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HomeMy WebLinkAboutPhysio-Control - 2016 AgreementAGREEMENT FOR SERVICES (For contracts of $5,000 or less — NON- DESIGN OR NON - ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this i 5 day of 20--UA, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Physio- Control, Inc., having a principal place of business at 11811 Willows Road NE, Redmond, WA 98052. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on November 18, 2016.and will continue in effect through November 17, 2018 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR' is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" within the time periods described therein. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR'S services. -1- 4851- 9718 -0697x1 LAC104706083 Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the performance of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all 'state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR as provided for in Exhibit `B ", "Payment Schedule ". Invoices CONTRACTOR shall submit invoices for all services rendered. Payment Payment shall be due within thirty (30) days after receipt of invoice describing the work performed during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. Expenses CONTRACTOR shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing services for CITY. -2- 4851- 9718 -0697x1 LAM04706083 ARTICLE 5. OBLIGATIONS OF CONTRACTOR Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. Licenses CONTRACTOR shall possess a. State of California Contractor's license in the appropriate category for performing services under this Agreement. CONTRACTOR shall obtain a City of Gilroy Business License. Workers' Compensation CONTRACTOR agrees to provides workers' compensation insurance for CONTRACTOR'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising out of any injury, disability, or death of any of CONTRACTOR'S employees. Indemnification of Liability, Duty to Defend A. As to all liability, to the fullest extent permitted by law, CONTRACTOR shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property in the performance of the services under this agreement. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property. As a condition precedent to CITY'S obligations under this Agreement, CONTRACTOR shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy blanket endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. -3- 4851- 9718 -0697v1 LAC104706083 Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of.CITY, which CITY may withhold in its sole and absolute discretion. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: *CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; *CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf; *CITY will not withhold state or federal income tax from payment to CONTRACTOR; *CITY will not make disability insurance contributions on behalf of CONTRACTOR; *CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'S duties under this Agreement. Assignment CITY may not assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement. events: ARTICLE 7. TERMINATION OF AGREEMENT Termination on Occurrence of Stated Events This Agreement shall terminate automatically on the occurrence of any of the following 1. Bankruptcy or insolvency of either party; 2. Sale of the business of either party; -4 4851- 9718 -06970 LAC104706083 Death of either party. Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. Not performing any of its services professionally and/or timely. 2. CONTRACTOR'S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work satisfactorily completed through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit `B" which have been fully, competently and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. Transition After Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done toward completion of its services, and shall act in such a manner as to facilitate any new CONTRACTOR'S assumption of duties. ARTICLE 8. GENERAL PROVISIONS -5- 4851- 9718.0697v1 LAQ04706083 Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to a party at the address appearing below such party's signature below, but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. Entire Agreement of the Parties This Agreement supersedes any and all prior agreements, either oral or written, between the parties hereto with respect to the rendering of services by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by both parties. