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