HomeMy WebLinkAbout790559 RESOLUTION
RE: APPROVAL OF LEASE AGREEMENT FOR CT SCANNER.
WHEREAS, the Board of County Commissioners of Weld County,
Colorado, pursuant to Colorado statute and the Weld County Home
Rule Charter, is vested with the authority of administering the
affairs of Weld County, Colorado, and
WHEREAS, a lease agreement between EMI Medical Inc. and
Weld County General Hospital concerning a CT Scanner has been
presented to the Board of County Commissioners of Weld County,
Colorado, and
WHEREAS, the Board of County Commissioners has studied
said lease agreement and finds that the lease agreement should
be approved.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Com-
missioners of Weld County, Colorado that the lease agreement
between EMI Medical Inc. and Weld County General Hospital con-
cerning a CT Scanner be, and hereby is, approved.
The above and foregoing Resolution was, on motion duly made
and seconded, adopted by the following vote on the 29th day of
October, A.D. , 1979.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
(A e)
Norman Carlson, Chairman
ATTEST: ‘7t 1O_4At U.,vwt Z �ui{¢Cn% d1 Ly Dunbar
Weld County Clerk and Recorder c,/// tCy (Aye)
and�Clerk to the Board- C. W. Kirby
Qb �� „-�,=cQ p
BBL'�,,/�Q`'Iti��i.F�,r��`-� �: ?)n � � ��/� d�
(Aye)
)
eputy County- Clerk ' I Le and L. Roe `�
QjEDAS TO FORM: y-/ .Gy/2f�/ A 1\4( 2dA ye)
June K. Steinmark
c7
County Attorney
DATE PRESENTED: OCTOBER 31, 1979
HSo&c7
790559
ADDENDUM •
ADDENDUM attached to and made part: of Agreement for Purchase
of EMI Equipment by and between EMI MEDICAL INC . , (hereinafter "Seller")
and WELD COUNTY GENERAL HOSPITAL , (hereinafter "Buyer") .
1 . That except as otherwise expressly provided herein , the
Seller ' s specifications submitted in response to Buyer ' s bid request
of May 11 , 1979 for a CT Whole Body System, including Tables ' 1 through
4 and EMI Scanner 7070 dose measurements , and Seller ' s response thereto
dated June 16 , 1979, attached hereto as Exhibits C and D are hereby
incorporated by reference into said Agreement of Purchase as if set
out in .full .
2 . That paragraph 7 . 2 of Seller ' s specifications is deleted
in its entirety and the following substituted therefore :
"Penalties - Failure to complete installation by
June 18 , 1980 (p.enalty commencement date) will
result in the payment by EMI Medical Inc . to
Weld County General Hospital of $250 . 00 per day
until installation is completed . The penalty
commencement date shall be delayed one day for
each day beyond April 18 ,. 1980 for which the site
is not certified by the Buyer as to readiness to
accept the Equipment . "
3 . That paragraph 7 . 3 of Seller ' s specification is deleted
in its entirety and the following, substituted therefore :
• "Machine Availability - For the four (4) week
period immediately following completion of in
stallation , the Equipment will achieve a 93%
machine availability based upon a 16 hour day ,
6 day week . "
For purposes of this paragraph , Machine Availability is defined as the
capability of the Equipment to scan patients and produce diagnostically
- 2 -
acceptable images . The final payment of $ 50 , 000 as prescribed by the
terms of payment shall be payable immediately upon satisfaction of
the Machine Availability requirement under this paragraph .
4 . That Seller will make appropriate arrangements for repre-
sentatives of Buyer to visit and evaluate Seller ' s second production
unit in a clinical setting on or before October 17 , 1979 . In the event
that said second production unit does not meet Buyer ' s specification
of image quality as outlined in the Seller' s bid response dated June 6 ,
19.79 , the Buyer may, upon written notice , serve on Seller within ten
(10) working days after the site visit to cancel this Agreement without
liability on the part of either party and with full refund of all monies
paid with respect to this Agreement by Buyer to Seller . Alternatively,
Buyer may, after the site visit , elect in writing to extend the time
within which Seller ' s second production unit must meet the specifica-
tions of image quality by a period of forty-five (45) days . In the
event Buyer elects this alternative and Seller ' s second production unit
does not as of the later date meet the specifications as required ,
Buyer may then exercise its right to cancel this Agreement without
liability to either party and upon complete refund of all monies paid
by Buyer to Seller .
