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Home My WebLink AboutCORRESPONDENCE - PURCHASE ORDER - 9174666PROGRAM PURCHASE AGREEMENT Territory Mgr: KAITLYN LARGENT Date: April 21, 2017 CUSTOMER BILLING INFORMATION Customer: CITY OF FORT COLLINS - UTILITIES MT#56329 Contact Name: GORDON CROMWELL Address 1: 700 WOOD STREET Title: Address 2: Phone: (970) 581-4598 City: FORT COLLINS Fax: State: CO Zip: 80522 E-mail: GCROMWELL@FCGOV.COM County: Invoice to: Corporate Billing Address Individual Locations (provide details) Tax exemption # Payment Term: Payment due upon receipt Specify Payment Terms here, if other P.O. # PO # Payment: Check Class ID: End User Segment: Lead: Pricing Code: (if PAD/Contract): Affiliation: CUSTOMER SHIPPING INFORMATION Customer: CITY OF FORT COLLINS - UTILITIES MT#56329 Contact Name: GORDON CROMWELL Address 1: 700 WOOD STREET Title: Address 2: Phone: (970) 581-4598 City: FORT COLLINS Fax: State: CO Zip: 80522 E-mail: GCROMWELL@FCGOV.COM County: Shipping Method: FedEx - Ground F.O.B.: Factory Freight Collect Account: Program Management: Champion Name: GORDON CROMWELL Phone: (970) 581-4598 Email: GCROMWELL@FCGOV.COM Program Management: Item Number List Qty Price/each Subtotal Essential Response Package: 2 Year 9980-002-SSI 21 Essential Package: MD/MT & Logistics Support Medical direction and oversight with MasterTrak for you AED program (2 years per AED). Includes AED prescription, e-minders, CardiAcademy training, customer toolbox, sales representative site assessment and 24/7 logistics and support. 2 year contract. 9928-002-SSI $298.00 21 $298.00 $ 6,258.00 Order Subtotal (excluding tax and shipping): $ 6,258.00 Sales Tax: tbd Shipping: tbd Grand Total: SEE INVOICE Comments/Notes Section: Covers 21 AEDs (See spreadsheet for Serial#s) with Site Assesment & Rescue Support, Medical Direction & Oversight, and Online Tracking & Tools. Contract Dates: 6/28/2017-6/28/2019 Please send purchase orders and correspondence to: Fax To: 615-649-0725 Please send payment to: Cardiac Science Corporation Cardiac Science Corporation N7 W22025 JOHNSON DRIVE P.O. Box 776401 WAUKESHA, WI 53186 Chicago, IL 60677-6401 Form Updated 3/1/12 TERMS AND CONDITIONS These Terms and Conditions together with this agreement between Buyer and Cardiac Science shall apply to the sale to Buyer of all goods (including AEDs, oxygen, first-aid kits and other goods) and services (including training, consultation, maintenance and other services) purchased hereunder. 1. Terms and Conditions. This Agreement sets forth the sole and entire agreement between the parties regarding the sale of goods and services herein and supersedes any contemporaneous oral agreements between them regarding the same. Any alteration to these terms and conditions shall be effective only if made in writing and signed by authorized representatives of both parties. Facsimile signatures shall be effective to bind either Party to the terms hereof. 2. Payment, Price & Acceptance. All sales are final and payment for products and services are due net 30 days from upon receipt of invoice, unless otherwise specified on the order. All prices are F.O.B. Cardiac Science’s designated shipping point. Title and risk of loss shall transfer from Cardiac Science to Buyer at Cardiac Science’s designated shipping point. Prices do not include, and Buyer shall pay applicable sales tax unless Buyer provides Cardiac Science with a valid tax exemption certificate. Buyer shall pay all freight, handling and insurance charges for shipments of goods. Upon Buyer’s receipt, all goods shall be deemed accepted by Buyer unless Cardiac Science’s Order Entry Department is contacted at 1-800-991-5465 within one ten (10) business day of delivery, specifying the defects or discrepancies in the quality or quantity of goods. All services shall be deemed as accepted upon the performance thereof, unless Buyer provides Cardiac Science notice specifying defects or discrepancies in the quality of such services within one ten (10) business day of delivery of services. 3. Training Services. When training has been purchased Cardiac Science shall contact Buyer within 5 business days to initiate the scheduling of training classes and Buyer agrees that training classes shall begin no later than 30 days after the date that Buyer receives delivery of the AED equipment. Buyer understands that Federal or State law may require training prior to AED equipment use, and Buyer agrees to meet all applicable requirements for training of personnel and operation of AEDs. The addition of students, classes or rescheduling of any class requires the prior approval of Cardiac Science. If Buyer cancels a scheduled training class within 10 business days, Buyer agrees to pay a 100% cancellation fee. Unused training expires 12 months from purchase. 