HomeMy WebLinkAboutPR 18531: HORIBA MEDICAL, INC., HEMATOLOGY MACHINE FOR THE HEALTH DEPARTMENT Memorandum
City of Port Arthur, Texas
Health Department
TO: John A. Comeaux, P.E., Interim City Manager
FROM: Judith A. Smith, RN, BSN, Director of Health Services
DATE: September 8, 2014
SUBJECT: Proposed Resolution No. 18531
Re: Service Agreement between the City of Port Arthur and Horiba.
RECOMMENDATION
It is recommended that the City Council approve P.R. No. 18531 for a one (1) year
Service Agreement between Horiba Medical, Inc., of Los Angeles, California, for an
annual service agreement for the Pentra 80XL Hematology machine in the amount of
$8,861.
BACKGROUND
This is a renewal of the annual service agreement for the laboratory equipment for the
health department.
BUDGETARY AND FISCAL EFFECT
Funds are available in the City's FY 2015 budget, Account number 001-1301-541.42-00.
STAFFING EFFECT
None.
SUMMARY
It is recommended that the City Council approve P.R. No. 18531 authorizing the City
Manager to enter into a one (1) year Service Agreement with Horiba Medical, Inc., of
Los Angeles, California, for an annual service agreement for the Pentra 80XL
Hematology machine in the amount of$8,861.
P. R. No. 18531
09/08/2014-js
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO
A ONE(1)YEAR SERVICE AGREEMENT BETWEEN THE CITY OF PORT
ARTHUR AND HORIBA MEDICAL, INC., OF LOS ANGELES,
CALIFORNIA, FOR ANNUAL MAINTENANCE TO THE PENTRA 80XL
HEMATOLOGY MACHINE IN THE NOT TO EXCEED AMOUNT OF
$8,861; FUNDING AVAILABLE IN HEALTH DEPARTMENT ACCOUNT
NO. 001-1301-541.42-00
WHEREAS, the Port Arthur Health Department's Lab uses the Pentra 80XL Hematology
machine to perform diagnostic tests; and
WHEREAS, the Service Agreement includes preventive maintenance, repairs, validation,
parts,telephone and interne troubleshooting and monitoring,and providing maintenance and repairs
during business hours.
NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR, TEXAS:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That the City Manager is hereby authorized to execute the one(1)year service
agreement with Horiba, Inc., of Los Angeles, California,for the Pentra 80XL Hematology machine
in the Health Department Lab, in substantially the same form as attached hereto as Exhibit"A".
P.R. No. 18531
Page 2
Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of
the City Council.
READ,ADOPTED AND APPROVED on this day of September, A.D., 2014, at a
Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following vote:
AYES:
Mayor:
Councilmembers:
NOES:
MAYOR
ATTEST:
Sherri Bellard, City Secretary
APPROVED AS TO FORM:
/ ,el •
Val Tizeno, City` ttorney
P.R.No. 18531
Pg. 3
APPROVED FOR THE AVAILABILITY OF FUNDS:
ertiA/2_1.4 - 111(A)
Deborah Echols, CPA, Director of FiF4;ce Shawna Tubbs, Purchasing Manager
APPROVED FOR ADMINISTRATION:
Jyutit) ILK 13S It)
John A. Comeaux, P.E. Ju ith Smith, RN, BSN,
Interim City Manager Director of Health Services
EXHIBIT "A"
HORIBA
Medical
SERVICE AGREEMENT
Customer Number:28848
This Service Agreement("Agreement") is made and entered into by and between HORII3A Instruments Incorporated, dba HORIBA
Medical ("HORIBA Medical" or "HORIBA") and City of Port Arthur ("Customer") (each a "Party" and collectively the
"Parties"). Subject to all terms and conditions herein(including the Standard Service Terms And Conditions),HORIBA agrees to
provide to Customer the Covered Services and Customer agrees to pay HORIBA the Service Rate, plus applicable taxes, for such
service and to purchase all Supplies for the Covered Instrument(s) solely through the designated Authorized Distributor for the entire
Term.
Start Date:10. 1, 2014 This Agreement shall commence on the Start Date and shall continue in effect until the End Date,
End Date: 9,30, 2015 unless earlier terminated in accordance herewith(the"Term").
