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Home My WebLink AboutL. PAYMENT TO HORIBA MEDICAL FOR INSTRUMENT MAINTENANCE` ~ ' City of Port Arthur, Texas Mayor and City Council Communication Date REFERENCE SUBJECT: Recommendation to approve the payment of the PAGE NUMBER annual maintenance agreement for the Horiba Hematology 9/14/09 Instrument Page I RECOMMENDATION: The Health Department recommends that the City Council approve payment to Horiba Medical, Inc. of Irvine, CA for an annual service agreement for the Pentra 80XL Hematology machine in the amount of $6,620. BACKGROUND: This is discounted pricing for the second year annual service agreement for the new laboratory equipment for the health department. BUDGET/FISCAL EFFECT: Funds are budgeted in account no. 001-1301-541.42-00. STAFFING/EMPLOYEE EFFECT: None. SUMMARY: The Health Department recommends that the City Council approve payment to Horiba Medical, Inc. of Irvine, CA for an annual service agreement for the Pentra 80XL Hematology machine in the amount of $6,620. oshi D. Alexander, MBA-HCM, Director of Health ~~ Deborah Echols, CPA, Director of Finance Shawna Tubbs, Purchasing Man er PREPARED BY: YDA DISPOSITION BY COUNCIL PROCESSED BY CITY SECRETARY APPROVED BY CITY MANAGER APPROVED OTHER (DESCRIBE) DATE ~L.~ ~~~~ P~.' r~ :j i ca 1 SERVICE AGREEMENT Customer Number: This Service Agreement ("Agreement") is made and entered into by and between HORIBA ABX, INC. ("IiORIBA") and Ci of Port Arthur ("Customer") (each a "Party" and collectively the "Parties"). Subject to al] terms and. conditions herein (including the Standard Terms And. Conditions on Page 2 of this Agreement), HORIBA agrees to provide to Customer the Covered Services and Customer agrees to pay HORIBA the Service Rate (monthly when applicable), during the Term, as follows: Start Date: 20 End Date: 20 This Agreement shall commence on the Start Date and shall continue in effect until the End Date, unless earlier terminated in accordance herewith (the "Term"). COVERED INSTRUMENTS LOCATION O F INSTRUMENT S Model - Descri tion Serial Number De t./ Bld ./Room Number Customer In ormation Inst.: Pentra 80XL Attn: Llyod Hagard Inst.: Company: City of Port Arthur Inst.: Address: 449 Austin Ave Inst.: City: Port Arthur Inst.: State, Zi Tx , 77640 Inst.: Phone: 409)983-8832 Com uteri F'~; _ Printer &Barcode Scanner service available for an additional, flat fee which is non-refundable in event of earl Termination. ^ Add Printer OPTION = $841 for 5 years ^ Add Barcode Scanner OPTION = 576 for 5 ears SERVICE ANNUAL RATE: $ 6620 TOTAL$26,480 Associated Purchase Order Number: COVERED SERVICES. During the Term, subject to the exclusions and at the times provided herein, HORIBA shall: 1. Maintenance. Perform Preventive Maintenance on Covered Instrument(s), at the Location of Instrument(s). Maximum number of Preventive Maintenance visits per year determined by type of instrument, as follows: Micros: Ivisit /year; Pentra 60/80/400: 2visits / year; Pentra l20 & 120DX: 3 visits /year. 2. Repairs. Use commercially reasonable efforts to repair Covered Instrument(s) which have malfunctioned. if HORIBA determines, in its sole discretion, that repair of a Covered Instrument is commercially impracticable, then HORIBA at its option may either replace the Covered Instrument with a new or used instrument with comparable performance specifications or terminate this Agreement as to the subject instrument and credit to Customer's account, on a monthly basis for the balance of the Term. 3. Parts. Provide any parts required to complete required Repairs so long as such parts are reasonably available. HORIBA may, in its sole discretion, provide new, re-manufactured or refurbished replacement parts. 4. Consumables. Consumables are not provided under this Agreement, nor are they subject to Maintenance or Repair. 5. Telephone Troubleshooting. Provide toll-free Covered Instrument(s) troubleshooting 24 hours per day, 7 days per week. 6. Business Hours. Provide Maintenance and Repairs during normal business hours, meaning Monday through Friday 8:OOam to S:OOpm local time and excluding Legal & HORIBA Holidays as defined in the Service Pricing Plan then in effect. 7. Instrument Exclusions. Not be obligated to provide Uninterruptible Power Supply, Line Conditioners or Bar Code Wands. 8. Service Exclusions. Not be obligated to provide services under this Agreement for (a) Covered. Instrument(s) damaged by (i) fire, explosion, flood or use of contaminated fluids or chemicals not intended for use in the Covered Instrument(s); (ii) Customer's carelessness, misuse or abuse, which includes failure to follow all recommended operating procedures; (iii) the use of parts, supply items, accessories, reagents, calibrators or unauthorized modifications not provided or approved by HORIBA; (iv) repair by persons other than HORIBA personnel or personnel authorized. by HORIBA in writing; or (v) environmental conditions outside the Covered Instrument(s) operating range, such as temperature, humidity, space and electrical supply; (b) the moving, decontamination, de- installation or re-installation of Covered Instrument(s); (c) instruments other than the Covered Instrument(s); (d) Covered Instrument(s) other than those at the Covered Location(s);or (e) Printers or Barcode Scanners, unless Customer has paid the additional, flat, non- refundable fee for such service. 