HomeMy WebLinkAbout20131011.tiffRESOLUTION
RE: APPROVE AGREEMENT AND AUTHORIZE CHAIR TO SIGN - GEN-PROBE SALES
AND SERVICE, INC.
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, the Board has been presented with an Agreement between the County of
Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on
behalf of the Department of Public Health and Environment, and Gen -Probe Sales and Service,
Inc., with terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Agreement between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Department of
Public Health and Environment, and Gen -Probe Sales and Service, Inc., be, and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 29th day of April, A.D., 2013.
ATTEST:' oowLs.
Weld County Clerk to the Bo
BY:
Deputy CIer.To the Board
Date of signature: MAY 1 4 2013
1Env1 61O1-- 't
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BOARD OF CCNTY COMMISSIONERS
WELD COCOLORADO
Sean P. Conway
Freeman
arbara Kirkmeyer,,
C NCBr (%i �r
2013-1011
HL0040
HOLOGIC®
April 18, 2013 Contracts 103233000013022
Account" 1032330000
Weld County Health Department
MTN: Cheryl Darnell
Laboratory Manager
1555 N 17th Avenue
Greeley, CO 80631
To'. Ms. Darnell
From'. Gen-Prohc Sales & Service, Inc.
t GEN-PROBE
Listed below are the pricing and tens for Gen -Probe's Aptima family of products (individually or collectively, `Reagents").
THIS AGREEMENT is made by and between the Board of County Commissioners of Weld County, Colorado, 1150 O Street, Greeley, Colorado 80632,
hereinafter referred to as "Customer," and Gen -Probe Sales and Service, Inc.. 10210 Genetic Center Drive. San Diego, CA 92121, hereinafter referred to as
"Gen -Probe." Customer and Gen -Probe for the mutual promises and consideration hereinafter set forth, agree to the following terms and conditions:
7 TERM. This Agreement shall he for five (5) years from the date of execution by both parties (hereinafter - Tent")
2 REAGENTS. Gen -Probe shall provide to Customer the following Gen -Probe Aptima family ofproducts hereinafter" Reagents") at the following pricing.
Monthly Extended
Product Purchase Monthly
Number Product Description Price/Kit Quantity, Price
302923 APTIMA COMBO 2, 100 -TEST KIT, PANTHER S 1.400.00 46 $ 6,440.00
301041 Kit,APTIMA COMBO 2 Swab Spec Coll S 62.50 75 $ 468.75
301162 Collect Kit,Vaginal Swab (IVD) S 6250 0.8 $ 50.00
303085 Advanced Cleaning Solution No Charge 24 S -
CL0041 Caps, AMP/P.R.S.(CL0045)DIAG. S 18.75 0 '7 S 13.13
501604 Spare Caps, PP, 60mL, TCR APTIMA 2x50 S 18.75 04 $ 7.50
303096 Run Kit, Panther No Charge 04 $
TOTAL: S 6,979.38
Customer is not obligated to purchase the "Monthly Purchase Quantity" each month during the ten of this Agreement, but may order Reagents as required to
meet Customer's needs. The "Monthly Purchase Quantity" indicates the minimum monthly amount of Reagents Gen -Probe shall provide to Customer if so
requested. The stated pricing shall not change from the terms listed herein during the Term of this Agreement.
Instrumentation equipment required will include the following_
Quantity & Instrumentation
I x 303095
I .x 800147
I x 800142
Description
Panther Instrument System, DX
Standard Service
PRO360= Remote Diagnostics Management *
In -House Training for two (2) System Operators
P.1NAIENT AND SHIPPING TERMS
Payment Terms See payment tents below
Freight Terms Origin Prepay and Add
Delivery 7 Business days After Receipt of Order
3 PRICING. Region VIII Public Health Pricing, firm pricing for the term of the Agreement_
4 PAYMENT TERMS. Customer shall make all payments due under this Agreement via check or Automated Clearing House (ACID payments net thirty (30) days
from the date of invoice. Any other form of payment, including payments by individual credit cards will be subject to approval and may result in administrative fees
or surcharges.
