HomeMy WebLinkAbout20253076.tiffeOV1 AcH (OOOS
X1861
COUNTY, CO
Memorandum
TO: Weld County Board of County Commissisoners
FROM: Jason Chessher, Executive Director of Public Health
DATE: 10/10/2025
SUBJECT: Steris Autoclave Maintenance Agreement
The Environmental Health Lab uses an autoclave to sterilize containers for microbiological analyses and nursing
supplies. The lab's certification to analyze drinking water requires (per EPA 815-R-05-004 V.5) that maintenance
be performed annually, which we choose to do through an external vendor, especially since the autoclave is
older and needs more frequent maintenance. Staff compared prices and services from two vendors, Steris and
Baseline, and recommends a three-year contract from Steris that includes four maintenance visits at $6000 for
the first year. The remaining two years see a yearly increase in price of 3% to match expected inflation.
2025-3076
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STERIS®
QUOTED AGREEMENT X: 03000731/25
INVOICE TO: 41149
WELD COUNTY HEALTH DEPT
ATTN:
1555 N 17TH AVE
Better Pricing
AGREEMENT
DATE PRINTED: 09/29/2025
PO X: ." PO Required
PARTS PO X:
AGREEMENT TERM: 02/01/2026- 01/31/2029
BILLING FREQUENCY: Quarterly
GREELEY, Colorado, 80631
Please return a signed copy of the equipment listing and a hard copy of the purchase order as acceptance to the attention of your contract administrator at:
STERIS Corporation
5960 Heisley Road
Mentor OH 44060
ATTN: Service Contracts Administration Department — Healthcare
PHONE: 1-800-333-8828 with Agreement Questions
FAX: 1-440-392-8932
Rev 25.0
RSR939
Service Contracts Administration Department — Life Sciences
1-800-444-9009
1-440-350-7077
This agreement cannot be active and no PM inspections performed, until the receipt of a hard copy purchase order showing the payment terms, agreement numbers or
serial numbers, start date, applicable taxes and the full value of the contract The purchase order has to be received no later than the 1st day of the agreement term, or PM
Service will be delayed. Providing the PO within the required timeline will ensure we can maintain the agreement term, scheduled PM dates, and maintain contract
customer status for preferred unscheduled hourly rates.
Agreement Comments: Please return the signed agreement and PO. If you have any questions, please contact Skye Warner - at skye_warner@steris.com. Please make
sure to reference the agreement number, agreement start date, and end date on your PO.P: 440.392.8114/F: 440.350.7077
This document is confidential information. Disclosure to third parties is not permitted. Page 1 of 3
STERIS®
l
EQUIPMENT LISTING
QUOTED AGREEMENT #: 03000731/25
EQUIPMENT ADDRESS: WELD COUNTY HEALTH DEPT
1555 N 17TH AVE
GREELEY, Colorado,
Rev 25.0
RSRa39
EAGLE 3000 STAGE 3 16" 011179211 2nd floor health SelectChoice Agreement
GRAVITY ELECTRIC
CHROMALOX GENERATOR
Start Date 02/01/2026 End Date 01/31/2027 No. of Annual Inspections
No.of items to be Inspected: 1
Billing Frequency: Quarterly
lab
Labor Care
$ 6,000.00 $ 6,000.00
Address Sub Total: $ 6,000.00
This document is confidential information. Disclosure to third parties is not permitted. Page 2 of 3
STERIS®
First Year Price:
Second Year Price:
Third Year Price:
Rev 25.0
RSR039
$6,000.00
$6,180.00
$6,365.40
Total Agreement Price: $ 18,545.40
The Service Coverage Description set forth in Attachment A and the Temis and Conditions, set forth in Attachment B shall apply to the provisions of services
under this Agreement and are Incorporated herein by reference.
STERIS Agreement #: 03000731/25
SUBSCRIBER
Board of County Commissioners
Weld nty, Colorado
Perry L. Buck,hair
Attest: '...rr
Esther E. Gesick, lerk to the Board
By:Ot Y7
Deputy lerk to th oar
NOV 1 0 2025
This document is confidential information. Disclosure to third parties is not permitted.
By,
STERIS
Page 3 of 3
Z- LS-30-1to -I
ATTACHMENT A
SERVICE COVERAGE DESCRIPTIONS
STEMS Service \lamte'aece Coverage
;Support offermg that provides coverage for scheduled.
lunschcdukd labor
EQUIPMENT MALNTENANCE
Meets OFli Recommeaded Maintenance R Safety —:— •
',Stadards
:Scheduled Maintenance Labor
Scheduled Maintenance Parts (where applies)
Travel Charges
Repair Labor
Rep= Parts
CUSTOMER SUPPORT
ghiovty Ter.. Support 29.7
Customer Cm Center
petalled Ser ire t)ocutnarta ion
'iSersice Pornt
.Troubleshooting Center
Remote Moni[onng _. _.