9. Validation. Perform an instrument validation procedure during every Covered Service call. If HORIBA determines that any Service Exclusions apply, Customer shall be required to pay for such service call and all future requested services on that instrument at the Time and Materials rate specified in the HORIBA Service Pricing Plan then in effect. 10. Authorized Representatives. Be bound by this Agreement ONLY when executed both by an authorized representative of Customer AND an executive of HORIBA at its offices in Irvine, California. For Customer: Date: 20 (Name, Title) For HORIBA: Date: 20 (Name, Title) Please remit to: HORIBA Medical, P.O. Box 51-2936, Los Angeles, CA, 90051, Phone (888) 903-5001, Fax (949) 727-7440 STANDARD TERMS AND CONDITIONS I. Payment. Payment of the Service Rate or any other amount payable to HORIBA shall be made by Customer within thirty (30) days of the date of invoice, unless otherwise specified on the invoice. Customer's payment obligations shall commence upon acceptance of this Agreement and shall continue throughout the Term of this Agreement. Customer shall be responsible for payment of amounts equal to all applicable federal, state and local sales, use, excise, personal property and other taxes, howsoever designated, which are Levied on any transaction or article provided for by this Agreement. 2. Termination, Relation to P/O & Renewal. This Agreement may be terminated by either Party at any time upon thirty (30) days' written notice to the other Party. If this Agreement is terminated prior to the End Date, or if individual instruments are excluded from Covered Services because of Service Exclusions, Customer shall remain liable for any sums payable for the purchase or rental of such instruments at the rate specified in the relevant Purchase Order or other contract for any such instruments. Similarly, after expiration or termination, Customer shall remain liable for any sums payable to HORIBA for the delivery of consumables at the prevailing rate then in effect. It is Customer's responsibility to negotiate with HORIBA a new service agreement mutually acceptable to both Parties prior to expiration of the Term. HORIBA reserves the right to change its service policies or pricing at any time. If this Agreement expires or is terminated prior to full execution of a new agreement, then Customer will revert to billable status, meaning that any services requested of HORIBA will be charged to and payable by Customer at the Time and Materials rate specified in the Service Pricing Plan then in effect. 3. Scheduling; After Hours & Emergency Service. Customer must submit Maintenance requests to HORIBA no less than thirty business days in advance of the day on which Maintenance is requested, and scheduling of such Maintenance or Service shall be subject to the availability of HORIBA personnel. Service may be available at times outside Business Hours; such service is outside the scope of this Agreement and shall be charged at the Time and Materials rate specified in the Service Pricing Plan then in effect. 4. Access. Customer agrees to permit access by HORIBA and its representatives to the Covered Location(s) or to any other places necessary to provide the Covered Services and to make the Covered Instrument(s) available at the time of each scheduled Preventive Maintenance visit or Service call. A Preventive Maintenance call may be combined during a Service visit. 5. Warranty. HORIBA warrants that the services to be performed under this Agreement shall conform to HORIBA's standards and that parts supplied hereunder shall conform to HORIBA's specifications. HORIBA reserves the right to change its standards or specifications at any time with or without notice. Replacement parts and any labor associated with those parts shall be warranted to be free from defects in material and workmanship for a period of 90 days from the date of installation thereof. THIS WARRANTY IS GIVEN EXPRESSLY IN PLACE OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED STATUTORY OR OTHERWISE AND IS THE ONLY WARRANTY GIVEN BY HORIBA. HORIBA's sole liability under the foregoing warranty is to re-service the Covered Instrument(s) and/or repair or replace the defective part or, at HORIBA's option, refund the sum paid by Customer allocable to such service and/or parts. 