HomeMy WebLinkAbout20111114 RESOLUTION
RE: APPROVE SURPLUS MATERIALS DONATION AGREEMENT FOR MEDICAL
EQUIPMENT AND AUTHORIZE CHAIR TO SIGN - EASTMAN KODAK COMPANY
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 a Surplus Materials Donation
Agreement for Medical Equipment between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Weld County
Paramedic Service, and Eastman Kodak Company, commencing March 29, 2011, with further
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 Surplus Materials Donation Agreement for Medical Equipment
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Weld County Paramedic Service, and
Eastman Kodak Company 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 9th day of May, A.D., 2011, nunc pro tunc March 29, 2011.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, C LORADO '
/-f� !I
ATTEST:
arbara Kirkmey-r, Chair
Weld County Clerk to th�go r
/L,„ , / 4 , Sean P Conw ro-Tem
BY: C r�CC� fi.�C,Cj d���(� y��� �
Deputy Clerk to the Boar• e +
Wi(:r/
ia�F. Garcia
AP ORM: EXCUSED
David E. Long
ounty Attorney � �.y.��E✓
Doug adem cher
Date of signature: 5//7///
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2011-1114
co -O-0 Fj-\ 1 \ AM0020
SURPLUS MATERIALS DONATION AGREEMENT
Mail To: EASTMAN KODAK COMPANY Title: Medical Equipment
Purchasing-Investment Recovery
9952 Eastman Park Drive Number: GS-032911-0
Windsor, Colorado 80551-1338
AGREEMENT made this Date, March 29, 2011, by and between EASTMAN KODAK COMPANY, whose
mailing address is above, (hereinafter called "E.K.C."), and Weld County Paramedic Services who's
mailing address is, 1121 M Street, Greeley, Colorado, 80631 (hereinafter called "Receiving
Organization")
1. Receiving Organization hereby agrees to accept from E.K.C. "AS IS," each and any of the following
described items which E.K.C. agrees to donate (hereinafter individually called "SURPLUS MATERIAL'
and collectively called "SURPLUS MATERIALS") upon the terms set forth herein.
Quantity
And Value Per Unit Market Value
Description/Name of Surplus Material Unit of
Measure
SURPLUS MATERIALS as defined in Attachment A 1 LOT TBD
GRAND TOTAL TBD
Additional SURPLUS MATERIALS are set forth on ATTACHMENT"A" hereto, which is hereby
incorporated herein.
Freight Account of: Consignee
FOB: Kodak Colorado Division
WARRANTY
E.K.C. warrants only that it has good title to SURPLUS MATERIALS donated hereunder. Receiving
Organization understands and agrees that E.K.C. donates SURPLUS MATERIALS"AS IS." THERE ARE
NO EXPRESS WARRANTIES OTHER THAN E.K.C.'S WARRANTY OF TITLE AND NO IMPLIED
WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR PARTICULAR PURPOSE.
2. RECEIVING ORGANIZATION'S REPRESENTATIONS AND RESPONSIBILITY TO WARN:
(a) Receiving Organization represents that it understands the nature and characteristics of
SURPLUS MATERIALS, is aware that SURPLUS MATERIALS may be, bear, or contain
hazardous materials, and is familiar with any health, safety and/or environmental hazards arising
out of or resulting from the possession, use, storage, transportation, maintenance, handling,
treatment and disposal of such materials or surplus material.
(b) Receiving Organization represents that it is accustomed to handling items similar to SURPLUS
MATERIALS and to handling materials bearing or containing hazardous materials and that it has
the necessary expertise, equipment and facilities to safely and lawfully conduct all of Receiving
Organization's activities involving SURPLUS MATERIALS including transportation, handling,
storage, disposal, treatment and use, and will so conduct such activities.
(c) Receiving Organization represents that it has read and understands all information relating to
SURPLUS MATERIALS listed above which is contained in any material safety data sheets and
Donation Agreement_Medical Equipment.doc Page 1 of 5
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other documents which are attached hereto and made a part hereof, and, if any invitation to bid
is referenced above, that it has read and understands all information relating to such materials
which is set forth in such invitation to bid at the numbered page or pages which are specified in
such invitation to bid reference, including all information relating to such materials which is
contained in material safety data sheets and other documents referenced in such pages and
attached to such invitation to bid, and all such information is hereby incorporated by reference.