1. Priority Technical Support: Priority Technical Support service for STERIS equipment for the term of the Agreement to include. unlimited calls to the STERIS service hotline, calls related to STEWS equipment
shall be placed ahead of calls related to equipment that is not registered for Priority Support coverage and STERIS shall route all calls to the appropriate Technical Care Team resource based on the equipment serial
number.
2. Normal Working Hours — The Services for surgical equipment will be performed Monday through Friday, 8:00 A.M. to 8:00 P.M., local time, occluding federal holidays CNormal Working Hours"). The Services
for infection prevention equipment will "'inn
Monday through Friday, 8:00 A.M. to 5:00 P.M., local time, excluding federal holidays ("Normal Working Hours"). Any Service not performed during
Normal Working Hours shall be billed at the current applicable rate as set forth in Attachment A section 4(a).
STERIS Services Terms & Conditions
(Sometimes Referenced as Attachment B)
1) Terms and Conditions:
a) These terms and conditions("STERIS', Terms")apply to, and are incorporated by reference into,all: services sold or provided by STERIS Corporation ("STERIS") pursuant to a service agreement
between STERIS and Subscriber (as defined below) (a "Service Agreement") and billable services ("Billable Services") provided by STERIS in response to a quote submitted by STERIS (whether
or not in response to a service request submitted by Subscriber) and accepted by Subscriber ("Quote"), including the Services (defined below). Notwithstanding any other provision, no term
or condition, express or implied, including any term or condition contained in or referenced by any purchase order or other document issued by Subscriber shall take precedence over STERIS',
Terms unless expressly agreed to by an authorized representative of STERIS and the Subscriber. Any terms in Subscribers purchase order or any other document of acceptance that are
different from or additional to STERIS', Terms are hereby rejected unless specifically accepted by STERIS in a separate document signed by both Subscriber and STERIS, regardless of whether
such other terms would materially alter the terms hereof.
b) STERIS reserves the right to correct any typographical or clerical errors in price, specifications, quotations, or acknowledgements without complying with any provision in the Agreement
governing modification-
s) In addition to those terms defined elsewhere in STERIS', Terms, the following terms shall have the following meanings for the purposes hereof:
i) "Agreement" means, as applicable, either the Service Agreement or an agreement for STERIS to provide Billable Services byway of Quote, and includes, for certainty, STERIS', Terms;
"including" means including without limitation;
iii) "parties" means STERIS and the Subscriber and "party" means either one of them; and
iv) "Subscriber" means the customer that is a party to the Agreement.
2) Services:
a) Subscriber has selected:
) from the service options described in Attachment A to the Service Agreement ("Service Options, or
i) the Billable Services identified in a Quote, in each case, in respect of the equipment ("Equipment") identified therein (being, in the Service Agreement, the Equipment identified in the
"Epment List'). The Service Options and/or the Billable Services (as applicable) are referred to herein as the "Servces". STERIS agrees to provide Subscriher with the Services
qui
according to STERIS, Terms and any other terms and conditions that may be agreed to by STERIS from time to time in accordance with Section 1)a).
Service Parameters:
a) Service Parameters—Geeerally—STERIS will perform the Services under the terms and conditions of the Agreement (which, for certainty, in each case, is deemed to include STERIS', Terms),
and in accordance with the Agreement and any other terms and conditions that may be agreed to by STERIS from time to time in accordance with Section 1)a).
b) Recall Alerts —STERIS will provide a recall alert monitoring and notification service for the Equipment.
c) Documentation —The parties agree to provide each other with the following documentation with respect to the Equipment:
An accurate inventory of the Equipment, the current form of which is included in the Service Agreement if applicable.
Subject to the confclentlality obligations contained in Section 15 below, STERIS will provide Subscriber with copies of all field service corrective maintenance work orders related to the
Equipment that is owned or operated by Subscriber.
d) Normal Working Hours The Services for Equipment will be performed Monday through Friday, 8:00 A.M. to 5:00 P.M., local time, excluding any day that is a statutory or civic holiday in the
jurisdiction where the Subscriber is located.
Response Time STERIS will provide the following response times for unscheduled service calls placed through the STERIS Call Center at 1-800-444-B0M initial phone contact with the
Subscriber within four (4) hours; and on -site service within forty-eight (48) hours. All response times are in accordance with Section 3)d) above.
4) Term and Termination:
a Billable Service shall be for the duration of the Service.