5 ADDITIONAL EQUIPMENT AND SERVICES PROVIDED BV GEN-PROBE.
A. Gen -Probe shall pro-ide the following instrumentation/equipment (hereinafter "System") to Customer daring the Term of this Agreement at no charge:
Quantity & Instrumentation Description
I x 303095 Panther Internment System, DX
B. Gen -Probe shall provide the following service for the System to Customer doting the Term of this Agreement at no charge
I x 800147 Standard Service (PR0360° Remote Diagnostics Management)
2013-1011
10210 Genetic Center Drive. San Diego, CA 92121
HOLOGIC®
tGEN-PROBE
Gen -Probe will initially guarantee 24 hour service response time (Mon -En) for the PANTHER® System. Within six months of PANTHER® installation, Gen -Probe
will continue the 24 hrs response time guarantee if PRO360 ° has been installed within Weld County Health Department and connected to Gen -Probe. If PRO360 'has
not been installed, Gen -Probe will extend the guaranteed service response time to 48 hrs
C. Gen -Probe shall provide the following training at Den -Probe's Sand Diego headquarters for usage of the Equipment at no charge
I x 800142 In -House Training for two (2) System Operators. Costs covered by Gen -Probe during the training shall include ant are and any other necessary
transportation costs, accommodations, and meals
D. Upon acceptance of this Agreement Gen -Probe will reimburse Vendor for the expenses associated with the procurement of an LIS interface for the System, up to
$7,00O00 upon submission ofan invoice from LIS Vendor.
E. Description of Service is attached hereto as Exhibit A.
6 UN.ATHORIZED USE. Customer agrees to use the System solely m conjunction with Reagents or other supplies expressly authorized by Gen -Probe.
7 TITLE. Gen -Probe shall hold exclusive title to the System and may not assign. transfer, pledge or sell Gen -Probe's interest in the System without notice to or
approval from Customer. Such approval shall not be unreasonably withheld by Customer. Gen -Probe is Gen -Probe Sales & Service Inc_ a wholly -owned distribution
subsidiary of Gen -Probe Incorporated Customer shall not remove any markings from the System, which identifyGen-Probe as the owner. Customer shall keep the
System free from any and all liens, claims and encumbrances and shall not lease, sublease, transfersell, or assign the System. Customer does hereby make, constitute
and appoint Gen -probe as Customer's true and lawful Attorney -in -Fact for the sole purpose of executing and filing- in the name of Customer, a UCC-I statement in
favor of Gen -Probe covering the System.
8 TAXES. Fees and other charges described in this Agreement do not include federal, state or local sales, use. property, eeiac - service or simfar taxes (-Tax(esl")
now or hereafter levied, all ofwhich shall be for Customer's account With respect to statelocal sales taxdirect pay permits or avalid tax-exempt certiftraces must
be provided to Gen -Probe prior to the execution of this Agreement
9 WARRANTY AND SERVICE. Gen -Probe warrants that the Reagents shall meet the required performance specifications to perform the desired tests as described in
the Package Inserts The extent of Gen -Probe's liabibry under this warranty is limited to replacing any defective Reagent Gen -Probe does not manufacture the
System. The System is warranted through manufacturers as desenbed in the Operator's Manual provided to Customer and such warranties extend to Gen -Probe's
customers. Gen -Probe may, at its option, repair or replace any defective System. The foregoing warranty shall not apply in the event that (a) Customer has not used
and maintained the System in accordance with the guidelines set forth in the Operator's Manual provided to Customer. (b) ifCustomer has used the System with
reagents and supplies not expressly authorized by Gen -Probe- (c) if the System is repaired or altered by a party other than Gen -Probe without Gen -Probe's prior
written approval, or (d) if the System has been subject to misuse, negligence, or accident.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES. EXPRESSED OR IMPLIED.. ARISING BY OPERATION OF LAW OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR
PURPOSE AND NONINFRINGEMFNT.
10 MAINTENANCE AND REPAIR Customer agrees to maintain the System in good operating condition and assumes all risks of loss and damage to the System,
except as covered in Warranty and Sen ice, above In the event of loss or damage. Customer will pay Gen -Probe the depreciated once of the lost or damaged item of
System
Il LIMITATION OF LIABILITY. EXCEPT FOR PAYMENTS DUE PURSUANT TO PAYMENT AND SHIPPING TERMS (ABOVE), IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO. 1O51'
PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR COSTS INCURRED BY THE OTHER PARTY IN CONNECTION WITH THE
USE OF I HE EQUIPMENT OR REAGENTS BY CUSTOMER OR ANY OTHER PERSON UTILIZING EQUIPMENT NOR SHALL GEN-PROBE BE LIABLE
FOR THE COST OF PROCUREMENT OF SUBSTITUTE REAGENTS OR EQUIPMENT. Such limitation is intended to apply without regard to whether such
damages arc claimed asserted or brought in an action or claim sounding in tort or contract or on the warranty- or under any other law or form of action.
