~orks and Safet~ CC{ty')~ and ~edtron{c Phys{o-Contml Coloration CVendor').
TERMS AND CONDITIONS
,
ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its
execution of same and/or its provision of any goods and/or services ("Goods and Services"
hereunder shall constitute Vendor's acceptance of all of the Agreement' s terms and conditions.
PERFORMANCE:
City agrees to purchase the Goods and Services described in attached Exhibit A, which is
incorporated herein by this reference, and Vendor agrees to provide same and to otherwise perform
the requirements of this Agreement and to execute its responsibilities hereunder by following and
applying at all times the highest professional and technical guidelines and standards.
PRICE AND PAYMENT TERMS:
The total price for the Goods and Services contemplated herein shall be no more than the amounts
set forth in attached Exhibit A. Vendor shall submit an invoice to City no more than once every
thirty (30) days detailing the Goods and Services provided to City within such time period. City
shall pay Vendor for such Goods and Services within thirty (30) days after the date of City's
receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and Services
are not disputed, are in accordance with the specifications set forth in Exhibit A, are submitted on
an invoice that contains the information contained on attached Exhibit B, and Vendor has
otherwise performed and satisfied all the terms and conditions of this Agreement. Subject to the
above, if the undisputed invoice amount is not paid within thirty (30) days of its receipt by City,
Vendor shall so notify City. If such amount as is not disputed is not thereafter paid within ten (10)
business days from the date such notice is received by City, then a late charge in a sum equal to
one percent (1%) of such unpaid and undisputed invoice amount shall accrue and be immediately
due and payable by City to Vendor as a separate debt for each month it remains unpaid. In the
event an invoice amount is disputed, City shall so notify Vendor. If such dispute is not resolved to
City's satisfaction within five (5) business days after notice of such dispute is given, City shall pay
such amount as is in dispute, under protest, into the Carmel City Court, which court shall hold
such monies until provided with a settlement agreement signed by both parties hereto or a final
judgment has been entered thereon.
WARRANTY:
Vendor warrants the Goods and Services provided under this Agreement against defects in
material and workmanship for ninety (90) days from the date a Service is performed or a Good is
provided. Notwithstanding the above, Vendor shall re-service the affected unit and/or replace any
part determined to be defective, without any additional charge, provided City notifies Vendor of
any allegedly defective condition within twenty (20) calendar days from the date of its discovery
by City.
Medtronic Physico-Control Corporation
Fire Department - 2000
,
,
Vendor makes no other warranties, express or implied, including, without limitation, NO
WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE,
AND IN NO EVENT SHALL VENDOR BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR OTHER DAMAGES AS A RESULT OF A WARRANTY BREACH.
TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same
{"Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely
manner. Time is of the essence of this Agreement.
DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may
direct, a list of all chemicals, materials, substances and items used in or during the provision of the
Goods and Services provided hereunder, including the quantity, quality and concentration thereof
and any other information relating thereto. Prior to and with the delivery of the Goods and
Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and
notice (including appropriate labels on containers and packing) of any hazardous material utilized
in or that is a part of Goods and Services.
DEFAULT:
In the event either party: (a) repudiates, breaches or defaults under any of the terms or conditions
of this Agreement, including Vendor's warranties; (b) becomes insolvent, files, or has filed against
it, a petition in bankruptcy, for receivership or other insolvency proceeding or makes a general
assignment for the benefit of creditors or, (c) dissolves, each such event constituting an event of
default hereunder, the other party shall have the right to terminate this Agreement and exercise any
other rights or remedies regarding same as are available at law and/or in equity.
INSURANCE AND INDEMNIFICATION:
Vendor's statement of self-insurance is attached hereto as Exhibit C and is incorporated herein by
this reference. Subject to Paragraph 4 above and the terms and conditions set forth in Exhibit D,
attached hereto and made a part hereof by this reference, Vendor shall indemnify and hold
harmless City from and against any and all liabilities, claims, demands or expenses (including. but
not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property
arising from or in connection with Vendor's provision of Goods and Services pursuant to or under
this Agreement and Vendor's use of City property, and Vendor further agrees to indemnify,
defend and hold harmless City and its officers, officials, agents and employees from all claims and
suits of whatever type, including, but not limited to, all court costs, attorney fees, and other
expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents, officers~
employees, contractors, subcontractors and other persons in the performance of this Agreement.