Termination for Insolvency — Either party may terminate this Service Agreement by written notice to the other if such other party shall make any assignment or any general arrangement for
the benefit of creditors, shall file a petition or otherwise commence, authorize oracquiesce in the commencement or continuance of a proceeding underany bankruptcy, insolvency, creditors
protection or similar law, have any such proceeding filed against it and remain outstanding for thirty (30) days or otherwise become bankrupt or insolvent (however evidenced) or be unable
to pay its debts as they fall due.
c) Termination for Breach —The Agreement (including, for certainty, these STERIS's Terms) may also be terminated by either party in the event of a material breach of the terms of the Agreement
by the other party, provided that the breaching party shall have a period of sixty (60) days following receipt of written notice of such an alleged breach within which to correct such breach.
If the breach is not corrected within that period, the non -breaching party may terminate the Agreement immediately by providing written notice of termination to the other party. All
obligations of the parties under the Agreement, including those pertaining to payment and the provision of the Services will continue until the effective date of the termination.
d) Refunds/Cancellation Charges — If the Agreement is terminated by Subscriber other than in accordance with Section 4)b) or 4)c) above, Subscriber will pay to STERIS the difference, if any,
between:
i) the value of the Services provided by STERIS during the then -current Term, as calculated at STERIS's then -current time and material rates, as of the effective date of such termination;
and
the total fees paid by Subscriber during the then -current Term as of the effective date of such termination,
iii) plus an amount equal to Sales Taxes (as hereinafter defined) payable in respect of, or deemed to be included in, the payment to be made to STERIS pursuant to this Section 4)d) The
parties acknowledge and agree that the payment contemplated by this Section 4)d) is not a penalty, but is instead a reasonable attempt to quantify the damages to STERIS in the event
of the termination contemplated by this Section 4)d) and that this Section 4)d) is reasonable under the circumstances,
End of Term — If the entire value of a block of parts and/or block of time contract is not used by Subscriber prior to expiration of the Agreement, Subscriber will not be entitled to a refund
for any portion of the remaining value thereof.
Returns / Restocking Charges — STERIS will accept retums of service parts purchased pursuant to the Agreement and issue Subscriber a credit for such service parts subject to the following
restrictions:
i) A return must be requested within thirty (30) days of the purchase date of the service part, as indicated on the applicable packing slip;
ii) Items must be a STERIS catalog item. "Special" or "made to order" items manufactured by STERIS or purchased from a vendor are not eligible for return;
iii) Items must be in "new" condition. Damaged or used items are not eligible for return,.
iv) Items must be complete. All accessories, instructions and special packaging material must be included. Incomplete items are subjected to additional restocking charges;
v) If an item is sold sterile, then the item must be in the original, unopened, and undamaged packaging;
vi) If an item has an expiration date, then there must be at least one hundred and twenty (120) days remaining until the expiration date;
vii) Temperature sensitive and electronic/electrical components are not eligible for return;
viii) Printed circuit boards may be returned only if the seal has not been broken on the package (package has not been opened); and
ix) All returns are subject to a 20% restocking charge, plus freight, crating, recertification charges, and applicable Sales Taxes, as applicable.
e)
S) Pricing and Payment:
a) Pricing —The prices fee the Services under a Service Agreement are set forth in the Equipment List. The prices for Services in a Quote are based on STERIS's then -prevailing labor rates and
parts prices.
Taxes — All charges are exclusive of applicable federal, state or local taxes. Unless Subscriber supplies an exemption or direct payment certificate, Subscriber shall pay, or reimburse STERIS
for paying, any such taxes and STERIS may add such :sent
iinvoices.
Payment— For a Service Agreement, invoices shall be sent tot; ubscriber on a monthly basis with the exception of Black of Time, Block of Parts and Priority Technical Support Agreements,
which will be invoiced in advance on an annual basis. For Services provided under a Billable Service Request or accepted Quote (and for Services not included in a Service Options under a
b)
c)
Services Agreement (see Exclusions in Section S(d) below)), STERIS will deliver an invoice to Subscriber upon the completion of the Services. Subscriber shall pay all invoices within thirty (30)
days of reeeipt. STERIS may assess interest charges for late payment at the rate of 1h% per month or the highest rete allowed by law, whichever is less, and Subscriber agrees to pay such
charges. STERIS will be relieved of any obligation to render Services during the period of time in which Subscribers account is in arrears, provided that STERIS has given Subscriber thirty (30)
days' prior written notice. STERIS shall not be obligated to make up or provide reimbursement for Services not performed as a result of Subscribers delinquent account status.
