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Home My WebLink About2014-228 Health - Care Fusion for providing OCHD with its products $1,510 [Departmental Use Only] TITLE CareFusion FY 2013-14 ORANGE COUNTY CONTRACT UNDER $15,000.00 NORTH CAROLINA ,, THIS AGREEMENT, made and entered into this'16`h day of April, 2014, ("Effective Date") by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"), party of the first part; and CareFusion 211, Inc. (the "Provider"), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Products as described in Exhibit A "Quatation/Purchase Agreement" and of which is attached and hereby incorporated by reference. The term of this agreement rendered shall be from April 16, 2014 to June 18, 2014. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed one thousand five hundred and ten dollars, ($1,510.00). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent Provider, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf.of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are Revised 9/13 1 described in the Orange County Risk. Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://orangecouniync.gov/purchasing,/contracts.asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all third party losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees)arising from bodily injury, including death,to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. 7. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 8. Priority: In determining the terms of this Agreement and basic services to be provided, should any documents be referenced in this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement including section 25(g) of Exhibit A. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including',but not limited to all anti-discrimination laws. Pursuant to the terms of North Carolina General Statute 1,53A-449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes, 10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. 11. Delivery: The Provider shall deliver the Products to the County at the place listed in Quotation/Purchase Agreement. Products shall be delivered FOB: Destination and shall "break the seal" or "click to accept" license agreement associated with the licensed product(s). The license agreement is included with the licensed product(s) and County will have the opportunity to read it before opening or installing. If unacceptable, County may return the licensed product(s)within 10 days of receipt for a refund. Revised 9/13 2 [SIGNATURE PAGE TO FOLLOW] IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANG O T PROVIDER By: By: ristopher Legault ounty anager Title: nager, Contracts 200 S. Cameron St. CareFusion 11, Inc. P.O. Box 8181 22745 Savi Ranch Parkway Hillsborough,NC 27278 Yorba Linda, CA 92887-4645 This instrument has been approved as to technical content. X&<— Colleen Bridger, MPH, Ph.D, DepiAment Director el This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. - m V'� /I, A" Office of the Chief Financial Officer This i 4theunsty een approved as to form and legal sufficiency. Offic Att ey Revised 9/13 3 Exhibit A REF: Quotation/Purchase Agreement Car union QUOTATION/PURCHASE AGREEMENT CareFusion 211, Inc. 22745 Savi Ranch Parkway Yorba Linda, CA 92887-4645 800-231-2466 ext 7469 Fax: 800-561-7556 Email: GMB-RespOrders @carefusion.com FEIN: 16-1721349 Attn: COSY AUSTIN, Date: 4/16/2014 Quotation No: TMI003411 ORANGE COUNTY validity: 6/18/2014 Payment Terms: 10/50/n30 HEALTH DEPARTMENT FOB Point: SHIPPOINT 10%Deposit: 151.00 300 WEST TRYON STREET Tel: 919-245-2424 50%on Installation: 755.00 HILLSBOROUGH, NC 27278 Fax: Balance 30 Days: 604.00 Basic Configuration: Qty Part Number List Price Extended Price SMOKFCHFCK 3 36-SCOI-STK 450.00 1,350.00 The SmokeCheck"is a low cost breath CO monitor featuring four ranges of CO levels on the LCD custom display.Conversion of PPM results to%COHB is easily done using the SmokeCheckT"'s smoking cessation guide chart provided. After exhalation,the CO range is instantly displayed: 0 to 6 ppm and green light will indicate a nonsmoker,7 to 10 ppm and amber light will indicate a light smoker 11 to 20 ppm,Red light will Indicate a moderate smoker 20+ppm,Red flashing light with audible alarm will indicate a heavy smoker.The Smokecheck CO monitor Is supplied