12 DEFAULT, The occurrence of any of the following events shall constitute a default (-Default-) by either Customer or Gen -Probe (a) non-payment when due of any
amount payable by Customer in accordance with this Agreement, Neither parties failure to perform any covenant or condition of this Agreement: (c) either party
becomes insolvent or unable to pay debts as they mature, (d) either party files for protection under any bankruptcy or similar laws or if any proceeding in bankruptcy.
receivershipor insolvency shall be commenced by or against either party or its property. (e) either party makes an assignment for the benefit of iIs creditors, or (f) d
any substantial attachment or execution be levied on any of either parties property. In the event of a Default hereunder, all indebtedness of Customer hereunder may,
at the option of Gen -Probe and without demand or notice of any kind he declared and thereupon immediately become due and payable, and in addition to all other
remedies, all of which are cumulative, Gen -Probe may (I) require Customer to return the System and make the System available to Gen -Probe at a mutually agreed
upon place. and/or (n) either party may terminate this Agreement Either party shall be entitled to recover from the other any and all expenses and damages, which
either parry sustains by reason of Default including but not limited to, reasonable attorneys' fees and all experts of repossession, removal, storing, and disposition of
the System. The remedies and rights specified herein shall not be exclusive and shall be cumulative. The exercise or the non -exercise of any right or remedy shall not
limit or prejudice either parry as to that right or remedy or as to any other rights or remedies provided by applicable law.
13 CONFIDENTIALITY. Customer acknowledges the existence of the trademarks. copyrighls, patents, and other intellectual property rights relating to the use or
subsisting in or in connection with the System including software, hardware, and other parts thereof in which Gen -Probe or a third pan' has an interest are, and shall
remain, the sole property' of Gen -Probe or the respective third party. Customer shall not at any time dispute Gen -Probe's ownership thereof Customer shall hold in
confidence all materials or information disclosed to it by Gen -Probe hereunder ("Confidential Information'). In addition to the foregoing Gen -Probe Confidential
Information includes the operator`s manual, the System price and payment terms Customer agrees to take precautions to prevent the unauthorized disclosure or use
of Confidential Information consistent with precautions used to protect its own confidential information, but in no event less than reasonable care. The parties to this
Agreement expresly recognize Customer's requirement to comply with Colorado Open Records Act (CORA), and as such. Customer agrees to protect the
confidentiality of Gen -Probe's infomiation as may be permitted by CORA.
The obligations of Customer hereunder shall not apply to materials or information which (a) is now, or hereafter becomes, through no act or failure to act on the party
of Customer, generally known or available. (b) is known by Customer at the time of receiving such information as evidenced by its records. (c) is hereafter furnished
to Customer by a third party, as a matter of right and without restriction on disclosure. (d) is independently developed by Customer without any breach of this
Agreement, or (e) is the subject of a written permission to disclose provided by Gen -Probe Notwithstanding any other provision of this Agreement, disclosure of
Confidential Information shall not be precluded if such disclosure. (i) is in response to a valid order of a court or other governmental body or is otherwise required by
law, provided however, that Customer shall first have given notice to Gen -Probe and shall have made a reasonable effort to obtain confidential treatment of such
Confidential Information:, Hills otherwise necessary to establish rights or enforce obligations under this Agreement but only to the extent that any such disclosure is
necessary
10210 Genetic Center Drive, San Diego, CA 92121
HOLOGIC®
't GEN-PROBE
14 NO MULTI -YEAR FINANCIAL OBLIGATION (NO "TABOR" VIOLATION). This Agreement is subject to annual renewal by Customer. Notwithstanding
any other prosision herein, financial obligations of the Customer payable after the current fiscal year are contingent upon funds for that purpose being appropriated
budgeted and otherwise made available. Bs execution of this Agreement, Customer does not warrant that funds will be available to fund this Agreement beyond the
current fiscal year.