Receiving Organization agrees to provide all information supplied to it by E.K.C. with respect to
any SURPLUS MATERIAL donated hereunder to any subsequent purchasers or receivers of
such SURPLUS MATERIAL. If any SURPLUS MATERIALS to which this agreement applies are
to be relabeled by Receiving Organization, such re-label must include, as a minimum, all the
safety information on E.K.C.'s label and be labeled in accordance with applicable local, state,
and federal regulations.
(d) Receiving Organization agrees to warn all persons (including but not limited to Receiving
Organization's employees, subcontractors and customers) who may become exposed to
SURPLUS MATERIALS, of hazards associated therewith (including but not limited to any
hazards indicated in the documents referenced herein or attached hereto), and Receiving
Organization agrees to take all action necessary to protect such persons from said hazards.
3. DELIVERY:
(a) The means of transportation as well as the particular time and quantity of each delivery
hereunder shall be mutually agreed upon reasonably in advance of such delivery, provided
however that all deliveries shall be completed within ten (10) days of this completed agreement,
unless otherwise mutually agreed by the parties in writing.
(b) E.K.C. shall deliver SURPLUS MATERIALS to Receiving Organization at E.K.C.'s location
where SURPLUS MATERIALS are located (hereinafter called "Place of Delivery") unless
otherwise mutually agreed by the parties in writing.
(c) Receiving Organization shall transport, or cause to be transported SURPLUS MATERIALS from
Place of Delivery at Receiving Organization's cost and expense. E.K.C. may, upon Receiving
Organization's request, but at E.K.C.'s option, arrange for transportation. Freight from Place of
Delivery will be for account of Receiving Organization unless otherwise designated on the face
of this Agreement.
(d) Title to, and risk of loss of, SURPLUS MATERIALS delivered hereunder shall pass to Receiving
Organization upon delivery
4. CLAIMS: Receiving Organization's receipt, or receipt by Receiving Organization's carrier, of
SURPLUS MATERIALS delivered hereunder shall be an unqualified acceptance of, and a waiver by
Receiving Organization of its right to make claim with respect to, such SURPLUS MATERIALS,
unless Receiving Organization gives E.K.C. written notice of claim within twenty (20) days of any
such receipt. No claim of any kind, whether or not as to SURPLUS MATERIALS delivered or for non-
delivery of SURPLUS MATERIALS, and whether or not based on negligence, shall be greater in
amount than the price of any transportation paid by Receiving Organization in respect of which such
claim is made. In no event shall E.K.C. be liable for special, indirect or consequential damages,
whether or not caused by or resulting from the negligence of E.K.C..
5. FORCE MAJEURE: Neither Receiving Organization nor E.K.C. shall be liable for its failure to
perform hereunder if said performance is made impracticable due to any occurrence beyond its
reasonable control, including act of God, fires, floods, wars, sabotage, accidents, labor disputes or
shortages, governmental laws, ordinances, rules and regulations, whether valid or invalid, and any
other similar or different occurrence. If E.K.C. is unable to supply SURPLUS MATERIALS specified
in this Agreement or any portion thereof, E.K.C. shall allocate its available supply among its
customers and its departments and divisions in a fair and equitable manner. In no event shall E.K.C.
be obligated to purchase or manufacture/generate SURPLUS MATERIALS or other materials in order
to enable it to deliver SURPLUS MATERIALS to Receiving Organization.
6. NON-WAIVER: Failure of E.K.C. or Receiving Organization to exercise any right under this
Agreement upon one occasion shall not waiver the right to exercise the same on another occasion.
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7. MISCELLANEOUS: The law of the State of Colorado shall govern the validity, interpretation and
performance of this Agreement with respect to SURPLUS MATERIALS delivered or to be delivered
hereunder. This Agreement contains all of the representations and agreements of the parties hereto
pertaining to the subject matter hereof and there are no oral understandings, representations or
warranties affecting it. This Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of each of the parties hereto, but any assignment hereof by Receiving
Organization without the prior written consent of E.K.C. shall be void. No modifications of this
Agreement or waiver of the terms or conditions hereof shall be effected by the acknowledgment or
acceptance of purchase order forms containing other or different terms or conditions whether or not
signed by an authorized representative of Receiving Organization or E.K.C.. Neither course of
performance not course of dealing nor usage of trade shall be used to interpret, construe, qualify,
explain or supplement any of the terms of this Agreement.