These indemnification obligations shall survive the termination of this Agreement.
GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all present and future federal, state and local laws, executive orders,
rules, regulations, codes and ordinances which may be applicable to Vendor's performance of its
obligations under this Agreement, and all relevant provisions thereof are incorporated herein by
this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or
liability resulting from any such violation of such laws, orders, rules, regulations, codes and
ordinances. This indemnification obligation shall survive the termination of this Agreement.
Medtronic Physico-Control Corporation
Fire Department - 2000
10.
11.
12.
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15.
16.
NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors,
subcontractors and other persons shall comply with all existing and future laws of the United
States, the State of Indiana and City prohibiting discrimination against any employee, applicant for
employment or other person in the provision of any Goods and Services provided by this
Agreement, with respect to the hire, tenure, terms, conditions or privileges of employment and to
any other matter directly or indirectly related to employment or subcontracting because of race,
religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or
Vietnam era veteran status. City reserves the right to collect a penalty as provided in IC 5-16-6-1
for any person so discriminated against.
NO IMPLIED WAIVER:
The failure of either party at any time to require performance by the other of any provision of this
Agreement shall in no way affect the right of such party to require such performance at any time
thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement
constitute a waiver of any succeeding breach of the same or any other provision thereof.
NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise,
and shall not delegate its obligations under this Agreement without City's prior written consent.
RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and Vendor and
all of its officers, employees, contractors, subcontractors, agents and other persons are not and
shall not become employees of City, and the sole responsibility to pay to or for same all statutory,
contractual and other benefits shall remain exclusively with Vendor. The contract price set forth
herein to be paid hereunder by City to Vendor shall be the full and maximum compensation and
monies required of City to be paid to Vendor under or pursuant to this Agreement.
GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of
Indiana, except for its conflict of laws provisions. The parties further agree that, in the event a
lawsuit is filed hereunder, they waive any rights to a jury trial they may have, agree to file any
such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such coart is
the appropriate venue for and has jurisdiction over same.
SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance,
executive order or other rule of law, such term shall be deemed reformed or deleted, but only to
the extent necessary to comply with such statute, regulation, ordinance, order or mle, and the
remaining provisions of this Agreement shall remain in full force and effect.
NOTICE:
Subject to paragraph 16 hereinabove, any notice provided for in this Agreement will be sufficient
if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested,
to the party to be notified at the address specified herein:
Medtronic Physico-Control Corporation
Fire Department - 2000
17.
18.
19.
20.
If to City:
City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Douglas Callahan
(with a copy to City Attorney,
One Civic Square, Carmel, IN 46032)
If to Vendor:
Medtronic Physio-Control Corporation
11811 Willows Road NE, P. O. Box 97048
Redmond, WA 98073-9748
ATTN: Jason McWilliams
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be
effective if given orally, as long as written notice is then provided as set forth hereinabove within
ten (10) business days from the date of such oral notice.
TERMINATION:
17.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon
notice to Vendor, immediately terminate this Agreement for cause, in the event of a default
hereunder by Vendor and/or if sufficient funds are not appropriated to pay for the Goods
and Services to be provided hereunder. In the event of such termination, Vendor shall be
entitled to receive only payment for the undisputed invoice amount representing
conforming Goods and Services delivered as of the date of termination.
17.2
Either party hereto may terminate this Agreement at any time upon thirty (30) days prior
notice to the other party. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount of conforming Goods and
Services delivered as of the date of termination.
REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the
persons or entities executing this Agreement have the authority to bind the party which they
represent.
ADDITIONAL GOODS AND/OR SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide
additional goods and/or services to City. When City desires additional goods and/or services from
Vendor, the Mayor or his duly authorized representative shall notify Vendor of such additional
goods and/or services desired, as well as the time frame in which same are to be provided. Vendor
shall then provide, at no cost to City, an estimated cost for such additional goods and/or services,
as well as the date by which same will be provided to City. Only after City has approved Vendor's
time and cost estimate for the provision of such additional goods and/or services shall Vendor be
authorized to provide same, the identification of which shall be set forth in documents which shall
be numbered and attached hereto in the order they are approved by City.
TERM
Subject to the termination provisions set forth in Paragraph 17 hereinabove, this Agreement shall
be in effect from the Effective Date through December 31, 2000, and shall, on the first day of each
l~ledtronic Physico-Control Corporation
Fire Department - 2000
21.
