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HomeMy WebLinkAbout2016-637-E Emergency Svc - Physio-Control - Services Contract DocuSign Envelope ID:Eo704241-DAc9-4108-91o2-95053ooc364F 00 Phys�~Co�mm,Uno ' 11811 Willows Road NE P.O. Box 97006 Redmond,VVA 98073-9706 U.S.A. www.physio-cmntrol.com te|8O0.442J142 fax 800.732.0956 To Kim Woodward Quote Number 00044111 ORANGE CiTY EMERGENCY MEDICAL Revision# 1 SERVICES,51(1 MEADOWLAND DR Created Date 6/28/2016 HILLSBOROUGH, NC27278 (919)245-6100 Sales Consultant Lane Rushing kwood*and@on.vmngo.no.us 918-349-4078 FOB Redmond,WA Terms All quotes subject to credit approval and th fo||uwimgtermsendcondiUone NET Terms NET 30 Coverage Period:7/1/1GmG/3017 Payable in Annual Installments Fax:800-772-3340 TerrhnryCmde: 15%DISCOUNT ON ALL ELECTRODES 15%DISCOUNT Expiration Date e/30C2017 1111111 � /N�21001020211111111111111111111111111111111111�00)0w(171m0711)111`1|/ * 50888-000118 zone2:(20m5OmVor(41 /n81wm) 1.00 78.00 0.00 79.00 78.00 L|FEPAK1000 Service' 1YEAR� LP1000'OSPM-1 10.00 377.00 0.00 377.00 3.770.00 On-site Preventative Maintenance. Subtotal 0SD3.Q40.00 Estimated Tax USD 307.92 Estimated Shipping&Handling u$on.00 Grand Total 0SD4.15a.e2 PrVcVm.: Summary Totalls List Price Total 0So3,84g.00 Total Contract Discounts Amount USD 0.00 Total Discount VSoO.00 Trade In Discounts USD 0.00 Tax+S&H USD 307.92 GRAND TOTAL FOR THUS : :NOTE Quote Number:00044111 DocuSign Envelope ID:Eo704241-DAc9-4108-91o2-95053ooc364F USD4.156.82 DocuSigned by: I. pxvs/o-CONTROL, REQUIRES WRITTEN wsn/F/cAunomoF n_ THIS ORDER. A PURCHASE ORDER IS REUUIRED ON ALL CUSTOMER APPROVAL)AUTHC)RIZED SIGNATURE) ORDERS 5,DOO OR GREATER BEFORE APPLICABLE FREIGHT Bonnie Hammersley AND TAXES. THE UNDERSIGNED IS AUTHORIZED TO ACCEPT THIS ORDER IN ACCORDANCE WITH THE TERMS AND PRICES NAME DENOTED HEREIN . county Manager TITLE 11/7/2016 DATE Reference Number SC00300503/103605 General T for all Products.Services d Su Physio-Control, ePhysicif) accept Buyert order expressly conditioned on Buyers assent if, the terms, set forth in this document.Buyers order and acceptance of any portion of the goods,services or subscriptions sh 0 confirm Buyer's acceptance of these terms. Unless specified erwise herein, these terms constitute the complete agreement between the parties.Amendments to this document shall be[in writing and no phor or subsequent acceptance by Seiler of any purchase order, acknowledomeit,or other document from Buyer spec ifyi no different an War ad ciboria!term s shalt be effective un les s s i gned 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. Sates or use taxes on domestic(USA)ditty en es'MN be invoiced in addition to the price of the goods and sentices unless Physio recetves a copy of a valid exemption cerlifcate prior to delivery. Discounts may n ot be combined with other special terms,discounts,an&or promoti ons, Payment. Payment for goods and services shall be subject to approval of credit by Physic.Unless otherwise specified by Physic M writing,the entire payment of an invoice is due thirty (aco days after the invoice date for delirvehes the US,A„ and sight draft or acceptable(confirmed)in'evocaba e letter of credit is required fo r sales outsidethe USA Minimum Order Quantity. Physio reserves the right to charge a service fee for any order less than S200.00. Patent Indemnity. Physio shall indemnify Bdyer and hold it harmless from and against ail demands,ciaims,damages,losses,and expenses, arising out of or resudting, from any action by a third party against Buyer that is based on any claim that the servicit, infringe a Untted States patent copyright, or trademark, or violate a trade secret or any other proprietaqi right of any person or entity. .93,ysigiS, indemntficaton obligations hereunder will be sut4ect to 0)receiving prompt written notice of the existence of any claim; Oi) 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 cif wrongdoing); and (if) receiving fut cooperation of Buyer in the defens e of any claim, Limitation of Interest. Through the purchase of Physic product.,services,or subscriptions,Buyer does not acqure arty interint any tooling,cirauMngs, 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 decomple such products or retated software and Delays. pmysio wit not he ialde for any loss or damage of any t nd due to its failure to perform or delays in ts rierformance resulting from an event b d it. reasonable control,including but not/frrt/temto, acts of Gmm labor disputes,aborr the ui ents of any governmektal authority, war, civd unrest, terrorist acts,delays in manufacture,obtaining any required license or permit, and P'hys o inabilky to obtain goods from its usual sources Limited Warranty. Fthysrlo warrants its products and seririces in accordance with the terms of the limited warrantes located at ht.th;faVevow 3,tvis controi,comiDocureenti, The remedies provided under such warranties shall be Buyer's sole and extust e remedies, Fthysio 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 maintatn the security and confdend atity of kitty identit able health information and agree to comply With applicable federal and state he,ftlir information confidentiality laws Compliance with Law.'The part es agree to comply with any and all VOWS,whet, regulations.I ic ens irug requirements or standards that are now or hereafter promuligated by any