HomeMy WebLinkAboutresolution.council.112-04RESOLUTION #
(Series 'of 2004)
A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF
ASPEN, COLORADO, AND MEDTRONIC EMERGENCY RESPONSE
SYSTEMS SETTING FORTH THE TERMS AND CONDITIONS REGARDING
THE PURCHASE OF DEFIBRILLATOR KITSAND AUTHORIZING THE
CITY MANAGER TO EXECUTE SAID CONTRACT
WHEREAS, there has been submitted to the City Council a contract
between the City of ASpen, Colorado, and Medtronic Emergency Response
Systems, a copy of which contract is annexed hereto and made a part thereof.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO!
Section 1
That the City Council of the City of Aspen hereby approves that contract
between the City of Aspen, Colorado, and Medtronic Emergency Response
Systems regarding purchase of defibrillator kits, a copy of which is annexed hereto
and incorporated herein, and does hereby authorize the City Manager of the City
of Aspen to execute said contract on behalf of the City of Aspen.
Dated: ~~/,&~v.~_., / ~. ~~.,,~
- ' Helen'~a-~inNKlan'de~r~, ~Yor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City
Council of the City of Aspen, Colorado, at a meeting held November 8, 2004.
SUPPLY PROCUREMENT AGREEMENT
THIS AGREEMENT, made and entered into, this' 25r" day of October 2004 between
the City of Aspen, Colorado, herein after referred to as the "City'; and Medtronic
Emergency Response Systems hereinafter referred to as the "Vendor". ~.
WITNESSETH, that whereas the City wishes to purchase twenty-two S1-Lifepak CR
Plus Defibrillator Kits, eighteen Semi-recessed wall cabinets, one Lifepak CR Plus Training
System, twelve 2B-Lifepak 500 DPS automated external defibrillator with Adaptiv/Biphasic
waveform for public safety, hereinafter called the UNIT(S) being more fully described and
attached herewith as 'Exhibit A', in accordance with the.terms and conditions outlined in
the Contract Documents and any associated Specifications, and Vendor wishes to sell said
UNIT t° the City as specified in its Bid.
NOW, THEREFORE, the City and the Vendor, for the consideral~ions hereinafter set
forth agree as follows:
Purchase~ Vendor agrees to sell and City agrees to Purchase the UNIT(S) as.
described in the COntract DOcument and more specifically in Vendor's Bid f(~r
the sum of Seventy-Two Thousand Three Hundred Ninety Dollars ($72,390.10).
2. Delivery. (FOB 130 SOuth Galena Street, Aspen, C(~ 81611)
Contract DOcuments. This Agreement shall include all Contract Documents as
the same are listed in the Invitation to Bid and Said Contract Document are
hereby made a part of this Agreement as if fully set out at length herein.
4. Warranties. See Exhibit C
Successors and Assigns. This Agreement and all of the covenants hereof shall
inure to the benefit of and be binding upon the City and the Vendor respectively
and their agents, representatives, employee, successors, assigns and legal
representatives. Neither the City nor the Vendor shall have the right to assign,
transfer or sublet its interest or obligations hereunder without the written consent
of the other party.
Third Parties. This Agreement does not and shall not be deemed or construed to
confer upon or grant to any third party or parties,, except to parties to whom
Vendor or City may as~;ign this Agreement in accb~dance with the specific
written permission, any right to claim damages or to bring any suit, action or
other proceeding against either the City or Vendor because of any breach hereof
or because of any of the terms, covenants, agreements or conditions herein
contained.
Waivers. No waiver of default by either party of any of the terms, covenants or
conditions hereof to be performed, kept and observed by the other party shall be
construed, or operate as, a waiver of any subsequent default of any of the terms,
covenants or conditions herein contai ~ned, to be performed, kept and observed
by the other party. .,,
Agreement Made in Colorado. The parties agree that this Agreement was made
in accOrdance with the Iaws of tge state of COlOradO and Shall be so Construed.
Venueis agreed to be exclusively in the courts of Pitkin County, COlorado.
Attorney"s Fees. In the event that legal action is necessary to enforce any of the
provisions of this Agreement, the Prevailing party shall be entitled to its costs
and reasonable attorney's fees.