d) Exclusions —The Services under a Service Agreement do not include, and Subscriber agrees to pay STERIS at its then -prevailing labor rates and parts prices for, any services not included in
the Service Option selected by Subscriber for any given piece of Equipment, including the following:
i) Equipmentoverhauls, welding, rebuilds, upgrades and/or relocations, door assemblies, generators, water tanks or reservoirs. All pumps, transducers, or components with a sales price
greater than $5,000;
ii) Consumable and expendable items including filters, cleaning agents, biological and chemical indicators, recording charts, paper, ink pens, ribbons, pen arms, batteries, and all hydraulic
oils;
iii) Visits made at Subscribers request to perform Services on Equipment that was not available, that could not be located, or services outlined as Subscriber responsibility in the equipment
operator manual;
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ivy))
Services requested by Subscriber due to failure of defective accessory items;
v) Services ro parts based on an assessment or diagnostic by anyone other than STERIS, unless authorized in writing by STERIS;
vi) Parts, manuals and' labor found necessary to bring Equipment up to normal operating condition during the Pre -PM Inspection (as defined below), provided that if subscriber
does
not wish to bring the Equipment up to normal operating condition, STERIS will delete the Equipment from the Equipment List;
vii) Repairs resulting from operator error, misuse, abuse, improper operation or installation, defective accessories, being dropped, fire, loss, theft, utility failure, •negligence by any party or
other acts beyond the reasonable control of STERIS, or where STERIS determines that in fact no repair is actually required;
Parts or labor required for recall or safety -oriented modifications to non-STERIS Equipment;
ix) Any repairs that are estimated by STERIS to cost in excess of 5096 of the units current value (STERIS will provide Subscriber with a written estimate in such cases);
x) Services performed outride of normal working hours, as set forth in Section 3)d) unless work outside such hours is provided for in the Equipment List;
xi) Service lines, shut off valves, disconnect switches or other components not a part of the Equipment unless otherwise specified;
Any parts for Equipment that is not designated as parts inclusive on the Equipment List;
xiii) Unless the 1st YearPreventive Care Option listed on Attachment A to the Service Agreement, if applicable, is selected by the subscriber, preventive maintenance during the Warranty
Period (defined below) for capital equipment is not covered by the Agreement and that is available through a separate agreement with STERIS; and
xiv) STERIS's obligation to provide the Services will he relieved during the Term if access to parts are na longer available to supportthe Equipment or the Equipment is obsolete from a parts
and labor coverage level. Subscriber will be given the option to reduce the coverage to include labor only for the remainder of the Term.
6) Additions or Deletions of Equipment (Applicable to Services Agreements on.:
a) Additions or deletions of Equipment to or from the Equipment List under the Service Agreement may be made at any time, subject to both the inspection contemplated by Section fi)b) below
and to the advance written agreement of both parties, including advance written agreement in respect of pricing. Additions to a Service Agreement after the 15th (fifteenth) of the month
will be effective the 1st (first) of the following month. Additions to a Service Agreement made before the 15th (fifteenth) of the month will be eligible for immediate coverage but will be
invoiced for the entire month. Deletions may be made only where Equipment has been taken out of service. If Subscriber elects to keep an item of Equipment in service after STERIS has
determined that the item can no longer be effectively or safely maintained, Subscriber will assume full responsibility for that decision and any claims or liability resulting from the condition
or use of that item and will defend and indemnify STERIS for any claims or liability arising from the condition or use of that item including any personal injuries to or death of any employees
of Subscriber or STERIS.
b) Prior to the addition of any Equipment to the Equipment List during the Term, an inspection may be required to verify that the Equpment is operating in accordance with the manufacturer's
original equipment specifications (the "Pre -PM Inspection"). The Pre -PM Inspection will be at Subscriber's expense.
c) If remote monitoring is included in this Service Agreement, it will be enabled on any equipment included or added as Equipment to the Service Agreement that is capable of supporting this
feature by the addition of the appropriate hardware (the "Connectivity Hardware"), which hardware shall remain the property of STERIS. If remote monitoring is removed before this Service
Agreement expires and or the Service Agreement does not renew, STERIS reserves the right to remove the Connectivity Hardware in its sole discretion.