local,state. and federal governmental authority/agency or accreditinglachninistrative body that governs or appli es to their r espective duties and obl igations hereunder, Regulatory Requirement for Access to Information. In the event 42 USC 13957,400 Ii(1). is applicable, Physio shall make available to the Secretary of the United States Department of Health and Human Services. the Comptroller G er ast of the United States General Accounting Office,or any of their duly authorized representativ a copy of these terms, such books,documents and records as are n ec ess a ty to certifyth e nature and extent of the costs of the.product and s,ent ices prodded by Ph ys to, No Debarment.Physic,represent and warrants that it and ts dtrectors,officers, and employees a)are not exduded,debarred,or otherwise ineligible to participate in e Peden: health care programs as defined in 42 USC §t 1320a-7 bitt On have not been convicted of a criminal offense retated to the provision of healthcare items or services; and tit ii) are not under investigation 'which may result in Physid being excluded from participation in such programs. Cho ice of Law. The rights and obligations or 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 S located. Al costs and expenses Mooned by the prevailtng party related to enforcement of its lights under this document, inducttng reasonable attorney's fees, shall be reimbursed by th e other patty. Certifications. a,executing this Agreement p^ys/"affirms that Physic)/,and shall remain mcompliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Physio has not been identified,and has not utilized the services m any agent",subcontractor,."the list created»,the State Treasurer pursuant wG.n.,+7-ao.,o. nig""m°^ This Agreement together with any amendments or modifications may be execute electronically. All electronic signatures affixed hereto evidence the intent m the Parties m comply with Article,,^and Article^vm North Carolina General Statute Chapter oo. Quote Number:00044111 DocuSign Envelope ID:ED704241-DAC9-4108-91 D2-95053DDC364F Additional'Terms for Purchase and Safe of Service Plans. In addition to the General'Terms above,the frallownwingterms apply to al II Physio S+er viice Plans. Service Plans. Physio shall provide services according to the applicable Service Plan purchased by Buyer and described at l-uttt./S vrrww^.F)la'yio-cou'ntrcu0..a.om/Seiviir°,ePruncdra.runs,.asp 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 confrquratton of Covered Equipment changes during the Service Pll an subscription, pricing shall be pro- rated 'ac'cordingly. For Preventative Maintenance, inspection Only Comprehensive,. and Repair&Inspect Service Pans, Bvy er 4s responsible to pay for preventative maintenance and inspections that have been performed since the last anniversary of the subscription start date and sur:h service;shall not be pro-rated. Device (inspection Before Acceptance. All devices that are not covered under phyS.µcns.Limited Warranty or a current Service Plan must be inspected and repairred Of necessary)to meet specuifilc.atdons at then-current lust prices, prior to beianp covered under'a Service Plan. Unavailebilirt:'y 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'shilp-in the Equipment to a Physic,service depot. Physic,reserves the right to charge Buyer a surcharge for a return visit. Surcharges 'Mail be based on then-current Physio list price of desired services, less 10SS for labor and "I5'%for parts, plus applicahe travel costs The return visit surcharge eel be in addition to the subscu'ipion price of the Se vice Plan To avoid the surcharge,Buyer may ship devices to a Physic.service Cdepot. Buyer shall be responsdbdl e for r ouncl-tnpfr eight for ship-rn service. Unscheduled or Uncovered Services. If Buyer requests serwvices to be performed on Covered Equipment vvh id'n are not covered by a Sec ice Plan,or are outside of designated Services frequency or hours, P-rysio.Corntrol will charge 13:140'er for such sec ces at 10%off Physio-C'ontrols standard rates(including overtime,if appropriate)and applicable travel charges.Repair parts required for such repairswill be made avail labwleat 16%off the then-current list price. Loaners. df Covered Equipment must be removed from service to complete repairs,Physio wwu91 provide Buyer smith a wraaner device, if one is available..Buyer assumes complete r+. 'ponsibal rage for the loaner and shall return the loaner to Phy'sro drr the same condition as received,normal near a,ndtear exempted,upon the earlier ofthe return ofther'emoverd Covered Equipment or',P'd)yypg,",y request, Cancellation. Buyer may cancel a Service Plan upon sixty (60) days' written notice to Physic,. in the event of such cancellation, Buyer shall be responsible for the portion of the designated price'wvhd edn ecwrresponds 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[crvt ce Pan subscription and for one l;1 g year following pis ex'pirafdon Buyer agrees to not to actively and intentionally solicit anyone,who is employed by Phyrsiato provide services such as those described in the Service Plan. si red sio b 8/11/16 Acc to y -control,Inc. Cus ac neru c botAAA,lt, �' volit-rSt By: 330A33778G7C431... By: Ub:i/ya413/bbh4//... Contract Analyst Bonnie Hammersley Title: Print: Date: 11/4/2016 Title: County Manager Date: 11/7/2016 _11111111/ Quote Number:00044111