10. Waiver of Presumption. This Agreement was negotiated an~l reviewed through
the mutual efforts of the parties hereto and the parties agree that no construction
shall be made or presumption shall arise for or against either party based on any
alleged unequal status of the parties in the negotiation, review or drafting of the
Agreement.
11. Certification Regarding Debarment~ Suspension, Ineligibilityt and Voluntary
Exclusion. Vendor certifies, by acceptance ~f~his ,~ree~ent, t~at neither it nor
its principals is presently debarred, suspended, proposed for debarment,
declared ineligible or voluntarily excluded from participation in any transaction
with a Federal or State department or agency~ It further certifies that prior to
submitting its Bid that it did include this cia.use without modification in all lower.
tier transactions, solicitations, proposals, contracts and subcontracts. In the
event that VendOr or any lower tier participant was unable to certify to the
statement, an explanation was attached to the Bid and was determined by the
City to be satisfactory to the City.
12. Warranties Against Contingent Feest Gratuities'~ Kickbacks and Conflicts of
Interest. Vendor warrants that no person or Selling agency has been employed
or retained to solicit or secure this Contract upon an agreement or understanding
for a commission, percentage, brokerage, or contingent fee, excepting bona fide
employees or bona fide established commercial or selling agencies maintained
by the Vendor for the purpose of securing business.
Vendor agrees not to give any employee of the City ~'gratuity or any offer 'of
employment in connection with any decision, approval, disapproval, recommendation,
preparation of any part of a program requirement or a purchase request, influencing the
content of any specification or procurement standard, rendering advice, investigation,
auditing, or in any other advisory capacity in any proceeding or application, request for
ruling, determination, claim or controversy, or other particular matter, pertaining to this
Agreement, or to any solicitation or proposal therefore.
Vendor represents that no official, officer, employee or representative of the City
during the term of this Agreement has or one (1) year thereafter shall have any 'interest,
direct or indirect, in this Agreement or the proceeds thereof, except those that may have
been disclosed at the time City Council approved the execution of this Agreement.
In addition to other remedies it may have for breach of the prohibitions against
contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right to:
2.
3.
4.
Cancel this Purchase Agreement without any liability by the City;
Debar or suspend the offending parties from being a vendor,
contractor or subcontractor under City contracts;.
Deduct from the contract price or consideration, or otherwise recover,
the value of anythi'ng transferred or received by the Vendor; and
Recover such value from the offending parties.
13. Termination for Default or for Convenience of City. The sale contemplated by
this Agreement may be canceled by the City prior to acceptance by the City
whenever ~or any reason and in its sole discretion the City shall determine that
such cancellation is in its best interests and convenience.
14. Fund Availability. Financial obligations of the City payable after the current
fiscal year are contingent upon funds for that Purpose being appropriated,
budgeted and otherwise made available. If this Agreement contemplates the
City utilizing state or federal funds to meet its obligations herein, this Agi'eement
shall be contingent upon the availability of those funds for payment pursuant to
the terms of this Agreement.
15. City Council Approval. If this Agreement requires the City to pay an amount of
money in excess of $10,000.00 it shall not be deemed valid until it has been
approved by the City Council of the City of Aspen.
16. Non-Discrimination. No discrimination because of race, color, creed, sex,
marital status, affectional or sexual orientation, family responsibility, national
origin, ancestry, handicap, or religion shall be made in the employment of
persons to perform under this Agreement. Vendorag~:ees to meet all of the
requirements of City's municipal code, Section 13-'98, pertaining to
nondiscrimination in employment. Vendor further agrees to comply with the
letter and the spirit of the Colorado Antidiscrimination Act of 1957, as amended,
and other applicable state and federal laws respecting discrimination and unfair
employment practices.
17.
Integration and Modification. This written Agreement along with all Contract
Documents shall constitute the COntraCt between the Parties and supersedes or
incorporates any prior written and oral agreements of the parties. In addition,
vendor understands that no City official or employee, other than the Mayor and ~
City Council acting as a body at a council meeting, has authority to.enter into an
Agreement or to modify the terms of the Agreement on behalf of th~City. Any
such Agreemen,t or modification to this Agreement must be in writing and be
executed by the parties hereto.
18.Authorized Representative. The undersigned representative of Vendor, as an
inducement to the City to execute this Agreement, represents that he/she is an
authorized representative of Vendor for the Purposes of executing this
Agreement and that he/she has full and complete authority to enter into this
Agreement for the terms and conditions specified herein.