in a hard shell carry case containing the following components and accessories:SmokeCheck monitor with carry strap,Disposable cardboard mouthpieces x 4, Mouthpiece adaptor,Operating manual,9V battery,Calibration tool,Reducing connector for calibration,CO measurement table. MIATRTC MOUTHPTFCF Sn _ - 5 36-PSA1200 32.00 160.00 Pediatric disposable cardboard Mouthpiece(Box of 250) PLEASE REVIEW NEXT PAGE FOR PAYMENT OPTIONS AND ADDITIONAL COMMENTS Rpt:D_UNIT_P-rev 01/08/13 Page 1 of 4 Exhibit A REF: Quotation/Purchase Agreement Attn: CORY AUSTIN, Date: 4/16/2014 Quotation No: TMI003411 ORANGE COUNTY validity: 6/18/2014 Payment Terms: 10/50/n30 HEALTH DEPARTMENT FOB Point: SHIPPOINT 10%Deposit: 151.00 300 WEST TRYON STREET Tel. 919-245-2424 50"/o on Installation: 755.00 HILLSBOROUGH, NC 27278 Fax: Balance 30 Days: 604.00 Total List Price PRODUCT TOTAL(Excl.Freight,Insurance,All Taxes, Duties): $1,510.00 Customers that purchase their own computer(s)may incur additional charges involved for on-site visits and/or changes to the operating system. All software is validated on CareFusion approved configurations,and therefore,CareFusion cannot accept responsibility to validate information generated from customer supplied computers. Customer supplied computers may not be compatible and may void all warranties. This quotation includes one year full parts and labor warranty Sale is subject to credit approval. Computer configurations are subject to availability. CareFusion Corporation may substitute equivalent models at our discretion Installation Contact(if applicable) Contact Name: Dept: Phone: Email: Preferred Installation Dates) (Pending Available Carefus/on Field Installation Personnel) Please include installation paint of contact information on your purchase order Delivery Requirement Freight delivery assumes that a loading dock is available for delivery and that receiving facility's staff i CareFusion Sales Representative responsible for moving the equipment once it leaves the truck. TONY MINTER 800 231-2466 ext7469 Trucks with lift gates and inside delivery are available but must be specified on the P.O. or on thlf signed quote. Unpacking/Uncrating requirements must also be stated on the purchase order (Additional charges may apply) Purchaser's Signature Purchaser's Signature Please Note: If the delivery location is different than the address on this quote, you must .specify thi Title Date delivery address on the P.O.or on this signed quote. Rpt:D_UNIT_P-rev 01/08/13 Page 2 of 4 Exhibit A REF: Quotation/Purchase Agreement QUOTATION/PURCHASE AGREEMENT CareFusion CareFusion 211, Inc. 22745 Savi Ranch Parkway Yorba Linda, CA 92887-4645 800-231-2466 ext 7469 Fax: 800-561-7556 Email:GMB-RespOrders @carefusion.com FEIN: 16-1721349 Attn: COSY AUSTIN, Date: 4/16/2014 Quotation No: TMI003411 ORANGE COUNTY Validity: 6/18/2014 Payment Terms: 10/50/n30 HEALTH DEPARTMENT FOB Point: SHIPPOINT 10%Deposit: 151.00 300 WEST TRYON STREET Tel: 919-245-2424 500/o on Installation: 755.00 HILLSBOROUGH, NC 27278 Fax: Balance 30 Days: 604.00 Basic Configuration: Qty Part Number List Price Extended Price SMOKFCHECK 3 36-SCOT-57K 450.00 1,350.00 The Smokecheck'"is a low cost breath CO monitor featuring four ranges of CA levels on the LCD custom display.Conversion of PPM results to%COHB is easily done using the Smokecheck'"'s smoking cessation guide chart provided. After exhalation,the CO range is instantly displayed: 0 to 6 ppm and green light will indicate a nonsmoker,7 to 10 ppm and amber light will indicate a light smoker 11 to 20 ppm,Red light will indicate a moderate smoker 20+ppm,Red flashing light with audible alarm will indicate a heavy smoker.The Smokecheck CO monitor is supplied in a hard shell carry case containing the following components and accessories:Smokecheck monitor with carry strap,Disposable cardboard mouthpieces x 4, Mouthpiece adaptor,Operating manual,9V battery,Calibration tool,Reducing connector for calibration,CO measurement table. PFDTATRTC M(NfTHPTFCF 250 5 36-PSA1200 32.00 160.00 Pediatric disposable cardboard Mouthpiece(Box of 250) PLEASE REVIEW NEXT PAGE FOR PAYMENT OPTIONS AND ADDITIONAL COMMENTS i Rpt:D_UNIT_P-rev 01/08/13 Page 1 of 4 Exhibit A REF: Quotation/Purchase Agreement Attn: CORY AUSTIN, Date: 4/16/2014 Quotation No: TMI003411 