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Americans With Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans With Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. The Contractor shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys' fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. Compliance With Laws -6- 4851- 9718 -0697v1 LAC104706083 The CONTRACTOR shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin or ancestry of any employee, applicant for employment, or any potential subcontractor. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws or provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. -7- 4851- 9718 -0697v1 LAC104706083 Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: 160U &411 B� (Print Name) Address for Notices: /low s & qd ur✓ mod, 4i& c X613 -� Yt OG Social Security or Taxpayer Identification Number: ZIJA-le0 �q I By: A04 d Title: � j w -8- 4851- 9718 -06970 LAC104706083 CITY: CITY OF GILROY By: (Print Name) Address for Notices: 7351 Rosanna Street Gilroy, CA 95020 Attn: City Administrator Approved as to Form: City Attorney EXHIBIT "A" SCOPE OF SERVICES Please see Exhibit "C ". II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence services upon delivery to CONTRACTOR of written Notice to Proceed. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has satisfactorily completed all of the services defined under this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has satisfactorily completed all of the services under this Agreement, and if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not satisfactorily completed all of such services, CITY shall so inform CONTRACTOR within this two (2) week period. III. SCHEDULE Please see Exhibit "C ". IV. DIRECT EXPENSES Direct expenses are charges and fees not included in the Scope of Services described above. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. III. GENERAL PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR'S representations and -9- 4851- 9718 -0697v1 LAC104706083 warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the services furnished by it under this Agreement. The CITY'S review, acceptance or payment for any of the services required under this Agreement shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum . period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with standard accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY'S request. D. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. E. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. F. WAIVER. CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. G. AMENDMENTS. No alterations or changes to the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto. -10- 4851- 9718 -06970 LAC104706083 H. CONFLICT OF INTEREST. CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. CAPTIONS. The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered nor referred to for resolving questions or interpretation. -11- 4851- 9718 -06970 LAC104706083 Exhibit "B" Payment Schedule SERVICE PLAN SUMMARY Plan Number: DSO 16968 PO Number: End User 415815901 GILROY FD 7070 CHESTNUT ST GILROY, CALIFORNIA 95020 UNITED STATES Bill To #15815901 GILROY FD 7070 CHESTNUT ST GILROY, CA 95020 UNITED STATES This Service Plan Subscription begins on 11/18/2016 and expires on 11/17/2018. Price of coverage is $3,030.00, payable in annual installments. Service Representative Kurtis Moore, WENN66 800.442.1142 LIFEPAKsupport@physio- control.com Customer Contact Mary Gutierrez /Jim Wyatt (408) 846 -0370 118 11 Willows Road NE, Redmond, WA 98052 1 www.physio - control.com Page 1 of 2 To Mary Gutlerrez /Jim Wyatt GILROY FD 7070 CHESTNUT ST GILROY. CA 95020 (408) 846 -0396 mary.gutierre2 ocityofgitroy.org Coverage Dates: 11.18.2016 - 11.17.20.18 5 LP1000 SN: 40471160, 40471170. 40724052, 41012222. 41012223 Payable in Annual installments Fax: 800- 772 -3340 Territory Code: WENN66 15% DISCOUNT ON ALL ELECTRODES Physio- Control, Inc 11811 Willows Road NE P.O. Box 97006 Redmond, WA 98073 -9706 U.S.A. www.physio- control.com let 800.442.1142 fax 800.732.6956 Quote. Number 00050839 Revision # NEW Created Date 812512016 Sales Consultant KurtisMoore Tax + S&H 209 -535 -4883 FOB Redmond, WA Terms All quotes subject to credit approval and the follovAng terms and conditions NET Tema NET 30 Expiration Date 10131! ?016 • B J. O i � D � rr•, LP1000- SIPM -2 LIFEPAK 1000 Service - 2 YEAR. 5.00 606.00 0.00 606.00 3,030.00 Ship in Preventative Maintenance. Subtotal LSD 3,030.00 Estimated Tax USD 0.00 Estimated Shipping & Handling USD 0.00 Grand Total USD 3,030.00 Pricing Summary Totals List Price Total USD 3,030.00 Total Contract Discounts Amount USD 0.00 Total Discount USD 0.00 Trade In Discounts USD 0.00 Tax + S&H USD 0.00 Quote Number. 