IN WITNESS WHEREOF., The City and the Vendor, respectively have caused this
Agreement to be duly executed the day .and year first herein written in three (3) copies, all
of which, to all intents and purposes, shall be considered as the Original.
FOR THE CITY OF ASPEN:
A'FI'EST:
VENDOR:
Medtronic Emergency Response Symtems '¢'L..
Title
To:
Matt Burg
ASPEN POLICE DEPT
506 E MAIN ST STE 102
ASPEN, CO 81611
Phone: (970) 920-5253
mattb@ci.aspen.co.us
Contract: None
Medtronic Emergency Response Systems
11811 Willows Road NE
P.O. Box 97023
Redmond, WA 98073~9723 U.S.A
www. medtronic-ers.com
www. medtronic.com
tel 800.442.1142
fax 800.732.0956
Quote~:
Rev~:
Quote Date:
Sales COnsultant:
FOB:
Shipping:
Terms:
1-CSHHE
1
09/30/2004
Nikki Kroner
800-442-1142 x 2793
Redmond, WA
30 Days
Net 30, all quotes subject to credit approval
and the following terms & conditions
Exp Date: 11 ~30~2004
80403-000002
11998-000292
11250-000031
99401-000840
SI-LIFEPAK CR Plus Defibrillator Kit 22
Semi-automatic operation ICheck for Pulse).
Includes 2 pair QUIK-PAK
pacing/defibrillation/ECG electrodes with Redi-
Pak preconnect system, 1 CHARGE PAK, AMBU
Mask and 1 protocol card installed in the device.
Also includes operating instructions, orientation
video, carrying case, AED Program
implementation starter kit and accessories
catalog. Compatible with Infant/Child Reduced
Energy Defibrillation Electrodes. Five year
warranty.
$2,195.00 $300.00 $1,895,00 $41,690.00
Semi-recessed wall cabinet 18 $267.00
Works with LIFEPAK 500 and includes optional CR
Plus mounting bracket. Steel finish wall cabinet
with white trim. Partially recess (3") trim style.
LIFEPAK CR Plus Training System 1 $325.00
Includes AED Trainer, remote control and cable,
simulated CHARGE-PAK, 5 sets of training
electrodes, carrying case, shock button cover,
operating instructions and batteries for the trainer
and remote control, Mimics semi-automatic and
automatic operation
2B-LIFEPAK 500 DPS automated 12
external defibrillator with
Adaptiv/Biphasic waveform for public
safety
WITH 2-BUTTON OPERATION AND NO AUDIO
RECORDING.. Includes operating instructions,
inservice video and one set of Setup instructions
with each order.
$40.05
$50.00
$226.95
$275.00
$4,085.10
$275.00
$3,195.00 $1,000.00 $2,195.00 $26,340.00
3
.Quote Products (continued!
Quote~:
RevS:
Quote Date:
1-CSHHE
1
09/30/2004
Also includes: two pair QUIK-COMBO
pacing/defibrillation/ECG electrodes with REDI-
PAK preconnect system, charcoal color lithium
battery, Ambu Res-Cue Mask First Responder Kit
and Complete soft shell carrying case with
"stealth" non-reflective surface. Compatible with
Infant/Child Reduced Energy Defibrillation
Electrodes. Five Year Warranty,
GRAND TOTAL
$72,390.10
Pricing Summary Totals
List Price: $91.761.00
Cash Discounts: - $19.370.90
GRAND TOTAL FOR THIS QUOTE $72,390.10
TO PLACE AN ORDER, PLEASE FAX A COPY OF THE QUOTE/PURCHASE ORDER TO FAX # 800-732-
0956, A TTN: SALES SUPPORT.
MEDTRONIC REQUIRES WRITTEN VERIFICATION OF THE
ORDER OR A PURCHASE ORDER. PLEASE CHECK ONE:
__ PURCHASER HAS A PURCHASE ORDER SYSTEM. NAME
__ PURCHASER DOES NOT HAVE A PURCH,~SE ORDER
SYSTEM AND THE UNDERSIGNED IS AUTHORIZED TO TITLE
ACCEPT THIS ORDER ON THE TERMS AND PRICES '
QUOTED HEREIN. SIGN TO THE RIGHT: DATE
CUSTOMER APPROVAL(SIGNATURE)
Ref. Code: BB//1-7JWLS
Notes:
TAXES. FREIGHT AND HANDLING FEES WILl BE ADDED AT TIME OF SHIPMENT, IF APPLICABLE.