22.
23.
24.
25.
26.
January thereafter, automatically renew for a period of one (1) calendar year~ unless othersvise
agreed by the parties hereto.
FORCE MAJEURE
Any delay or failure of either party to perform its obligations hereunder shall be excused if, and to
the extent, same is caused by an event or occurrence beyond the reasonable control of the party
and without its fault or negligence, provided that notice of such delay (including the anticipated
duration of the delay) shall be given by the affected party to the other party within five (5)
business days after the first day of such event or occurrence. During any such period of delay or
failure to perform by Vendor, City, in its sole option, may purchase some or all of the same or
similar Services and/or additional services from other sources and reduce the Services requested of
Vendor hereunder by such degree, or have Vendor provide some or all of the Services and/or
additional services from other sources at times requested by City and at the prices set forth in this
Agreement.
HEADiNGS
All heading and sections of this Agreement are inserted for convenience only and do not form a
part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
BINDING EFFECT
City and Vendor, and their respective officers, officials, agents, partners, successors, assigns and
legal representatives, are bound to the other with respect to this Agreement and to such other
party's officers, officials, agents, partners, successors, assigns and legal representatives in all
respects as to all covenants, agreements and obligations of this Agreement.
NO THIRD PARTY BENEFICIARIES
Nothing contained herein shall be construed to give any rights or benefits hereunder to anyone
other than City or Vendor.
ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, are fully aware of their
respective rights, have had the opportunity to obtain the advice and assistance of an attomey
throughout the negotiation of this Agreement, and enter into this Agreement freely, voluntarily,
and without any duress, undue influence, coercion or promise of benefit, except as expressly set
forth herein.
ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the
entire agreement between Vendor and City with respect to the subject matter hereof, and
supersedes all prior oral or written representations and agreements regarding same.
Notwithstanding any other term or condition set forth herein, but subject to paragraph 15 hereof, to
the extent any term or condition contained in any exhibit attached to this Agreement conflicts with
any term or condition contained in this Agreement, the term or condition contained in this
Agreement shall govern and prevail, unless the parties hereto, or their successors in interest,
expressly and in writing agree otherwise. This Agreement may only be modified by written
amendment executed by both parties hereto, or their successors in interest.
Medtronic Physico-Control Corporation
Fire Department - 2000
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
MEDTRONIC PHYSIO-CONTROL
CORPORATION
By:
James Brainard, Presiding Officer
~Memb~dJ/4~er
D at e: ~i~'/~ -
ATTEST:
By:
Authorized Signature
Printed Name
6v, Cc~frlyctc4- C~rdlnct --~r
Title
~ID,ssN: q t- oc~ 9 - 'T& 9 /
Date: 0 "V-a ~-oo
'Diana Cordray, ClerkTTi'easu~er
Date: ec)/le'/tr'
SERVICE ORDER
Contract Number:
End User # 10774201
CARMEL FIRE DEPARTMENT
2 CIVIC SQUARE
CARMEL, IN 46032
PHYSIO-CONTROL
Bill To # 10774201
CARMEL FIRE DEPARTMENT
2 CIVIC SQUARE
CARMEL. IN 46032
This Service Order begins on 04/01/2000 and ex'pires on 03/31/2001.
The designated Covered Equipment and/or Software is listed on Schedule A. This Service Order is
subject to the Terms and Conditions on the reverse side of this document and any Schedule B. ff attached.
If any Data Management Support and Upgrade Service is included on Schedule A then this
Service Order is also subject to Medtrouic Physio-Control Corp. 's Data Management Support and Upgrade
Service Tem~s and Conditions, rev 7/99-1.
Price of coverage specified on Schedule A is $6,336.00 per term, payable in Annual installments.
Special Terms
10% Discount on accessories
5% Discotmt on de~b pads
Medtronic
Physio-Control
Copy
Accepted: MEDTRONIC PHYSIO-CONTROL CORP.
Date: ~ '~ -6 2-.2~00
Customer:
By:
Print:
Title:
Date:
Purchase Order Number:
Terntory Rep:
JASON MCWILLIAMS
Phone: 800-442-1142 X2963
FAX: 800-772-3340
Customer Contact:
Weudell Howard
Phone: 317-571-2663
FAX: 317-571-2615
Reference Number: M54-1376 Renewal
03/07/2000
MEDTRONIC PHYSIO-CONTROL CORP.