5 . Subject only to Seller ' s approval , which approval will
not be unreasonably withheld , Buyer may transfer this Agreement to a
financial institution (e . g . leasing company or bank) at any time prior
to notification by Seller to Buyer of shipment of the Equipment .
6 . Buyer has the option (which option must be exercised in
writing within thirty (30) days from the date of Seller ' s acceptance
of this Agreement) , to have Seller provide Buyer with an EMI 1010M
Mobile CT Scanner during the month of January 1980 through and including
installation of EMI ' s 707Q for a rental cost , including maintenance , of
$13 , 000 . 00 per month . The Buyer will provide all necessary site prepara-
tion for the 1010M Mobile Unit . No rent shall be charged to Buyer for
lease of the Mobile Unit beyond June 18 , 1980 , scheduled installation
date of the EMI 7070 , or the date extended due to site readiness in
accordance with paragraph 2 . Possession of the interim rental unit
- 3 -
shall be delivered to Buyer on or before January 1 , 1980 provided
Buyer has executed Seller ' s standard lease agreement for mobile equip-
ment , which agreement is attached hereto and made part hereof as
Exhibit E.
IN WITNESS WHEREOF, the parties hereto have executed this •
Addendum the day month and year first above written . - •
EMI MEDICAL INC .
By : j•, , ,,
Date : ! . ( "
WELD COUNTY GENERAL HOSPITAL
By :
Date :
fel 1,
Ch i;r,rn, E-i'rd c( C::n:y Cc -n :Amer;
mil I r ti tt�/Y✓
WELC ' •/ r U/err, ; DCR
_To:1J r AG8oM1 \UMBER
4000 Commercial Drive, Northbrook, IL 60062
3121291-4444 - '
•
AGREEMENT FOR PURCHASE OF EMI EQUIPMENT
•
THIS AGREEMENT,made and entered into this 15th day of August 197,9 ,by and between
EMI MEDICAL INC., a corporation'with principal offices at 4000 Commercial Drive, Northbrook, Illinois (hereinafter "Seller")
and WELD COUNTY GENERAL HOSPITAL
with principal offices at 16th Street & 17t, Avenue, Greeley, Colorado R0631
(hereinafter"Buyer').
•
QUANTITY DESCRIPTION OF EQUIPMENT AMOUNT 1
EMI-SCANNER 7070 GENERAL PURPOSE CT SCANNER, Includes: •
(In accordance with Product Specification No. 371, dated 8/78.) •
EMI 7110/7112 Gantry/Couch/High Voltage ' •
EMI 7205 High Voltage Power Supply •
EMI 7305 Data Acquisition
•EMI 7405 System Processor
• EMI 7420 Image Processor
EMI 7520 - Diagnostic Console
EMI 7530 Operator Console w/Diagnostics
Preview Scan Localization •
• Sagittal/Coronal Reconstruction
EMI 7600 Magnetic Tape Unit
EMI 7617 192 Mbyte System Disc
EMI 7720 Line Printer
EMI 7550 Matrix Multi Imager
Accessory Kit
Included with this system:
2 System Disc Packs,
2 System Phantom Kits
NOTE: No warranty is extended with this agreement. Section 8(a) is
null and void for this agreement. Service on this unit will be
• covered by a separate agreement.
TOTAL PRICE: $ 666,439
TERMS: 10% Down payment with order.
1096 6 Months after order.
6096 Upon notification of shipment.
20% Upon completion of installation.
Scheduled Shipment Date 10 months from acceptance Wananty Period None
The Buyer agrees to purchase and Seller agrees to sell,in accord with the following te)ms and conditions,the equipment listed above
(hereinafter "Equipment") more fully described in the attached product specification, at the price set opposite the description of
Equipment.