8. COMPLIANCE WITH LAWS:
(a) All permits, licenses and governmental approvals of whatever nature relating to the purchase,
possession, transportation, storage, processing, maintenance, handling, labeling, use and/or
disposition of SURPLUS MATERIALS after delivery to Receiving Organization shall be obtained
by Receiving Organization, at its own expense, and Receiving Organization hereby represents
that it has obtained all such permits, licenses and governmental approvals and will furnish
copies of same to E.K.C. upon request.
(b) Receiving Organization shall comply with all laws and ordinances and all governmental orders,
rules and regulations relating in any way to its purchase, possession, transportation, storage,
processing, maintenance, handling, labeling, use and/or disposition of SURPLUS MATERIALS;
to the labor, equipment, and facilities used in connection therewith; and to the protection of the
public health, safety, or environment with respect to its transportation, handling, use or
disposition of SURPLUS MATERIALS. To the extent permitted by law, Receiving Organization
shall indemnify and hold harmless E.K.C. against all fines, penalties, assessments, damages
and other liability of whatever nature arising out of or resulting from Receiving Organization's
failure to comply with this Paragraph.
9. INDEMNITY: To the extent permitted by law, Receiving Organization shall indemnify and save
harmless E.K.C., its employees and agents, from and against all claims, liabilities, losses, damages,
fines, penalties and expense of every character whatsoever (including but not limited to liability for
pollution, environmental damage or restoration, nuisance, bodily injury, sickness and/or disease,
including death, and loss of or damage to property), which are caused by, or arise out of or in
connection with SURPLUS MATERIALS, after delivery to Receiving Organization of SURPLUS
MATERIALS at Place of Delivery, whether such liability is based on contract, warranty, tort( including
negligence and strict liability), statute or otherwise.
10. TECHNICAL INFORMATION: Any technical information or assistance heretofore or hereafter
furnished by E.K.C. is not a description or specification of the material delivered. Any such
information or assistance is given and accepted at Receiving Organization's risk and E.K.C. shall not
be responsible or liable for the information or assistance given or the results thereof. In the event any
quantity of material deliverable hereunder violates or fails to comply with any applicable governmental
law, regulation, ordinance, standard or decree relating to pollution, ecology or environmental matters,
either party shall have the right to terminate this Agreement with respect to said material by written
notice to the other party.
11. HSE CONSIDERATIONS:
Receiving Organization shall comply with all health, safety and environmental laws applicable to the
SURPLUS MATERIALS.
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This agreement and any amendments listed and riders attached shall constitute a binding agreement as
and when signed by authorized representatives of the parties.
Board of Weld County Commissioners on behalf of
RECEIVING ORGANIZATION: Weld County EASTMAN KODAK COMPANY
Paramedic Services
� crZ �axp� MAY 0 C. 2011 i
Signature Date Signature Date
Barbara Kirkmeyer
Printed Name of Authorized Employee
Gregory A. Smith
Chair, Board of Weld County Commissioners Commodity Manager
Title Purchasing & Investment Recovery
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ATTACHMENT A
SURPLUS MATERIALS
DESCRIPTION QUAN/UOM MODEL NUMBER SERIAL NUMBER
Ladder& Sam Splints 1 EA N A N/A
Disposable cot bedding 1 BOX N/A N/A I
(sealed)
IV trainer kit 1 EA N/A N/A
Blood pressure cuff& 1 EA N/A N/A
stethoscope
Air splints 1 KIT N/A N/A
V vac suction w/extra I EA N/A N/A
canisters
Matrix foam splints 1 KIT N/A N/A
Dynamed hare traction splint 1 EA N/A N/A
Compact hare bilateral 1 EA N/A N/A
traction splint
Sager traction splint 1 EA N/A N/A
OB kit(scalpel,bulb syringe, 1 EA N/A N/A
pads,clamps)
Ferno stair chair 1 EA N/A N/A
Laerdal suction unit 1 EA 88-00-01 8743-F173
w/catheters&extra canisters
Cardboard disposal splints 1 EA N/A N/A
O2 bag,oral airways, bag 1 EA N/A N/A
valve mask
Kendrix extrication device 1 EA N/A N/A
Scoop(stretcher) 1 EA N/A N/A
Donation Agreement_Medical Equipment.doc Page 5 of 5
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