PRODUCT SUPPORT PLAN
SCHEDULE B
LIFEPAK® 10 DEFIBRILLATOR/MONITOR/PACEMAKER
· Paddle repairs are included. (Paddle attachments am excluded: i.e. pedlatric and anterior attachments).
· Auxiliary Power Supply included when listed on equipment inventory (Schedule A).
· Pacemaker repair is included.
· Case changes are excluded.
· Pacing and patient cables are excluded.
· FAST-PATCH® adapters and QUIK-COMBOTM pacing/defibnllation adapters are included.
· Medtronic Physio-Control® Battery Support System included when listed on equipment inventory (Schedule A).
· Repair coverage for Merittonic Physio-Control® ECG. Pacing and Defibrillation Simulators included.
Medtronic Physio-Controlc~) Battery Pak
· Customer retains the responsibility to perform the battery maintenance and evaluation procedures outlined in the
service manual and to replace batteries that do not pass the conditions outlined under "Discarding/Recycling Batteries."
Batteries failing to meet battery performance tests should be removed from service and properly discarded (recycled).
· ~fcust~merpr~videsevidencethataMedlr~nicPhysi~C~ntr~BatteryPakfai~st~meettheperf~rmancetests
noted above and/or the Battery Pak age exceeds 2 years, Medtronic Physio-Contrnl shall replace said Medtronic
Physio-Comrol Battery Pak (like for like) i.e. FASTPAK for FASTPAK, up to a maximum of 4 Medtronic Physio-Control
BatteD, Paks every two years (including prior Support Plan periods) per LIFEPAK®I 0 defibnllator/monitor/pacemaker
(listed on Schedule A) . To assist in proper recycling and removal of low capacity batteries, replaced Battery. Paks
become the property of Medtronic Physio-Control and must be returned at the time of exchange.
Schednle B Page I
· 04/2~/2000 17:18 FAX ~008
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
EXHIBIT B
Invoice
Date:
Project Name:
Invoice No:
Person
Performing
Service
Service Services Provided Hourly Hours
Date (Describe in detail In one-Rate Worked
tenth hour units)
Total
GRAND TOTAL
I I
Signature
Printed Name
· 04/2?/2000 17:20 FAX
Carreel Fire Department
Reference # M54-1376
MEDTRONIC PHYSIO-CONTROL CORP.
STATEMENT OF SELF-INSURANCE
Medtronlc maintains a comprehensive program of self-Insurance covering all risks, up to $,50
million per claim. This self-insurance program 18 funded In accordanoe with generally recognized
actuarial principles, and compiles with applicable statuton/requirements, directly or, where
required, through fronting arrangements. Medtronlo covenants to, upon reasonable written
request, provide veffilcation that this program Is adequately funded in accordance with generally
recognized actuarial prindples, and that all cJalrn8 are adjusted and paid in a lfrnely manner.
' e4727/2000 17:21 FAX ~016
Notwithstanding anyXhing in the Agreement to the conUsa-y, Medu'onic Physio-Conxrol Corp. shall not
dcfentL iIldennify, nOr hold hamless Customer Or any other pmon or entity ~,m the acts or omissions of
the party chiming indenmity or fxom the acts or omissions of tht patty' s .,uavtoyor; employco; offi~,
undor the direa or indirect conlrol of ffie patty claimin2 indemnity. In lbe event of the joint lhbility of
Medu~nic Fnysio-Control Corp. and any othcl- person or entity, Medtronic Ph!sio-Control's indemnity
shall be llm.ed to its propcxlionate share of fault
October 11, 2000
Mr. Jason McWilliams
MEDTRONIC PHYSIO-CONTROL CORPORATION
11811 Willows Road NE
P.O. Box 97048
Redmond, WA 98073-9748
Dear Mr. McWilliams:
On August 16, 2000, the Board of Public Works and Safety approved a contract to do business
with your company. Enclosed is a fully executed copy of the Agreement for your records.
Please review the enclosed sample invoice (Exhibit B). You do not need to use this specific
form, but we require you to submit the requested information in a similar layout. This format
replaces any other form previously used by the City and is effective upon approval of your
contract.
Please do not hesitate to contact me at 317.571.2413 if you have any questions or concerns.
Sincerely,
COPY
Carfie A. Groce
Deputy Clerk-Treasurer
Enclosure
CC:
Chief Douglas Callahan
Carmel City Fire Department