COVERED i]MENT(S) —`
LOCATION OF
_ Model-Description Serial Number Customer Info rnxation
Inst.: l?entra 8OXL 906PXL3784 �— Attn. Lloyd Hagard
Inst.:N/A Company:City of Port.Arthur
Inst.: N/A '~
Inst.:N/A
Address, 449 Austin Ave
City: .Port Arthur State,Zip: TX,77640
Inst.: N/A
Phone: (409)983-8832
Inst.:N/A Fax: (409)983-I530
Inst.:N I Email:
invoice Billing Period: Annual ,Or $ 8,86I.00 1 TOTAL$ 8,861.00 Associated Purchase Order Number:
Please remit to:HOR.IBA Medical,P.O.Box 51-2936,Los Angeles, CA, 90051,Phone(888) 903-5001,Pax(949) 727-7440
PURCHASE COMMITMENT. During the Term of this Agreement,Customer agrees and commits to purchase any and all Supplies
for the Covered Instrument(s) from the authorized HORIBA Distributor set forth below or as otherwise designated by HORIBA
Medical in writing, and further agrees that any and all Supplies for and used with the Covered Instruments) must be HORIBA
Medical brand and/or otherwise HORIBA Medical authorized. Customer understands that the provisions of this paragraph are
material and should.Customer breach any of said provisions, it.shall be in material breach under the Agreement subject to immediate
termination or elimination of any product discounts by HORIBA Medical. The authorized HORIBA Distributor under this Agreement
is:
IIORIEA AUTHOR IED DtSTRIVITOR
COVERED SERVICES. During
ng the Term,subject to the exclusions and at the times provided herein, HORIBA shall:
1. Preventive Maintenance. Perform Preventive Maintenance on Covered Instrument(s), at the Location of Instrument(s)_
Maximum number of Maintenance visits per year determined by type of instrument, as follows: Micros: 1 visit / year; Pentra
t'r / 4 80/ 0:2 visits/year;Pentra 20 R, 120D : 3 visits/year.
2. Repairs. Use commercially reasonable efforts to repair, subject to the exclusions described in this A
Instrument(s) which have malfunctioned. If HORIBA determines, in its sole discretion, that greement, Covered
commercially impracticable, then HORIBA at its option may either replace the Covered Instrument repair enew or used strum
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. Validation. Perform an instrument validation procedure during every Covered Service(Maintenance or Repair)call.
4. Parts. Provide any parts, necessary to complete required Repairs. HORTBA may, in its sole discretion, provide new, re-
manufactured or refurbished replacement parts.
5. Telephone Troubleshooting, Provide toll-free Covered Instrument(s)troubleshooting 24 hours per day,7 days per week,
6. Internet Troubleshooting and Monitoring. May provide Covered Instrument(s) remote internet support and performance
monitoring. To provide intemet services, Customer shall be required to give HORIBA necessary access to provide this service and
consent in a separate document. Sec access consent documentation and terms and conditions, Customer choosing not to have Internet
remote access support may have a different billing option than customers consenting to remote access,
7. Business Hours. Provide Maintenance and Repairs during normal business hours, meaning Monday through Friday 8:OOam to
5:00pm local time and excluding HORIBA recognized holidays in effect at the time_
initials of Partie :
Pege 1 of4
8. Consumables Exclusion.This Agreement does not cover maintenance or repairs on Consumables. However,service technicians
during maintenance and repair visits will address and service as needed any HORIBA Consumable issues covered under any
applicable Consumable warranty. Covered Instrument(s)
9. Service Exclusions. Not be obligated to provide Covered Services under this Agreement for : (A)
damaged's by(i)fire, ess,explosion,flood u use h contaminated rota de il Tie to°foll w alllrecommended operating procedures;(iii)HE USE OF
Customer's carelessness, misuse or abuse, which includes
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; (v) environmental conditions outside the Covered Instrument(s) operating range, such as temperature,humidity,
space and electrical supply; or (vi) host computer interface specifications; (B) issues caused by 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 as otherwise approved by HORIBA;or(E)Printers or Barcode Scanners,
unless Customer has paid the additional,flat,non-refundable fee for such service. ILHORIBA d-termines t an Se ice Exclus'. s
a.•1 Custo,•-. shall be re•u'_e, t. .a for s I. service call any non_eczvered scrvice(s)at the Tube and Materials rate stsec
i the then-current lI IBA Service Plan a copy of the current Service PlanJis attached hereto to illustrate non-
covered service pricing,), an authorized representative of
10 Authorized Representatives. Be bound by this Agreement OMILY when executed both by P
Customer,AND an executive of HORIBA at its offices in Irvine,California.
IN WITNESS WHEREOF,the Parties caused this Agreement(including the Standard Service Terms and Conditions)to be executed,
and each page initialed,by their duly authorized representatives as of the date first above written.