7) Shipment & Delivery:
a) STERIS shall select the method and carrier for delivery of all service parts. All shipments of service parts by STERIS pursuant to this Service Agreement shall be FOB Origin. Title and risk of loss
or damage to the service parts shall pass frUer
STERIS to Subscriber upon deliveryto a carrier at point of shipment.
b) Any shipment,delivery, ar performance datstated in the Subscriber's purchase order or other document delivered in connection with an order for serviceparts pursuant of this Agreement
is approximate only and does not constitutany guarantee of shipment, delivery, or performance on any particular date.
c) Shipping and handling of any parts covered nder the terms of this Service Agreement shall be the responsibility of STERIS with the exception of Exclusions as outlined in Section5(d). Shipping
and handling outlined in parts in Section 5(d) will be the responsibility of the Subscriber. Any extra charges incurred for additional services, such as shipment from point speced by Subscriber,
or Subscriber's carrier, orspecial handling at the destination, must be paid by the Subscriber.
8) Equipment Manuals:
a) Subscriber will be i
paid by Subscriber.
9) Subscriber's Responsibilities:
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Access to Equipment —Subscriber shall provide STERIS's personnel with free and safe access to the Equipment on each date that service calls are made pursuant to the Agreement and shall
assist STERIS's representative(s) in any reasonable manner (including the provision of appropriate services such as electrical power, water, etc.) in said representative's performance of the
Services. Subscriber will make all Equipment available for the Services as scheduled. STERIS will not be responsible for providing the Services far Equipment that is not made available.
Subscriber shall be responsible for paying any and all fees or costs associated with security or 17eirfacility access requirements. STERIS shall only provide information that it deems reasonable
and appropriate to secure access to the facility.
Current Vendors— Subscriber will be responsible for paying any amounts owed to:
i) other vendors; or
ii) STERIS for Services performed prior to the time the Service Agreement either terminates or expires.
Employee Training — Subscriber acknowledges that it is the responsibility of Subscriber for ensuring that all personnel permitted to operate the Equipment will be adequately trained and
supervised and that the Equipment will be operated in compliance with the manufacturer's instructions and all applicable laws, rules, regulations and/or standards.
Parking —Subscriber will provide STERIS personnel with suitable parking facilities, at no charge, while performing the Services.
Unauthorized Repair Personnel —Subscriber will permit only STERIS representatives, or any other party acting on behalf of STERIS, to make repairs or to replace parts of the Equipment.
Invoices —With respect to services or parts provided by STERIS that are excluded from the Services under the terms of the Service Agreement, such services or parts will be charged at STERIS's
then -prevailing labor rates and parts prices. Subscriber will maintain a standing purchase order to cover any such service and parts blling, and such charges (together with any Sales Taxes
applicable thereon) shall be invoiced by STERIS, payable by Subscriber and bear interest in the manner prescribed by Section 5)c). While payment for such services is not partto the Services
under a Service Agreement, the rendering of such additional services shall otherwise be subject to STERIS's Terms, notwithstanding the provisions of any purchase order issued by Subscriber.
Hazard Communication —Subscriber will provide STERIS with information as to all known hazards or hazardous materials that STERIS's personnel may encounter when working on Equipment
and in the environments within which the Equipment is located.
If Subscriber elects to utilize remote monitoring, Subscriber agrees to the following:
i) Network requirements for each connected Equipment
(1) To allow remote security patches/software upgrades to be applied to connected equipment associated with remote monitoring and STERIS Equipment.
(2) To make every effort to help resolve lost connectivity between Equipment and connectivity platform such as, but not limited to, resolving networking and computing issues for
network connected devices.
Data ownership
(1) Service History Records —Records of service requested and documentation surrounding completed work on Equipment is data maintained and owned by STERIS and provided to
Subscriber.
(2) Cycle Tape Information —Equipment cycle information is the property of the Subscriber. By utilizing the Connectivity Hardware and remote monitoring, Subscriberprov'des STERIS
permission to collect n —Sand machine data including to utilize in equipment service, create equipment performance and heakh insights, improve equipment design and provide
operator tips and troubleshooting information to Subscriber.
(3) Any Other Transformed Machine Data —All other data presented through the Connectivity Hardware not limited to that described above, is the property of STERIS.
i) Performance Data License —Subscriber hereby grants to STERIS an irrevocable, perpetual, royalty -free, assignable, transferrable, sublicensable, non-exclusive right and license to receive,
store, access, host, transmit, use, copy, reproduce, distribute, display, publish, process, reformat, reconfigure, modify, manipulate, arrange, compile, parse, analyze, aggregate, create
derivative works of, and otherwise exploit, Equipment performance data ("Performance Data") gathered through remote monitoring, in each rase as part of or otherwise in connection with:
manufacturer or assist STERIS in obtaining such parts. If a part or parts are so purchased by Subscriber under a Service Agreement, STERIS will credit Subscriber's account for the cost of such
part or parts. STERIS will not be responsible if Equipment is removed from service by virtue of its or Subscriber's inability to obtain necessary replacement parts.