00050836 GRAND TOTAL FOR THIS QUOTE USD 3.030.00 P,HYSIO- CONTROL, INC. REQUIRES WRITTEN VERIFICATION OF THIS ORDER: A PURCHASE ORDER IS REQUIRED ON ALL ORDERS S5,00b OR GREATER BEFORE.APPLICABLE FREIGHT AND TAXES. THE UNDERSIGNED IS AUTHORIZED TO ACCEPT THIS ORDER IN ACCORDANCE WITH THE TERMS AND PRICES DENOTED HEREIN. Reference Number AC/15815901l97065 {.e &4iAro CUSTOMER JWIPROVAL (A HORIZED SIG MATURE) NAME TITLE DATE � epts Buyer's order expressy conditioned on Buyers assert to the terms set torh in this Lanceofanyportim of he goods, sevices or subsciiptonns shall conlfrm Buyer's eocgpternce of rvtseherein. these terms - constitute the complete agreement batweeh I ie.;pertles. Amendments end no prior or subsepuant scoeptanrs by Salter of arty pnrdnase order, adanowiadgrnsrL or rig different andtoradditlonal terms shat be effective unless slgned by both parties. ;ht I surence, freight Ibrwarding tees, taxes, duties. Import or eW— crt perntlt fees. or any other >to the goods and services. Sales or rte taices on domestic (USA) de6vrles rAU be Invoiced 16 wid 58NIeet YnieLS Pliyslo receives a' copy of a valid esempeon eerOttbte prior to defray. . l otherspeclalterms..discouhts; and/or promotlons. .ervices shall be subject io approval of oredit by Physlo. Unless otherydse specified by Physlo in mice Is due thitty,(30) days_ after the trwdee date for ddiveries.in the USA, and sigh draR.or etterof eredd is required for sates outside the USA. •eseives the riglt ocJhargeaserviceteeforanyorderlessthan3200 .60. . emmify Buyer.and hold itharmless from and against all demands, datms, damages, losses. and 1. from any action by a third party against Buyer that is based on any claim that -the services ydghl or trademark, or violate a trade secret or any other proprietary right of anV person or potion hereunder vAl be sutiect to (r) receiving prompt written hcfl h of the existence or any n. control the defense and settlement ofsuch.clahn (provided_ hat. vvift"t obtaining he prior sitl eriter ,ti•do ,no- settlement Involving tie edrrtlssion of wrongdoing): and Oil) receiving full LiMitaiion of liiterasq lTThiougli the purchaseot Physic products, services, or subscriptions. Buyer does not acquire. any. Interest in any Aaoling.4ratsings, design Information, computer programming, patentor copydghted or contdantal:lnlbrmalkln related to sold products or services. and Buyer expressly agrees not to reverse engineer or decompile such products or related sofirsere and Information - Delays. Physic rAl not be liatle fbr any loss of damage of any kind due to Its failure to perform or delays in Its performance . resuliing tom an event beyond Its reasonatle Control, triduding but not limited to. MS of God, rater raspirta. she reQWremerits of any govemmental��authoiity. war. -& tl unnrest. terrorist acts. delays in manWachrre, obtalnirig any requred 11c"a or permit and Physic inability to cbhM goods from'its USUM sources. Limited Warranty. Physlo viarrartts 16 products and seMces In accordance with he terms of he limited warrantes located at :r conbol.eom/0ocument7. The remedies provided under such wariantes shat be Buyer's sole and exclusive remedies. L FiTysto makes no other ltarrantles. eoress or implied, Including, vdthout limit"=., NO WARRANTY OF MERCHANTABILITY OR FITNESS. FOR A PARTICULAR PURPOSE. AND IN NO EVENT SHALL PHYSIO BE LIABLE FOR INCIDENTAL,CONSECtUENTIAL, SPECIALOROTHER DAMAGES. Compliance with Coniidentiailty Laws. Both parties ackrw.vtedge their respective obligations to maintain the securW end tmtkd cornfidentlafiry of vually idehtklable health information and agree lb comply %%M applicable federal and statehealth Information eon iderdaffiy laws. compliance, with Law. The parties agree to Comply With any and all Iwis.: rules. regulations, licensing requirements or standards that.are nw,- or hereafter pmmulgatad by any focal, state, and federal governmental suthoriylagency'or �ataeditingfadm'vdstratve Regulatory Requirement for Access to Information. in the event 42 USC § 139Bx(v)(1)(1) is applicatle. Physlo shall make availetil lo the5exrsgtwyF of the United States Oepeftmerit of Health and Human Services, the Comptroller General of the United States General Accounting Office. or any of their duly autiod2ed representatives,, a Copy of these terms. such ' . . documents and records as are necessary to certify the nature and extent of the costs of th e products and services pro ided by Physio. No Debarment. Physio represent and warrants that it and Its directors, officers, and employees (i) are not excluded, debased, or othervAse Ineligible to participate in the federal health rare programs as defined In 42 USC $ 1320o-71;(Q: (6) have not been