6. Ownership Of Parts. All parts for which HORIBA has supplied a replacement shall become the property of HORIBA. If Customer fails to return replaced parts or if they become lost or destroyed, Customer shall pay HORIBA the then current catalog price for such parts. 7. Indemnification, Insurance & Limitation. Each Party agrees to indemnify and hold harmless the other Party against any and all claims, demands, suits and expenses, damages or loss (each, a "Claim") to the extent such Claim arises from the indemnifying Party's material breach of its obligations under this Agreement or its willful misconduct or gross negligence. The Parties agree that the Party seeking indemnification shall notify the indemnifying Party promptly in writing of the receipt of any Claim. Each Party shall maintain its own insurance policies with such coverage limits as are commercially reasonable and as may be reasonably necessary to insure against any Claim or Claims for damages relating to the provision of services hereunder. EACH PARTY WAIVES AGAINST THE OTHER ALL SPECIAL, INDIRECT AND CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OF ALL KINDS, WHETHER OR NOT APPRAISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. Miscellaneous. The Parties agree as follows: (a) HORIBA's obligations under this Agreement shall be suspended in the event that it is prevented from complying therewith because of labor disturbances, wars, acts of God, fires, storms, accidents, the inability of HORIBA to obtain supplies at reasonable costs, or any other cause beyond HORIBA's reasonable control. (b) This Agreement shall be construed in accordance with the laws of and deemed executed in the State of California, without regard to choice of law principles. (c) Any controversy or claim arising out of or relating to this Agreement shall be settled exclusively by arbitration conducted in Irvine, California, before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. (d) Any provision of this Agreement found to be invalid, unenforceable or illegal shall be reformed to give effect to the Parties' intentions as closely as possible, and shall not have the effect of invalidating any other provision of this Agreement. (e) No waiver of any provision of this Agreement shall constitute a waiver of rights to enforce future violations of that provision nor shall it constitute a waiver of any other provision. (f) This Agreement shall be binding on and shall inure to the benefit of the Parties hereto and their respective successors and assigns, except that Customer may not assign the rights or obligations contained in this Agreement other than with the prior written consent of HORIBA. (g) HORIBA reserves the right to modify the Service Pricing Plan at any time, with or without notice. (h) All capitalized terms used herein shall be given the respective meanings ascribed to such terms by the boldface definition of such terms, even if the first use of such capitalized, defined terms precedes the boldface definition of such terms. (i) This Agreement is valid only for Customers in the lower, contiguous forty- eight (48) U.S. states and Washington, D.C. (j) This Agreement constitutes the entire agreement between the Parties and supersedes all previous communications, whether oral or written, between the Parties with respect to the subject matter hereof, except that any relevant Purchase Order or other sales or rental contract shall apply for any instrument excluded from coverage or in the event that this Agreement expires or is terminated. (k) No modification or addition to this Agreement shall be valid unless in writing and signed by authorized representatives of both HORIBA and Customer. Rev. 0409 Page 2 SERVICE PRICING PLAN - 2009 Thursda • ~ ~ Janunr 1st ~ ~~• New Year's Da Frida Jnnuar 2nd Floatin Holida Friday Aril 10th 5 rin Holida Monde Ma 25th Memorial Da Holida Friday Jul 3rd Inde endence Dn Holida Monda Se tember 7th Labor Da Holida Thursda November 26th Thanks ivin Holida Friday November 27th Thanks ivin Holida Thursda December 24th Floatin Holida Friday December 25th Christmas Holida 2009 ServicePricing On-fife Service Ghar~es for B;illa4ale ;Repairs (Tune & Materiials:) Normal Business Hour< (8-5} After-Ho~irs ~ Weekends Holiday Emerg€ncie` Labor Travel Labor Travel Labor Travel CorFtra~cilWUarr F~ourly Contract+warr hiourly $35CD/ttr $~5QIr~r $4fl4lhr $490.fhr $4flQ~'hr $490Jhr $5651hr $565.rhr "Consumables not covered under Service Agreement" 1) Any reagent, quality control or calibrator required to operate any Hematology or Chemistry analyzer. Sample racks for either Hematology or Chemistry analyzers are considered a consumable product. 2) Printer ribbon, printer cartridge, printer toner, drums or printer paper. 3) Any and all batteries that may be required on any analyzer or accessory, I.E. UPS power supply. UPS Mfg. PowerVar Systems Phone # (800) 369-7179 4) Call Printer Mfg. Oki Data Phone # (800) 654-3282 for all printer questions. Rev. 0409 Page 3