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11) limited Warranty:
a) STERIS warrants that the services
and parts, and the labor associated with such parts, provided hereunder will be free from defects in material and workmanship under normal use and
operation for period of serve (s a days from the date provided (the "Warranty Period"). During the Warranty Period, STERIS well repair such defects or replace any defective parts or labor
at STERIS's expense. All replacement parts (whether new or reconditioned) will be aF equivalent quality to the parts replaced, and replaced parts will become the property of STERIS. Parts
generally considered as a Plat able during normal use are not covered under this warranty, nor is any repair or part replacement made necessary by operator error, misuse, abuse, improper
operation, defective accessories, being dropped, fire, loss, teft power failure, negligence by any party other than STERIS, or other acts or omissions beyond the reasonable control Nf STERIS,
or where defective determines that el fact no repairs are actually required. EXCEPT AS PROVIDED HEREIN, STERIS MAKES NO REPRESENTATION, CONDITION poR o WARRANTY ps ANY KIND,
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE, WITH RESPECT TO THE
SUBJECT MATTER HEREOF, SERVICES TO BE PERFORMED BY STERIS PURSUANT TO THE TERMS HEREOF, OR PARTS TO BE SUPPLIED HEREUNDER.
12) Limitation of liability:
a) Notwithstanding anything else in the Agreement,
in no case, including as a result of breach „contract,
breach of warranty or tort (including r expenses, or Subscriber's willful acts or negligence or strict liability) shall either party be liable
to the otherfar anyindirect, consequential or incidental liabilities, damages, lasses, costs or expenses, including loss of revenue, profits or goodwill, even if they have been informed of
the possibility of any of the foregoing damages; and
ii) STERIS's aggregate lability to Subscriber in respect of any liability, damage, loss, cost, and expense of any kind or any nature ("Loss') including as a result of breach at contract, breach
of warranty or tort (including STERIS's willful acts, negligence or strict liability), is expressly and specifically limited to the cost of the Service which gave rise to the loss (by way of
example, if a Loss stems from a Service provided in respect of a single piece of Equipment, STII Equi aggregate liability in respect thereof shall be limited to the cost it such Service in
respect of that single piece of Equipment and not all Services being provided -M respect of all Equipmento Without limiting the foregoing, STERIS's aggregate liability to Subscriber
arising in connection with the Agreement, including as a result of breach of contract, breach ofwarranty or tart (including STERIS's willful acts or negligence arstrict liability), is expressly
and specifically limited to the aggregate amount paid by the Subscriber under the Agreement.
13) Ind
a) emnity: STERIS agrees to defend, indemnify and hold Subscriber harmless from any and all third -party claims, liability, damages or expenses (including reasonable legal fees) due to personal injuries
or property damage, in each case only to the extent found to be caused by the willful misconduct or the negligence of STERIS or the strict liability of STERIS or for those persons for which
STERIS is responsible at law. Subscriber agrees to defend, indemnify and hold STERIS harmless from any and all third -party claim;, liability, damages or expenses (including reasonable legal
fees) due to personal injtrtes or property damage, to each case to the extent caused by the willful acts or the negliy f Subscriber or the strict liability of Subscriber or for those persons
for which Subscriber is responsible at law; to the extent permitted under Colorado law
14) Insurance
a) STERIS maintains insurance coverage and limits as it deems reasonable and necessary in its sole discretion. STERIS rejects any Subscriber requested insurance requirements, including, but
not limited to, specific terms, policy limits, additional insured status or waiver of subrogation.
15) Non-Disclosureibe:
a) Subscrr acknowledges that in the course of preparing to perform and performing the ervices, STERIS has spent and will spend considerable effortand expense in compiling information
and developing maintenance in reports, protocols and procedures for STERIS's use in administering the Agreement. Portions of this information, including maintenance schedules,
reports, compilations of �formatton, procedure manuals and forms, may be provided to Subscriber and its employees from time to time in written materials
(the "STERIS Materials"). Jn addkian, STERIS will make use of a computer system utilizing custom software developed by STERIS at great expense (the "STERIS Software"). Subscriber
acknowledges that the STERIS Materials, STERIS Software, and the compilations of data prepared for use with the STERIS Software are the property of STERIS; agrees to treat them s.
confidential; agrees not m permit their disclosure to any third party; and agrees not to ropy or use the STERIS Materials or STERIS Softwareexcept in accordance with STERIS's Terms.