•
( continuation )
EMI Medical Inc. copy
PAGE 1 0578
1. SPECIFICATION$ AND PERFORMANCE tural alterations.The site preparation shall be In accord-
The Equipment supplied and installed by the Seller will be ance with plans and specifications approved by the
substantially in accord with the specifications attached Seller as being suitable for the Equipment and in cornpli-
hereto as Schedule A.The Seller reserves the right to supply ance with all safety electrical and building codes rele-
Equipment In fulfillment of its obligations hereunder, the vent to the equipment and its installation.Sufficiency of '
design and/or construction of which has been modified pro- such plans and specifications, specifically including,
vided that the general performance of the Equipment is not but not limited to the accuracy of the dimensions
adversely affected. The Seller shall not be responsible for described therein, shall br the sole responsibility of
performance figures or characteristics given in any source Buyer.The Buyer shall advise the Seller of conditions at
other than the specifications attached as Schedule A. No or near the site which could adversely affect the carry-
advertisements, catalogues or other publications or ing out of the installation work and shall ensure that
statements as to the performance of the Equipment other such conditions are corrected and that the site is fully
than the specifications shall form part of this Agreement. prepared and available to the Seller before the installa-
The Equipment will be inspected and tested on the Buyer's • tion work is due to begin. •
site by the Seller in accordance with the Seller's standard The Buyer shall likewise be responsible, al its expense,
tests, following which the Seller will issue an EMI Medical for any work required to be done to the site during and
Inc. Test Certificate. The Issuance of the Test Certificate after the installation work Including any structural alter-
shall constitute Seller's determination that the Equipment •
ations, restoration and redecoration of the premises.
Is in substantial compliance with the written specifications.
Should mobile units be included within the definition of •
In order to avoid delay in commencement of the installa-
Equipment, the required testing will be done at Seller's lion work,site plans must be finalized and cable lengths
plant in Northbrook, Illinois. agreed to no later than two months prior to scheduled
delivery of the Equipment.
2. VARIATIONS AND EXTRAS (b) It will be the responsibility of the Seller to install,
Should the Buyer request any variation from or extra beyond test and put the Equipment into operation. The Seller
the description of the Equipment or written specifications will, upon request of Buyer, provide evidence of insur-
which variation or extra result in additional cost to the ance covering the activities of its employees on the
Seller, or should the Seller incur extra costs resulting from Buyer's site. .
suspension of work on instruction from Buyer, incorrect in- (c) Upon completion of the installation work and testing of
structions or lack of instructions, interruptions or delays in the Equipment, the Seller's authorized employee will
the preparation of the site and/or other matters within the sign and issue the EMI Medical Inc.Test Certificate.The
responsibility of the Buyer or the subcontractor or agents of Buyer shall be deemed to have accepted the Equipment
the Buyer, such extra cost may be charged for by the Seller upon the tender by EMI of the executed Test Certificate
and if so charged shall be paid for by the Buyer and the which shall be dated as of the date of such tender.
scheduled delivery andlor completion dates should be ex •
-
tended by the amount of the time determined by Seller to be The Equipment must not be used for examination of any
necessary to accommodate the variation or extra or the patient prior to the issuance of such Test Certificate.
interruptions.
(d) The Buyer shall allow the Seller and its employees and
3. SHIPMENT agents continuous and unhindered access to the site
The Equipment (other than mobile units)will be shipped to during normal working hours,and at other times by prior
the Buyer's principal office as stated herein unless other- • arrangement.
wise agreed by the parties In writing.Shipment of the Equip- (e) The Buyer shall assist the Seller,at no charge,in moving
ment is estimated on or about the date shown on page one the Equipment from the entrance of the Buyer's
hereof. Such shipment date represents only the Seller's premises on to the site. The Buyer shall provide, at its
best estimate,time not being of the essence of this Agree- own expense, all necessary carpentry, water supply,
ment.The Seller shall, In good faith,endeavor to meet such plumbing, piping, trunking, electrical power supply,
shipment date,but reserves the right with due notice to the power cable access points as specified by the Seller,air-
Buyer to vary the time of shipment and shall not be liable for _ conditioning and such other services, facilities and
any loss, injury,damage or other expense which the Buyer working conditions as in the opinion of the Seller are
may suffer by reason of such variation. needed for the installation and operation of the Equip-
• ment. The above will be provided by the Buyer from the
4. TITLE AND INSURANCE time installation work is due to commence throughout
(a) Title to the Equipment shall pass to the Buyer at the the period when the Equipment is being installed and
time delivery is made by the Seller to the Buyer's site, put into operation.