ORANGE COUNTY Validity: 6/18/2014 Payment Terms: 10/50/n30 HEALTH DEPARTMENT FOR Pant: SHIPPOINT 10%Deposit: 151.00 300 WEST TRYON STREET Tel: 919-245-2424 50%on installation: 755.00 HILLSBOROUGH, NC 27278 Fax: Balance 30 Days: 604.00 Total List Price PRODUCT TOTAL(Excl.Freight,Insurance,All Taxes, Duties): $1,510.00 Customers that purchase their own computer(s)may incur additional charges involved for on-site visits and/or changes to the operating system. Alf software is validated on CareFusion approved configurations,and therefore,CareFusion cannot accept responsibility to validate information generated from customer supplied computers. Customer supplied computers may not be compatible and may void all warranties. This quotation includes one year full parts and labor warranty Sale is subject to credit approval. Computer configurations are subject to availability. CareFusion Corporation may substitute equivalent models at our discretion Installation Contact(if applicable) Contact Name: Dept: Phone: Email: Preferred Installation Date(s) (Pending Available CareFusion Field Installation Personnel) Please include installation point of contact information on your purchase order Delivery Requirement Freight delivery assumes that a loading dock is available for delivery and that receiving facility's staff i CareFusion Sales Representative responsible for moving the equipment once it leaves the truck. TONY MINTER 800 231-2466 ext7469 Trucks with lift gates and inside delivery are available but must be specified on the P.O. or on thi: signed quote. Unpacking/uncrating requirements must also be stated on the purchase order (Additional charges may apply) purchaser's Signature Purchaser's signature Please Note: If the delivery location is different than the address on this quote, you must (specify the Title Date delivery address on the P.O.or on this signed quote. Rpt:D_UNIT_P-rev 01/08/13 Page 2 of 4 MEMORANDUM OF INSURANCE DATE 6/7/2013 THIS MEMORANDUM OF INSURANCE IS FOR AUTHORIZED VIEWERS ONLY. USE,DUPLICATION OR ALTERATION OF THIS DOCUMENT,WITHOUT THE SPECIFIC WRITTEN CONSENT OF THE INSURED,IS EXPRESSLY PROHIBITED.THIS MEMORANDUM IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT EXTEND, ALTER OR AMMEND THE COVERAGE NOTED OR CONFER RIGHTS UPON ANY VIEWER OR OTHER PARTY.COVERAGE DESCRIBED BELOW IS AS OF THE ABOVE DATE. PRODUCER Lockton Companies,LLC NE 1185 Avenue of the Americas,Suite 2010 New York 10036 COMPANIES AFFORDING COVERAGE 646-572-7300 INSURED CAREFUSION CORPORATION COMPANY A:Arch Insurance Com an 1319638 3750 TORREY VIEW COURT COMPANY B:Columbia Casualty Company SAN DIEGO CA 92130 COMPANY C:ACE Property&Casualty Insurance Co COMPANY D: COMPANY E: COVERAGES CARFU01 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY EACH OCCURENCE $ 2,000,000 A COMMERCIAL GENERAL LL413II.ITY OCURRENCRENCE 11 GPP4963904 6/30/2013 6/30/2014 FIRE DAMAGE(Any one fire) $ 2,000,000 GEN'L AGG LIMIT APPLIES PER: POLICY MED EXP(Any one person) $ 10,000 -PERSONAL&ADV INJURY $ 2 000 000 GENERAL AGGREGATE $ 4:000:000 PRODUCTS-COMP/OP AGG $ Excluded AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT A ANY AUTO 11CAB4964004(AOS) 6/30/2013 6/30/2014 (Ea accident) $ 2,000,000 A I I CAB4964104(MA) 6/30/2013 6/30/2014 BODILY INJURY (Per person) $ X 'N)CXXXX BODILY INJURY $ }{J{X (Per accident) PROPERTY DAMAGE (Per accident) $ XXXXXXX GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ XXXXXXX NOT APPLICABLE OTHER THAN $ )CCXXXXX AUTO ONLY: $ XXXXXXX EXCESS LIABILITY EACH OCCURRENCE $ C OCCURENCE 627052058 6/30/2013 6/30/2014 AGGREGATE $ C Excludes Products Liability $ XXXXXXX A WORKERS COMPENSATION/ 11 WCI4964204 6/30/2013 6/30/2014 WORKERS COMP LIMITS STATUTORY EMPLOYERS'LIABILITY E.L.EACH ACCIDENT $ 2,000,000 E.L.DISEASE-EA EMPLOYEE $ 2 000 000 E.L.DISEASE-POLICY LIMIT $ 2,000,000 B RODUCT LIABILITY ADT 4016081686 6/30/2013 6/30/2014 $7.5MM Each Claim LAIMS MADE COVERAGE $7.5MM Each Aggregate SIR of$2,500,000 ADDITIONAL INFORMATION REFER TO ADDENDUM FOR ADDITIONAL INFORMATION FOR INFORMATION PURPOSES ONLY. Form 1 Edition Date:01/13 CAREFUSION CORPORATION EXHIBIT INSURER D) SYNDICATE 2623/623 AT LLOYD'S PROFESSIONAL LIABILITY INSURANCE POLICY #MEDTE1200884 POLICY PERIOD: AUGUST 31, 2012 TO AUGUST 31, 2013 LIMIT OF LIABILITY: $10,000,000 EACH CLAIM