4. Customer Obligations. Buyer shall immediately notify Cardiac Science’s Customer Service Dept. at 1-800-991-5465 in the event of the following: (a) if equipment has been used for an emergency or is in need of service; (b) if the AED indicates, in any manner (either visually or by sound), that the unit requires service. Buyer agrees not to defeat, disable or circumvent any protection mechanism related to the AED device. Buyer agrees to use the AED(s) covered under this agreement in accordance with applicable law, the operating instructions and medical direction outlined in Cardiac Science’s AED Response Protocol. 5. License. Cardiac Science hereby grants Buyer a revocable, non-exclusive, non-transferable license to use the products solely in accordance with applicable law and the operating instructions. Buyer may not copy, modify, decompile, disassemble or reverse engineer or create derivative works based upon any Cardiac Science product. Except for the rights expressly granted herein, no right, title or ownership interest in any product or service, including any copyright, patent, trademark, or other intellectual property or proprietary right therein, is conveyed to Buyer, expressly or by implication 6. Indemnification. Cardiac Science Corporation (“CSC”) will defend and indemnify any person or entity who purchases, rents, leases or uses/deploys an Automated External Defibrillator (“AED”) from CSC or one of its authorized distributors (“Customer”) against any claims, damages, liabilities, or actions asserted by any third party (each, a "Claim") arising out of personal injury caused by any AED if and to the extent the Claim is based upon (i) the failure of an AED to function or perform in accordance with its specifications or (ii) defects in design, material, or workmanship of an AED. CUSTOMER MAY NOT TRANSFER OR ASSIGN ITS RIGHTS UNDER THIS POLICY. Indemnification under this Agreement is not available to Customer: (i) if the AED is used in any manner other than for its intended purpose; (ii) if Customer does not follow the required maintenance procedures; (iii) for Claims arising from the negligence or other malicious or illegal actions of Customer or its personnel; or (iv) for claims involving use of non-Cardiac Science or out-of-date pads or batteries. In addition, CSC will not be obligated to indemnify Customer under this Agreement if the patient is successfully defibrillated through the use of the AED. Coverage is effective for the period in which CSC is providing service and related support for AED models manufactured and deployed by CSC. Customer Responsibilities Indemnification is contingent upon the following: • AEDs must be used for its intended purpose and in accordance with the instructions set forth in the AED User Manual. • Customer must comply with the standard maintenance protocols for the AEDs set forth in the AED User Manual. • Customer must preserve the self-test, rescue, and other data recorded by the AEDs and provide CSC access to such data. • Customer must (a) give CSC prompt written notice of the Claim, (b) tender defense of the Claim to CSC, (c) cooperate with CSC and assist in the defense of the Claim, and (d) not settle the Claim without the prior written consent of CSC, which will not be unreasonably withheld 7. Defense of Claims. Cardiac Science Corporation ("CSC") will assume unrestricted authority to defend or settle all claims under this policy. CSC will not be liable to Customer for any defense expenses (including but not limited to fees and disbursements of legal counsel) incurred by Customer subsequent to CSC’s assumption of the defense case. 8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, (I) CARDIAC SCIENCE SHALL NOT BE LIABLE TO BUYER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST OF PROFITS, BUSINESS AND REVENUE) SUSTAINED OR INCURRED IN CONNECTION WITH THE AGREEMENT AND THE PRODUCTS AND SERVICES THAT ARE SUBJECT TO THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, AND (II) CARDIAC SCIENCE’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PURCHASE PRICE PAID BY BUYER HEREUNDER. SOME JURISDICTIONS RESTRICT LIMITATIONS OF LIABILITY, SO THE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU. 9. The laws of the State of Colorado shall govern the construction,, interpretation, execution and enforcement of this agreement. 10. This agreement is subject to annual appropriation by the City of Fort Collins as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. BY SIGNING THIS AGREEMENT, CUSTOMER REPRESENTS THAT THEY ARE AUTHORIZED TO PURCHASE AND AGREES TO CARDIAC SCIENCE TERMS & CONDITIONS. AEDs are intended for use by or on order of a physician or persons licensed by state law. I HAVE READ AND AGREE TO CARDIAC SCIENCE'S TERMS AND CONDITIONS. Authorized Signature: Print Name: Gerry Paul Title Director of Purchasing Date: June 14, 2017 Cardiac Science Corporation Tel: 1-800-991-5465 N7 W22025 JOHNSON DRIVE Fax: 1-425-402-2001 WAUKESHA, WI 53186 www.cardiacscience.com page 2 of 2