"CUSTOMER" "'IORIBA"
HORIBA Instruments Incorporated dba HORIBA Medical
Name(Signature):. - Name(Signature):, _,_,
Name(Print): Name(Print): — —
Title: Title: •
Date: Date: -
Notice Address.for Customer: Notice Address for HORIBA MEDICAL:
Address: Address:HORIBA Medical Service
9755 Research Drive
Irvine,CA 92618
Phone: Phone: 1-888-903-5001
•
initials of Parties: Page 2 of 4
{
STANDARD SERVICE TERMS AND CONDITIONS
1. 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 Purchase Orders& Renewal. This Agreement may not be terminated before the end of the Term except in
the following specific circumstances: (A)This Agreement may be terminated by Customer prior to the End Date of the Term, if Customer
purchases replacement instrument(s) of equal or greater value than the Covered Instrument(s), as defined herein from HORIBA and a.new
Service Agreement is executed by Customer for the replacement instrument(s) at a minimum Term to and including the End Date of this
Agreement. If this Agreement covers multiple Covered Instruments,then Customer agrees to negotiate with HORIBA a Service Agreement
for the Covered Instrument that is not replaced, at a minimum Term to and including the End Date of this Agreement; and (13) HORIBA
Medical may terminate this Agreement immediately upon material breach by Customer. If this Agreement is terminated prior to the End
Date, HORIBA will credit Customer's account for any balance remaining on the Term that has been prepaid by the Customer, Subject to •
offset in respect of any amounts owed by the Customer to HORIBA. Customer shall be remain responsible for any Services performed prior
to termination,including those non-Covered Services subject to Service Exclusions,consumable(s)delivered,prior to termination. Customer
shall also remain liable for any sums payable for the purchase or rental of any instruments per the relevant Purchase Order or other contract
for any such instruments. Customer shall be liable for any sutras payable for the purchase or rental of the Covered Instruments at the rate
specified in the relevant Purchase Order or other contract for any such instruments, in addition to this Agreement. After termination of this
Agreement, 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 except as to the Service Rate defined
herein during the Term. If this Agreement expires prior to fully-executed renewed service 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 Preventive Maintenance requests to HORIBA no less than
thirty(30)business days in advance of the day on which such Maintenance is requested. The scheduling of any 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 locations •
necessary to provide the Covered Services and to make the Covered Instrument(s) available at the time of each scheduled Preventive
Maintenance or Repair visit. A Preventive Maintenance visit may be combined during a Repair visit. Customer also agrees to permit
HORIBA to remotely connect to the Covered Instrument(s) through the Internet for troubleshooting purposes(as discussed in the separate
consent form).
5. Warranty. HORIBA warrants that the services to be performed under this Agreement shall conform to industry standards by its trained,
qualified personnel in a timely, professional, and workmanlike manner, and that parts supplied hereunder shall conform to HORIBA's
specifications. 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 ninety(90)days from the date of installation thereof. THIS WARRANTY IS GIVEN EXPRESSLY IN PLACE
OF ALL OTHER WARRANT J EXPRESSED OR IMPLIED, STATUTORY OR QT RWISBAN17 ISTHE_ONLY WARRANTY
girExpy I•IORIBA. 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.
7. Indemnification, Insurance& Limitation of Liability, Each Party agrees to indemnify and hold harmless the other Party,including
the other Party's directors,officers,agents,employees,representatives and affiliates, from and 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 t
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 e.
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 .IVHS AGAINST THE OTT LL SPECIAL INDIRECT AND CON$ {QUA 7IAL '
DAMAGES ARISING OUT QF OR IN CONNECTION WITH THIS AGREEMENT,OF A,LLICINDS,WHETHER OR NQT APµl RAISED
OF THE S BILITY OF AGES.
S. Miscellaneous. The Parties agree as follows: (a)Either party's obligations under this Agreement,other than the obligation to make any
payment of money hereunder, shall be suspended in the event that it is prevented from complying therewith because of labor disturbances,
wars, act of God,act of government,fires, storms, accidents,or any other cause beyond the party'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 court of competent jurisdiction in
Orange County in the state of California;(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
n.or 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
initials of Panics:
Page 3 of4
other than by thc prior written consent of HORISA; (g)HORJBA 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)Point of Sale(POS)
Service Agreement(s) pricing is only available at the initial time of sale; (j) This Agreement is valid only for Customers in the lower,
contiguous forty-eight (48) U.S. states and Washington, D.C.; (k) Any notice required under this Agreement shall be to the address
designated by the signature page or as otherwise notified in writing by the Parties: (1) 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 thc event that this Agreement expires or is terminated; and(1)No modification or addition to this Agreement shall be valid unless in
writing and signed by authorized representatives of both HORTBA and Customer.
SERVICE PRICING PLAN
(Billable-Nen-covered Service Repairs)
t` N�004tpl` gust :110,tiir's: teir- ottrs Holidays
Artda .i.1';:' i3a. „
:r.'..:&���� e�id� • :'
-;� .: .■,q. .fit �� � ..�:,•
VC!afz'atity• EPA*:.' 'WaTti►nix I�o�rrly: , . . . .•••
$370/hr $370/hr $500/hr $555/hr $500/hr $555/hr $790/hr $790/hr
•
•
•
Initials of Parties: Page 4 of 4