SIR: $250,000 EACH CLAIM $500,000 EACH MULTI-CLAIMANT/SYSTEM FAILURE E) NATIONAL FIRE & MARINE INSURANCE COMPANY EXCESS PRODUCTS LIABILITY- CLAIMS MADE POLICY #42 XSF 100009 01 POLICY PERIOD: JUNE 30, 2013 TO JUNE 30, 2014 LIMIT OF LIABILITY: $5,000,000 PER OCCURRENCE $5,000,000 GENERAL AGGREGATE $5,000,000 PRODUCTS/ COMPLETED OPERATIONS AGGREGATE Miscellaneous Attachment:M466365 Master ID:0 MEMORANDUM OF INSURANCE ADDENDUM ADDITIONAL INFORMATION AS RESPECTS NON-PRODUCTS GENERAL LIABILITY POLICY: Additional Insured - Blanket-Where Required by Contract Endorsement Additional Insured -Managers or Lessors of Premises Endorsement Any insurance provided to an Additional Insured shall not exceed the scope of coverage and/or limits required within the contract or agreement. AS RESPECTS THE AUTOMOBILE LIABILITY POLICY: Blanket Additional Insured Endorsement-where required by written contract with respect to liability arising out of the ownership, maintenance or use of a covered auto. Lessor-Additional Insured Endorsement Auto Comprehensive and Collision Coverage is self-insured for all owned/leased/rented vehicles. AS RESPECTS PRODUCT LIABILITY: Additional Insured Primary Coverage-any person or organization for whom CareFusion has agreed under written contract or agreement to provide insurance, subject to the terms and conditions of the policy. Additional Insured-any person or organization for whom CareFusion has agreed under written contract or agreement to provide coverage as an additional insured subject to the terms and conditions of the policy. This coverage does not apply to a Hospitals or Other Medical Facilities professional practice error and/or malpractice. AS RESPECTS NON-PRODUCTS GENERAL LIABILITY,AUTOMOBILE LIABILITY,WORKERS- COMPENSATION POLICIES AND PRODUCTS LIABILITY POLICIES: Waiver of Subrogation is permitted as required by written contract or agreement executed prior to loss and in accordance with the terms, conditions and exclusions of the applicable policies. AS RESPECTS ALL POLICIES: The full limits evidenced in the Memorandum of Insurance above may not apply to all authorized viewers and lesser limits may apply in accordance with the terms and conditions of the applicable executed written contract or agreement with CareFusion Corporation.All Additional Insured/Waiver of Subrogation extensions are subject to the terms and conditions of each individual policy. NAMED INSURED LISTING FOR JUNE 30,2013-JUNE 30, 2014 INCLUDES BUT IS NOT LIMITED TO THE FOLLOWING: Bird Products Corporation Cardal II, LLC CareFusion 202, Inc., a/k/a Cardinal Health 202, Inc., f/k/a VIASYS Healthcare, Inc. CareFusion 203, Inc., a/k/a Cardinal Health 203, Inc.,f/k/a Pulmonetic Systems, Inc. CareFusion 205, Inc., a/k/a Cardinal Health 205, Inc.,f/k/a Tiara Medical Systems, Inc. CareFusion 206, Inc., a/k/a Cardinal Health 206, Inc.,f/k/a VIASYS International Corporation CareFusion 207, Inc., a/k/a Cardinal Health 207, Inc., f/k/a VIASYS Manufacturing, Inc. CareFusion 209, Inc., a/k/a Cardinal Health 209, Inc.,f/k/a VIASYS NeuroCare, Inc. CareFusion 211, Inc., a/k/a Cardinal Health 211, Inc.,f/k/a VIASYS Respiratory Care, Inc. CareFusion 212, LLC, a/k/a Cardinal Health 212, LLC, f/k/a VIASYS Sleep Systems, LLC CareFusion 213, LLC, a/k/a Cardinal Health 213, LLC CareFusion 303, Inc., a/k/a Cardinal Health 303, Inc.,f/k/a Alaris Medical Systems, Inc. CareFusion 304, LLC, a/k/a Cardinal Health 304, LLC Miscellaneous Attachment:M455375 Master ID:0 CareFusion 2200, Inc, a/k/a Cardinal Health CMP 200, Inc. CareFusion 2201, Inc., a/k/a Cardinal Health CMP 201, Inc. CareFusion Manufacturing, LLC,a/k/a Cardinal Health Manufacturing, LLC CareFusion Resources, LLC, a/k/a Cardinal Health Resources, LLC CareFusion Solutions, LLC a/k/a Cardinal Health Solutions, Inc. CareFusion Corporation CareFusion EIT, LLC EME Medical, Inc. Enturican, Inc. IVAC Overseas Holding L.P. Medegen Holdings, LLC Medegen, Inc. Medegen, LLC Medegen MMS Acquisition Corporation Nitric BioTherapedeutics, Inc. PhACTS, LLC SensorMedics Corporation VIASYS Holdings, Inc. VIASYS Polymer Products, LLC VubiQ, Inc. The Memorandum of Insurance serves solely to list insurance policies,limits and dates of coverage.Any modifications hereto are not authorized Miscellaneous Attachment:M455375 Master ID:0