Except as otherwise required by law, it bi rtberagrees that upon termination of a Service Agreement or, to respect of a Billable Service, on completion of the Services, Subscribershall return
ail STERIS Materials, STERIS Software, or any copies thereof that are within its possession or control (other than reports that have been delivered to Subscriber by STERIS and that must 6e
maintained by Subscriberfor regulatory compliance) to STERIS and to refrain from making any claim to or use of the STERIS Materials, STERIS Software and related compilations of data.
mamt med subscriber information laic' criber That is marked "Confidential" and that tames into STERIS's possession during the Term will be treated as such, will be used only for
provision of the Services, and wall not be disclosed by STERIS to third parties (with the exception of its employees, contractor and professional advisors) unless required by applicable
law. Subscriber acknowledges that all Equipment data (including all Performance Data) collected through remote monitoring shall be considered STERIS Materials.
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16) Non -Solicitation (Applicable to Services Agreements only):
a) For the duration of this Service Agreement and for a period of two(2)years thereafter, Subscriber agrees not to solicit for employment or employ any STERIS technician or manager who has
been engaged in providing Services to Subscriber, except pursuant to a general solicitation that is not directed specifically to any such employees or if any such employee is terminated by
STERIS. Due to the difficulty of ascertaining damages in the event of a breach of this provision, Subscriber agrees to pay STERIS as liquidated damages a sum equal to twelve (12) months' pay
for each technician or manager hired in breach of this Section 16, at the rate of the last full month of employment with STERIS. This charge shall be in addition to, and not in lieu of, the
STERIS's right to terminate the Agreement pursuant to Section 4), obtain an injunction against the continued employment of the covered employee, as well as to pursue any other legal or
equitable remedies that may be available.
17) Installation Services (Applicable to Installation Services Only):
a) General & Scope of Responsibilities
i) STERISwiilberesponsihleforclean-up of all packing materials,crates, crating and/or other debris of transporting/setting up the equipment, but containers/dumpsters must be provided
by/at the owner's facility. Parts and labor required to repair damage caused by accident, abuse, natural disaster, fire or theft, misuse by operating equipment for functions/processes
not originally designed or recommended, or alteration/ modification of the equipment or accessories after final assembly and test by STERIS shall be provided by Subscriber and are not
covered by STERIS.
Subscriber Responsibiities-Site Preparation
Remove all asbestos and/or other hazardous materials from equipment building and surrounding area, and safely dispose of same in accordance with local/state/federal codes, prior
to Installation and/or Equipment Removal. Obtain or incur expenses Tor obtaining any/all permits, approvals, licenses, certification, fees and source testing, local or otherwise, that
may be required for installation or operation of the equipment being installed. Prepare site for equipment installation, to include walls, floors, drains, ceilings, building utility
connections. including steam drip -legs and pressure regulators, special fiber panel and any/all required structural mod�catian to the building, including superstructure above finished
ceiling and/r wall back and floor reinforcement. Provide slah, wall, flooring, anchor location and/orunder-structure sukable to accept seismic tie -down devices as specified in STERIS
equipment drawings/technical documentation. Assure that all door openings, hallways and areas enroute from receiving area to installation site will accept equipment without
dismantling equipment or removing/modifying any door frames, ceilings, cabinets or other facility structures. Provide all utilities (steam, water compressed air, condensate return,
wastedrain, electric, exhaust) according to local/state/federal codes and STERIS equipment drawings/technical documentation.
Where local regulations preclude Seller from making utility connections, STERIS will provide assistance and documentation to Subscriber or its designated representatives. Otherwise,
STERIS will connect to Subscriber -supplied utilities within 2 feet of the final point of connection. Utilities shall not be separated from point of equipment connection by physical barriers
such as walls, ceilings, or other impediments.
c) Subscriber Responsibilities -Receiving
i) Provide for a loading dock with capacity for non -power tailgate delivery.
ii) If vertical transport is required due to limited access to higher or lower floors via stairways, elevator limitations, etc., Subscriber will be responsible for any/all additional charges.
iii) Receive and inspect new equipment for shipping damage and store in weather -protected, secure area inside building designated for final installation, or arrange for transportation and
off -site storage, scheduling re -delivery in time for final installation.
iv) STERIS will require two (2) weeks' notice prior to beginning actual installation work, with clear access to final equipment location(s) guaranteed.
v) If old equipment is to become STERIS property, it will be held on site at designated location for pickup by STERIS contracted transport within a reasonable time, or not to exceed five (5)
working days.
17) Notices:
a) Any notice instruction or other document pertaining to STERIS's Terms or any underlying Service Agreement or Billable Service Request or Quote shall be in writing and shall be delivered
prsonally, electronically by email or sent by United States certified mail, return receipt requested and addressed to Subscriber or STERIS as shown on the face of this contract, unless
otherwise specified.