subject only to Seller's reservation of a security interest (f) Should the Seller be unable to carry out or complete the
in the Equipment until the purchase price is paid in full. installation work using its regular staff or agents due to
The Buyer will cooperate with the Seller in respect of union action or influence related to the buyer and/or the
documentation of any security interest and filing site,the Buyer shall as soon as possible make such ar-
thereof as may be required. rangements as may be necessary for the work to be car •
-
(b) Except in the case of mobile units,during the period of tied out at the Buyer's expense by labor supplied by the
time the Equipment is in transit and including comple- Buyer or by a contractor engaged by the Buyer, under
tion of installation work and testing of the Equipment, • the engineering supervision of the Seller.
Seller and its insurers, if any, relieve the Buyer of (g) Within thirty days after the date hereof, the buyer shall
responsibility from all risk of loss•or damage to the advise the Seller of the details of safety, building and
• Equipment. In the Event of damage or loss in transit, electrical codes relevant tothe Equipment and its instal-
Seller's exclusive liability shall be to replace,or at its op- lation which must be complied with.Any additional cost
tion,repair such Equipment.In the case of mobile units, to the Seller of compliance with the requirements of
risk of loss or damage shall pass to Buyer upon its ac- such codes shall be added to the Purchase Price and
ceptance of the unit at Seller's plant, paid for by the Buyer.ll any certificates or other approv-
als by governmental and/or other authorities are re-
5. INSTALLATION - quired for the Equipment and its installation, the same
(a) The Buyer shall be solely responsible, at its expense, shall be procured without delay by the Buyer, at its
for preparation of the site,including any required struc- expense.
PAGE 2
•
(h) Prior to and during the installation work,the Buyer shall ( ,l
be responsible, at its expense, for providing adequate no responsibility for damage or deterioration du any �•
and secure storage on or near the site for any or all of cause other than that specified above and ' articular,
the Equipment. but not by way of limitation, this w ty does not
6. TAXES apply to and the Seller assumes responsibility for
normal wear and tear or for ge or deterioration if •
Unless at the time of execution of this Agreement Buyer fur- the Equipment has bee ject to abnormal condi-
nishes Seller with a sales tax exemption certificate, any lions, accident, misu or use not in accordance with •
sales, use, personal property or other such taxes shall be the operating i rctions furnished by the Seller or
added to the purchase price and invoiced by Seller to Buyer. failure to ca ut the Seller's recommended servicing,
7. TERMS OF PAYMENT - or dam or deterioration resulting from the use of
co penis, replacement parts or programs other than
Unless other terms of payment are agreed to In writing and
affixed hereto,payment of the purchase price shall be made (e) NO 'STFIeR WARRANTY EXPRESS OR IMPLIED IN- A
to EMI Medical Inc. in Northbrook, Illinois as follows: CLUDING THE WARRANTY OF MERCHANTABILITY OR i X11
(a) A 20% down payment of the purchase price at the time FITNESS FOR A PARTICULAR PURPOSE IS AP 51
-
of execution of this Agreement.
(b) A further payment.bringing the total payments to 800/0 • PLICABLE.
of the purchase price prior to scheduled shipment of the 9. LIABILITY
Equipment.The funds may be submitted by wire transfer The Seller's liability arising from the supply, installation,or
(per Seller's Instructions) or cashier's check forwarded use of the Equipment whether It arises under the warranty
to the Seller, at the mailing address specified herein. or otherwise, shall be limited solely to the correction of
(c) The balance of the purchase price upon'tender of the defects or replacement of parts as set forth herein above,
Test Certificate by the Seller. Invoices for the balance and is limited to the period of the warranty.The Seller shall
•
due will be forwarded to the Buyer. - not under any circumstances be liable for any incidental
(d) The Seller will not deliver the Equipment to the Buyer's consequential or special damages. .
site unless the Seller has already received the amounts
_
specified in paragraph (a)and (b) hereof, and executed 10. INDEMNITY
Program License Agreement. The Seller undertakes and agrees to indemnify the Buyer
(e) The Seller reserves the right to charge the Buyer interest against any damages and costs awarded in any suits, ac-
on all amounts overdue at the rate of two percentage tions or proceedings in which the Buyer is made defendant
points above the prime rate charged by Continental for actual or alleged infringement of any patent, registered.