15 GOVERNMENT IMMUNITY. No term or condition of this contract shall be construed or interpreted as swatter. express or implied of any of the immunities,
rights, benefits, protections or other provisions of the Colorado Governmental Immunity Act Section 24-10-101 et seq, as applicable now or hereafter amended.
16 NO THIRD PARTY BENEFICIARY. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement and all rights of
action relating to such enforcement shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action
whatsoever by any ether person not included in this Agreement It is the express intention of the undersigned parties that any entity other than the undersigned parties
receiving services or benefits under this Agreement shall be an incidental beneficiary only
17 VENUE. Colorado law, and rules and regulations established pursuant thereto. shall be applied in the interpretation execution, and enforcement of this Agreement.
Any provision included or ncorporated herein by reference which conflicts with said laws, rules and/ or regulations shall be null and void. Any action for enforcement
or interpretation of this Agreement shall he made in the courts of Weld County, Colorado.
18 Any additional terms and conditions accompanying subsequent Customer Purchase Order or other documentation must be agreed upon, in writing, and signed by both
parties in order to be valid
Should you hate any questions, please call your local Sales Representative at 800-523-5001.
CHAIRMAN OF T
WELD CO
Chaim Garcia
APR 2 9 2013
OARD OF
SIONERS
GEN-PROBE SALES & SERVICE, INC.
r f -�/�/ti ft,r(-r��4rs
Signature and Title
Date Date
10210 Genetic Center Drive, San Diego, CA 92121
d0/ 3-/0//
PANTHER DESCRIPTION OF STANDARD SERVICE
SERVICES INCLUDED. The services included under Standard Service are the following.
Labor, necessary replacement parts (excluding disposables which include, but are not limited to, TECAN Tips, MTU's,
waste bags, and bench covers), and Gen -Probe travel expenses.
Preventative maintenance by a Gen -Probe service technician according to operator's or user's manual.
System repair for reasons other than those listed below under Services Excluded.
Site visits for covered repair services.
Access to Gen -Probe Technical Support telephone support, Monday through Friday, 6:00 AM to 5:00 PM Pacific Time
(excluding Gen -Probe holidays).
Telephone Number for all Technical Support: 888-484-4747.
Factory authorized updates or modifications, including parts.
PRO360° REMOTE DIAGNOSTICS.
Representative on site within 24 hours (Monday —Friday) if PRO360° Remote Diagnostics Management is installed.
Representative on site within 48 hours (Monday — Friday) if PRO360° Remote Diagnostics is not installed.
Service response times are predicated upon the System operator being willing and able to transfer System log
files to Gen -Probe when instructed by Gen -Probe Technical Support using the protocol described in the System
Operator's Manual.
SERVICES EXCLUDED. The services excluded under the Standard Service option are the following:
Any repair required because of causes other than use of the System pursuant to the operator's or user's manual. Such causes
include, but are not limited to: misuse, abuse, improper use, casualty loss, neglect, reprogramming error, malfunction or
failure of environmental control system, electrical system malfunction or failure, repair maintenance, modification,
relocation, or reinstallation by other than Gen -Probe authorized personnel, installation of commercial or non -System
software, use of any other tips on the System other than TECAN Tips, or acts of God, fire, flood, earthquake, or other
natural causes.
Routine tasks, other than those performed by Gen -Probe during preventative maintenance visits, covered in the operator's
or user's manual, such as cleaning and maintenance.
Supply items (including, but not limited to, those items listed in the package insert or manual as "materials required but
not provided", TECAN Tips, bleach, squirt bottles, paper towels, and other such items that are needed for general use but
not specifically by the System) and consumable items.
Relocation of System.
Note. Labor and materials charges for all of the excluded services will be billed at rates prevailing at the time of service.
CUSTOMER OBLIGATIONS. Prior to any shipment of repair parts or visit by a Gen -Probe service representative,
Customer must perform all pertinent diagnostic programs, tests, simple/ basic troubleshooting and provide an accurate
description of the failure/error.
REPLACED OR REMOVED PARTS. All parts replaced or removed under this Agreement become the property of Gen -
Probe.
WARRANTY. Limited 90 -day warranty on materials and workmanship.
10210 Genetic Center Dove, San Diego, CA 92121
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