18) Severability:
a) if
any term or provision of the Agreement or application thereof to any person or circumstance is to any extent held to be invalid, illegal or unenforceable in any respect, the remainder of
the Agreement or application of such term or provision to such person or circumstance other than those as to which it is held invalid, illegal or unenforceable will not he affected thereby,
and each term and provision of the Agreement will be considered valid and legal and will be enforced to the fullest extent permitted by applicable law.
b)
6
19) Waivers:
a) The failure by either parry to enforce any of STERIS', Terms shall not act as a waiverofthat party's right to insist on later performance of that or any other term or condition in the Agreement,
nor shall it act as a waiver of any of the party, rights with respect to the non-performance.
20) Independent Contractor:
a) STERIS and Subscriber hereby acknowledge that STERIS shall perform the Services for Subscriber as an independent contractor. Nothing in the Agreement shall be construed to create
the relationship of employer and employee or principal and agent between STERIS and Subscriber.
21) Assignment:
a) The Agreement and the rights and obligations hereunder may not be assigned or transferred by either party without the prior written consent of the other, except that STERIS may, on
notice to the Subscriber, assign the Agreement to an affiliated company or in connection with the merger, amalgamation or business combination of STERIS or a sale of all or substantially
all of its assets. Without limiting the foregoing, the Agreement shall be automatically terminated as to any item of Equipment on the Equipment List at the time that such item leaves the
exclusive control of Subscriber.
22) Complete Agreement, Modification and Applicable Law:
D� a) The greement, including for greater certainty STERIS', Terms and any attachments hereto, constitutes the entire agreement and understanding between the parties and supersedes
all other agreements (whether written or oral) with respect to the subject matter hereof. No waiver or modification shall be effective unless in writing and signed by an authorized
representative of each party. No course of dealing or trade usage not contained herein will be binding upon the parties hereto. The Agreement shall be governed by the laws of Colorado
and the United States, applicable therein. For the purposes of any legal proceedings arising in connection with this Agreement, each of the parties agrees to the original and non-exclusive
jurisdictions of the courts of Colorado.
23) Survival:
a) Neither the expiration nor the earlier termination of the Agreement, nor the completion of the Services, will release either party from any obligation or liability that accrued prior to
such expiration or termination. The parties agree that the provisions of the Agreement requiring performance or fulfillment after the expiration or early termination of the Agreement
and such other provisions as are necessary for the interpretation thereof, the nature and intent of which is to survive termination or expiration of the Agreement, including, without
limitation, Sections 15 and 16, shall survive the expiration or earlier termination of the Agreement.
24) Counterparts:
a) The Agreement maybe executed in any number of counterparts. Each executed counterpart shall be deemed to bean original. All executed counterparts taken together shall constitute one
agreement.
The parties have executed the Agreement to be effective as of the last date set forth below. AGREEMENT q 03000731/25
ty, Colorado
eii2./4.6.x
Perry L. Buck,
Atte44A) .,
Esther E. Gesick, Clerk to the Board
By:
Deputy Clerk to the Board
NOV 1 0 2025
STERIS Cor ti n
BY:
Name: Derek Harranko
Title: Sr. Manager, Inside Sales
Date: 10/24/2025
ZoZs-3o"1)-- 3
Contract For
Entity Information
Entity Name* Entity ID*
STERIS CORPORATION @00002542
Q New Entity?
Contract Name* Contract ID
STERIS AUTOCLAVE MAINTENANCE AGREEMENT 10005
Contract Status
CTB REVIEW
Contract Description*
STERIS AUTOCLAVE MAINTENANCE AGREEMENT
Contract Description 2
Contract Type*
AGREEMENT
Amount*
$ 6,000.00
Renewable"
NO
Automatic Renewal
Grant
IGA
Department
HEALTH
Department Email
CM-Health@weld.gov
Department Head Email
CM-Health-
DeptHead@weld.gov
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Contract Lead
BFRITZ
Contract Lead Email
bfritz@weld.gov;Health-
Contracts@weld.gov
Parent Contract ID
Requires Board Approval
YES
Department Project #
Requested BOCC Agenda Due Date
Date* 10/18/2025
10/22/2025
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be
included?
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Review Date*
10/01/2028
Committed Delivery Date
Renewal Date
Expiration Date*
01/31/2029
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head Finance Approver Legal Counsel
JASON CHESSHER RUSTY WILLIAMS BYRON HOWELL
DH Approved Date Finance Approved Date Legal Counsel Approved Date
11/03/2025 11/03/2025 11/03/2025
Final Approval
BOCC Approved Tyler Ref #
AG 111025
BOCC Signed Date Originator
BFRITZ
BOCC Agenda Date
11/10/2025
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