ABOVE PRICING VALID ON LY IF QUOTE IS PURCHASED IN ITS ENTIRETY (OPT ONAL TEMS NOT REQU RED).
IF QUOTE REFLECTS TRADE-IN VALUES;CUSTOMER ASSUMES RESPONs B L TY FORSRIPMENT OF TRADE-IN UNITS TO
MEDTRONIC EMERGENCY RESPO~"$~' Sy'S'r'EMS.
FOR ADDITIONAL PRODUCT INFORMATION PLEASE VISIT US AT www. medtronic-ers.com/products/AND www. biphasic,com
4
To:
Matt Burg
ASPEN POLICE DEPT
506 E MAIN ST STE 102
ASPEN. CO 81611
Phone: (970) 920-5253
mattb@ci.aspen.co.us
Contract: None
EXHIBIT
Page 1
A
Medtronic Emergency Response Systems
11811 Willows'Road NE
P.O. Box 97023
Redmond, WA 98073-9723 LI.S.A
www,medtronic-ers.com
www,medtronic.com
tel 800.442.1142
fax 800,732.0956
Quote#:
Rev"~:
Quote Date:
Sales Consultant:
FOB:
Shipping:
Terms:
Exp Date:
1-CSHHE
1
09/30/2004
Nikki Kroner
800-442-1142 x 2793
Redmond, WA
30 Days
Net 30, all quotes subject to credit approval
and the following terms & conditions
11130/2004
80403-000002
11998-000292
11250-000031
99401-000840
S1-LIFEPAK CR Plus Defibrillator Kit 22
Semi-automatic operation (Check for Pulse).
Includes 2 pair QUlK-PAK
pacing/defibrillation/ECG electrodes with Redi-
Pak preconnect system, 1 CHARGE PAK, AMBU
Mask and I protocol card installed in the device.
Also includes operating instructions, orientation
video, carrying case, AED Program
implementation starter kit and accessories
catalog. Compatible with Infant/Child Reduced
Energy Defibrillation Electrodes., Five Year
warranty.
Semi-recessed wall cabinet 18
Works with LIFEPAK 500 and includes optional CR
Plus mounting bracket, Steel finish wall cabinet
with white trim. Partially recess (3") trim style.
LIFEPAK CR Plus Training System 1
Includes AED Trainer, remote control and cable,
simulated CHARGE-PAK, 5 sets Of training
el~ctrodes,'can'ying case, shock button cover,
operating instructions and batteries for the trainer
and remote control. Mimics semi-automatic and
automatic operation
2B-LIFEPAK 500 DPS automated 12
external defibrillator with
Ada ptiv/Biphasic waveform for public
safety
VVITH 2-BUTTON OPERATION AND NO AUDIO
RECORDING.. Includes operating instructions
inservice video and one set of Setup instructions
with each order.
$2,195.00 $300.00 $1.895.00 $41,690.00
$267.00
$40.05 $226.95 $4,085.10
$325.00 $50.00 $275,00 $275.00
$3,195.00 $1.000.00 $2.195.00 $26,340.00
~uote Products (continued~
EXHIBIT A
Page 2
Quote~:
Re~:
Quote Date:
1-CSHHE
09/30/2004
Also includes: two pair QUIK-COMBO
pacing/defibrillation/ECG electrodes with REDI-
PAK preconnect system, charCOal COlor lithium
battery, Ambu Res-Cue Mask First Responder Kit
and Complete soft shell carrying case with
"stealth" non-refleCtive.surface. Compatible with
Infant/Child Red'~ced Energy Defibrillation
Electrodes. Fi~e Year Warranty.
GRAND TOTAL
Pricing Summary Totals
List Price:
Cash Discounts:
GRAND TOTAL FOR THIS QUOTE
$72,390.10
$91'361.00
- $19,370.90
$72,390.10'.