Illinois National Bank and Trust Co.of Chicago and with design, registered trademark or copyright existing at the
storage, freight, or diversion charges incurred by Seller date hereof resulting from the use of the Equipment pur-
by reason of any delay in receipt of payment, and such chased hereunder.This indemnity shall not apply to any in-
amounts of interest and/or charges shall be paid by the fringement which is due to the association or combination
Buyer promptly to the Seller. of Equipment with any other article, apparatus or device,
(f) All prices quoted (except for refurbished and mobile and is conditional upon the Buyer giving to the Seller
equipment)are F.O.B. buyer's plant. . prompt written notice of any claim for infringement and
permitting the Seller (at its expense) to conduct any litiga-
8. WARRANTY • A� tion or negotiations in respect thereof.The foregoing states
1 the Seller's entire liability for patent,design,trademark and
tender by Seller of the executed and dated Test C - (A. copyright infringements.
tificate and shall extend for a period specified on ge TRAINING AND MAINTENANCE
one hereof upon the express condition that the uyer 11
gives prompt written notice to the Seller of an defect (a) The Seller Is willing to train a suitably qualified individ-
when such defect appears. The Equipment, cluding ual approved by the Seller In first line servicing of the •
accessories,peripheral units and spare part ut not in- Equipment. This training shall be carried out over a
cluding the x-ray tube, is warranted (bu only to the short period at a location stipulated by the Seller and
Buyer)against defects In design,materi or workman- would be free of charge to the Buyer, except that the.
ship, and against defects in the inst ation work per- Buyer would bear the cost of the individual's salary and
formed by the Company. If any elect in design, related costs and his travel,accommodation, living and
materials or workmanship appear ithin the period of other expenses.
• warranty,the Seller will in the ca of all Equipment ex- (b) The Seller is willing to train two of the Buyer's qualified
cept the x-ray tube, correct th defect by making any operating technologists in the operation of the Equip-
necessary repairs or, at its o ion replacing any defec- ment at the Seller's plant in accord with Seller's training
live parts. Such work, If p ormed during the Seller's poticy in effect as of the date of this Agreement. Buyer
normal working hours,wit eat the sole expense of the shall be responsible for all expenses of travel, meals
Company. All work pert med after the Seller's normal •and lodging for its employees attending such training
working hours or on ekends, or legal holidays, shall course. In addition, Seller shall provide a one day, on
be charged at the S er's overtime rates then in effect. site course, covering proper patient positioning.
. (b) The x-ray Is warr ed (but only to the Buyer) against (c) During the warranty period the Seller will carry out,at its
defects in desig aterials or workmanship for a period own expense,one scheduled visit per month for the our-
of 12 months 500 working hours, whichever is the - pose of preventative maintenance. These visits, which
shorter, fro e date of tender by Seller of the signed will normally be of one day's duration,and will be sched-
and dated st Certificate. If a defect should appear in uled during Seller's normal working hours. The Buyer
• the x-ray e during the warranty period which necessi- will arrange for the Seller's engineers to have free and
' tates r acement of the x-ray tube, the Seller's normal unhindered access to the Equipment and the site during
char for labor and for the x-ray tube shall be reduced - these visits.The Buyer will be solely responsible, at its
pro- to by the percentage or the warranty period re• own expense, for carrying out daily and weekly routine
m ning when the defect appears. maintenance on the Equipment, as specified by the
(c) fective parts, if and when replaced, will become the Seller.A record of such maintenance will be made by the
Buyer in the EMI-Scanner Log Book maintained at the
PAGE 3 EMI Medical Inc. copy
. Buyer's site and such record will be verified from time to • license, the Seller shall be excused, discharged and re-
time.by the Seller's service engineer. The provisions of leased from performance to the extent such performance is
this subparagraph do not apply to mobile units or ultra- so limited,delayed or prevented without liability of any kind.