convicted of a criminal offense related to the provislon of healthcare Items or services: and "(nil) are not under Investlgaton vAnidh may result in'Physie being excluded from participadon in such p rograms. Choice of Law. The rights and obtlgatlons of RVslo and Buyer related to the purchase and sale of products and services described in this document shall be governed by the lays of the state vvnere Buyer is located. All costs and expenses tncvsed by the prevalloV party related to entbrcement of its rights under this document. Including reasonatie attorneys fees. shall be rei mburs ed by the other p ruby. Ouote Wwibar: 00050839 G .y G Cl Exhibit "C" Scope of Service DS016968 Equipment Servicing Rep: Kurtis Moore, WENN66 District: Modesto/Fresno /San Jose 800.442.1142 LIFEPAKsupport@physio - control.com Equipment Location: GILROY FD, 15815901 7070 CHESTNUT ST GILROY, CA 95020 US Scope of Service: LIFEPAK 1000 Service Ship in Preventative Maintenance. Model Part Number Serial Number Effective Date Expiration Date Total Inspections LIFEPAK 1000 320371500229 41012223 11/18/2016 11/17/2018 2 LIFEPAK 1000 320371500229 41012222 11/18/2016 11/17/2018 2 LIFEPAK 1000 320371500229 40724052 11/18/2016 11/17/2018 2 LIFEPAK 1000 1320371500245 140471170 11/18/2016 11/17/2018 12 LIFEPAK 1000 1320371500245 140471160 11/18/2016 11/17/2018 12 11811 Willows Road NE, Redmond, WA 98052 1 www.physio - control.com Page 2 of 2 ACORN v CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 01125/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES.NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE' AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED 'REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIO AL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AOn .Risk Services Central, Inc. - Grand Rapids MI office NAME CT . PHONE (616) 456 -5366 F F'� (616) 456 -7451 (AIC. No. Ext): as No.: 50 Louis Street NW suite 200 E-MAIL ADDRESS: Grand Rapids MI 49503 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED - INSURER A. old - Republic Insurance Company 24147 Stryker Corporation & Subsidiaries 2825 Airvi'ew Boulevard INSURER B: INSURER C: Kalamazoo MI 49002 USA INSURER D: INSURER E: PREMISES Ea occurrence) $500,000 INSURER F: Excluded COVERAGES CERTIFICATE NUMBER: 570065353867 RFVISIAN NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown areas requested LTR TYPE OF INSURANCE INSD POLICY NUMBER (MMfODfYYYYI MMIDD _ LIMITS _ X COMMERCIAL GENERAL 'L IABIL ITY MWZV EACH OCCURRENCE $5,000,000 CLAIMS-MADE X❑ OCCUR PREMISES Ea occurrence) $500,000 MEDEXP (Any one person) Excluded PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 XI POUCY ❑ PRO n LOC JECT L—L PRODUCTS - COMP /OP AGG $5,000,000 OTHER: A AUTOMOBILE LIABILITY MWTB 309916 02/01/2017 ,02/01/2018 COMBINED SINGLE LIMIT Ea accident) $1, 000 , 000 BODILY INJURY ( Per person) X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED AUTOS NON -OWNED ONLY - AUTOS ONLY I .BODILY INJURY (Per accident) PROPERTY DAMAGE Per accident z Phys -Dmpe -Self Ins UMBRELLALIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION • • WORKERS COMPENSATION AND EMPLOYERS' LJABILITY YIN ANY PROPRIETOR / PARTNER I EXECUTIVE OFFICERIMEMBEREXCLUDED? NIA Mwc 309915 00 AOS MwXS 309917 1 2017 02/01/2017 02/6-172 018 02/01/2018 X PER oTH- STATUTE E.L. EACH ACCIDENT - $1, 000,000 - - E.L. DISEASE -EA EMPLOYEE $1,000,000 - -- (Mandatory in NH) It yyea, describe under DESCRIPTION.OF OPERATIONS below ;Excess wC - MI E.L. DISEASE- POLICY LIMIT $1,000,030 i i DESCRIPTION OF OPERATIONS 1. LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be athehed H more space is required) - Physio- Control, Inc. and its affiliated companies are named under the referenced policy(s). i Governmental Entity (Form G- 56015 -8) City of Gilroy, its officers, officials and employees are included as additional insured (form CG 2026 0413), where required by written contract, in accordance with the policy provisions of the commercial general liability policy. i r I `m w c m v 0 CERTIFICATE HOLDER CANCELLATION 0—: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Gilroy AUTHORED REPRESENTATIVE Attn: Jennifer Baker 7351.Rosanna St. a 'ova _ 6`" � W �L Gilroy CA 95020 USA l/;/ ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): All Persons or Organizations with whom the Insured has agreed in a Written Contract or Agreement that is executed prior to loss. (..Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However. 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement: or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 MWZY 309919 Stryker Corporation 02/01/2017 - 02101/2018