4
TERMS OF SALE
General Terms
Medtronic Emergency Response Systems ("Medtronic') acceptance of the Buyer's order is expressly conditioned on the Buyer's assent to
the terms set forth in this document and its attachments. Medtronic agrees to furnish the goods and services ordered by the Buyer only on
these terms, and the Buyer's acceptance of any portion of the goods and services covered by this document shall confirm their acceptance
by the Buyer. These terms constitute the complete agreement between the parties and they shall govern any conflicting or ambiguous terms
on the Buyer's pumhese order or on other documents submitted to Medtronic by the Buyer. Them terms may only be revised or amended by
a written agreement signed by an authorized representative of both parties.
Pricing
Unless otherwise indicated in this document, prices of goods and services covered by this document shall be Medtrenic standard prices in
effect at the time of delivery. 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 covered by this document. Sales or use taxes on domestic (USA)
deliveries will be invoiced in addition to the price of the goods and services covered by this document unless Medtronic receives a copy of a
valid an exemption certificate prior to delivery. Please forward your tax exemption certificate to the Medtronic Tax Department P.O. Box
97006, Redmond, Washington 98073-9706. ~
Payment
Unless otherwise indicated in this document or otherwise confirmed by Medtronic in writing, payment for goods and services supplied by
Medtronic shall be subject to the following terms:
Domestic (USA) Sales - Upon approval of credit by Medtronic, 100% of invoice due thirty (30) days after invoice date.
Intemational Sales - Sight draft or acceptable (confirmed) irrevocable letter of credit.
Medtronic may change the terms of payment at any time prior to delivery by providing written notice to the Buyer. Medtronic reserves the
right to charge a 15% restocking fee for returns.
Delivery
Unless otherwise indicated in this document, delivery shall be FOB Medtronic point of shipment and title and risk of loss shall pass to the
Buyer at that point. Partial deliveries may be made and partial invoices shall be
permitted and shall become due in accordance with the
payment terms. In the absence of shipping instructions from the Buyer. Medtronic will obtain transportation on the Buyer's behalf and for the
Buyers acCount.
Delays
Delivery dates are approximate. Medtronic will not be liable for any loss or damage of any kind due to delays in delivery or non-delivery
resulting from any cause beyond its reasonable control, including but not limited to, acts of Ged, labor disputes, the requirements of any
governmental authority, war, civil unrest, terrorist acts, delays in manufacture, obtaining any required license or permit, and Medtronic
inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of Medtronic and the Buyer's agreement
and the delivery dates shall be extended for the length of such delay.
Inspections
Claims by the Buyer for damage to or shortages of goods delivered shall be made within thirty (30) days after shipment by providing
Medtronic with written notice of any deficiency. Payment is not contingent upon immediate correction of any deficiencies and Medtronic prior
approval is required before the return of any goods to Medtronic.
Warranty
Medtronic warrants its products in accordance with the terms of the standard Medtronic product warranty applicable to the product to be
supplied, and the remedies provided under such warranty shali be the Buyers sole and exclusive remedies Medtron c make
warranties, express or implied, Including, without limitation N~ ~-~,~, ........... ........ ....... : s no other
PARTICULAR PURPOSE~ AND IN NO i~ve~rr ~.~, ..~,.,_..,~..~_ ~m~_~ ur ~va ~.~:UAi~'!iABiLITY OR FITNESS FOR A
OTHER DAMAGES. _ .......... L Wino I'KONIC BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
Patent & indemnity
Upon receipt of prompt notice from the Buyer and with the Buyer's authority and assistance, Medtronic agrees to defend, indemnify and hold
patent.the Buyer harmless against any claim that the Medtronic products covered by this document directly infdnge any United States of America
Miscellaneous
a) The Buyer agrees that products purchased hereunder will not be reshipped or resold to any 0ersons or places prohibited by the laws of the
United States of America.
b) Through The purchase of Medtronic products, the Buyer does not acquire any interest in any tooling, drawings, design information,
computer programming, patents or copyrighted or confidential information related to said products, and the Buyer expressly agrees not to
reverse engineer or decompile such products or related software and information.
c) The dghts and obligations of Medtronic and the Buyer related to the purchase and sale of products and services described in this
dc, c, ument shall he anverned hv the lawR of the. ,~tate ~ Wa.Rhinatc)n. United Rtat~ of America. All CO~RtR and exnen.Re.~ inc..rred hv the
5