sound equipment. 16. BANKRUPTCY
12. DESIGN RIGHTS Should the Buyer become bankrupt or insolvent or the sub •
-
. The Seller or its parent or affiliated companies retain full ject of a petition for the appointment of a receiver,the Seller
ownership of all inventions, designs, copyrights and proc- shall be at liberty to cancel the Agreement.by notice in •
esses already made or evolved by the Seller or its parent or writing without prejudice to any right or remedy which shall
affiliated companies in preparing any quotation or during have accrued to it up to the date of such cancellation.
the course of any work on any contract or order resulting
therefrom. 17. WAIVER
•
Waiver by the Seller of any default of the Buyer hereunder or
13. CONFIDENTIALITY of any provision hereof shall not be deemed a waiver of any .
The Buyer shall keep confidential, and shall not divulge to other default of the Buyer.The election of any one or more
third parties at any time any drawings, designs, specifica- remedies by the Seller shall not constitute a waiver of the •
lions or manuals relating in any way to the Equipment or right to pursue'other available remedies.
any information relating thereto or any program information 18. ASSIGNMENT
howsoever issued by or on behalf of the Seller.Copyright In
all materials made available by the Seller shall remain in the This Agreement shall not be assigned by the Buyer without
Seller or its parent or affiliated companies at all times. .the prior written consent of the Seller.
14. PROGRAM LICENSE AGREEMENT •
19. LEGAL CONSTRUCTION
EMI Limited, the parent company of the Seller, is proprietor This Agreement shall be construed and enforced in accord-
of one or more computer programs for use with the Equip- ance with the laws of the State of Illinois. The section
ment (such programs hereinafter called separately or col- headings contained in this Agreement are for reference pur-
lectively "EMI Programs").The EMI Program necessary for poses only and shall not affect in any way the meaning or in-
the operation of the Equipment Is copyright and confiders- terpretatlon of this Agreement.This Agreement shall be the
tial. Upon the execution hereof, the.Seller shall offer to.the complete and exclusive statement of agreement between
Buyer a nonexclusive, royalty free right and license to use the parties and shall supercede all prior agreements and
the EMI Program in connection with the Equipment. Such understandings between the parties. The Agreement may
license shall be contained in the Program License Agree- not be modified or amended except in writing executed by
ment,a copy of which is attached hereto as Schedule B.All an authorized representative of the party against whom
obligations of the Seller upon execution hereof, are made such modification or amendment is asserted.
expressly conditional on the execution of the Program 20. GENERAL
License Agreement by the Buyer and the user of the Equip-
meet and compliance with its terms. Any notices given and any payments made hereunder shall
be sufficient if hand delivered or sent first class certified
15. FORCE MAJEURE •
mail, return receipt requested, postage prepaid,to the par-
If the Seller's ability to perform its obligations hereunder is ties at their address indicated herein or at such other ad-
limited, delayed, or prevented in whole or in part by any dress as may be given in writing.
reason whatsoever not reasonably within the control of the
Seller, including without limitation, act of God, war, inva- 21. ACCEPTANCE
sion, act of foreign enemy, hostilities (Whether war be This Agreement shall not be effective or binding on the
declared or not), civil war, rebellion, civil strife, strikes Seller.untif executed by a duly authorized employee of the
and/or Industrial dispute or by any law, rule, regulation, Seller at its Northbrook,Illinois facility.If this Agreement is
order or other action by any public authority,transportation first executed by.Seller, it shall be null and void unless ex-
delays, or the refusal of any necessary export or import ecuted by Buyer within fifteen days of execution by Seller.
•
(BUYER) z EMI MEDICAL C. -p
BY j-e•— ettei•-•-e-/. I S 1. .-a- ti' BY: ,C.e.A
griolaard Stenn@/ ', spital Adminis traedanwer, ustomer Services
Norman Ca /son, Chairm Board County Printed Nome
/Q/.9/ f ... , Commissioners rI' hi -•
ATTEST: fCQ,' it„,,.- t;- # 4Plr 1 Date ` •
' Weld County Clerfl & Recorder - , _ _
y 19 ''1 .p aAzvrvbeput - '
�lCddress: (Bill fo'�Lt.t ;. Yet/WA' ti - 1 ,, rl_�;-- / • . r ,-24_,:_i
Ul
Address: (Ship to) -
•
G .
•
0578
' PAGE 4
Hello