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HomeMy WebLinkAbout1996-117 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION 96-117 RESOLUTION AUTHORIZING THE DIRECTOR OF PARKS, RECREATION AND COMMUNITY SERVICES DEPARTMENT TO EXECUTE AN AGREEMENT WITH THE CENTER OF HEALTH RESOURCES PURCHASE CONNECTION, GROUP PURCHASING, DIETARY PROGRAM FOR RAW FOOD PRODUCTS FOR THE CITY'S SENIOR NUTRITION PROGRAM. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Director of Parks, Recreation and Community Services is hereby authorized and directed to execute on behalf of said City an agreement with the Center of Health Resources Purchase Connection, Group Purchasing, Dietary Program relating to the reduced purchasing price of raw food products for the City's Senior Nutrition Program. A copy of said agreement is attached hereto, marked Exhibit "A" and incorporated herein by reference as fully as though set forth at length. SECTION 2. The authorization granted hereunder shall expire and be void and of no further effect if the agreement is not executed by both parties and returned to the office of the City Clerk within 60 days following the effective date of the resolution. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a regular meeting thereof, held on the 20th May , 1996 by the following vote, to day of wit: II II II 4/15/96 -1- RES 96-117 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RE: RESOLUTION REGARDING AN AGREEMENT WITH CENTER OF HEALTH RESOURCES PURCHASING CONNECTION, GROUP PURCHASING, DIETARY PROGRAM FOR THE CITY'S SENIOR NUTRITION PROGRAM. COUNCIL MEMBERS AYES NAYS NEGRETE X CURLIN X ARIAS X OBERHELMAN x DEVLIN X ANDERSON X MILLER X ABSTAIN ABSENT The Xu(lh.1l c{}Q{)JU'u h-i {lJuJ.;" timC0 JY..4VtJiJ.b. QRachel Clark, Cit CI~kU' foregoing resolution is hereby approved this d'3M. day of May , 1996. .~)fu#~ Tom Minor, Mayor City of San Bernardino Approved as to form and legal content: James F. Penman City ltttorney By: ~~~7- t~.~ r/ II II purchase connection grp-u 4/15/96 -2- RES 96-117 96~ 117 Pu rcha~!....l. U onnection . , " : : II 11 I111l1111.r-'IlII11I111111i i i ; COHR Inc Date sent / Sent by :1' -~ '. '-/'" PURCHASE CONNECTION" PARTICIPATION AGREEMENT TIllS AGREEMENT made on 5 -'].A:! ,199~, is between CORR Inc (hereinafter 'COHR" or "COHR Inc"), a California Corporation, having its principal place of business at 201 North Figueroa Street, 3rdFloor, Los Angeles, California, 90012-2623, and t4 Me" U#-~..L , (hereinafter "Participating Member" or 'Member") whose principal place of business is located at WHEREBY the Participating Member desires to enter into this Agreement for the purpose of participating in COHR Inc negotiated group purchasing agreements involving the purchase of health care supplies and equipment solely for its "own use." WHEREFORE the Participating Member specifically agrees to abide by and be obligated under the following terms and conditions set forth below: I. ACCESS TO GROUP PURCHASING AGREEMENTS Provided there has been no expiration, termination or other violation or breach of this Agreement, the Participating Member shall be entitled to purchase health care supplies and equipment under the explicit terms and conditions contained in the various COHR Inc negotiated group purchasing agreements. Such purchases shall include product under MBJ;>IC '\1.i~T ~QIC <U., rIlA..'U1!.CY, LABOaATGRY, DIETARY and CAPl-T 41. ~QrrIPMIii~IT Product lines. 1V 15/31/1" II. PROGRAM PARTICIPATION FEES As consideration for access to COHR negotiated group purchasing agreements, the Participating Member agrees to pay to COHR a program participation fee as set forth in the attached schedule. III. SUPPORT OF PROGRAMS The Panicipating Member understands, acknowledges and specifically agrees to use its very best efforts to exclusively support all COHR Inc negotiated group purchasing agreements offered to member facilities whenever possible and practicable. The sole allowable exception being in product areas where COHR Inc does not currently possess a negotiated group purchasing agreement. IV. VENDOR COMMITMENT LETI'ERS 8y virtue of section 1lI above, the Panicipating Member. as a condition of membership, shall agree to execute any appropriate 'vendor commitmentletters/agreements" as may be required by certain individual vendors, suppliers or ~j\~~C\~ 201 N. Figueroa Street, Suite 400 Los Angeles, CA 90012 A division ofCOHR Inc.e (213) 250-5600 Fax (213) 250-4863 RES 96-117 wholosakrs Ihal have negotiated group purchasing agreemems WIth COHR Inc. It is funher understood that in delivering any such commitment leners or agreemems. COHR is simply providing a service for the mutual benefit of the Participating Member and the respective vendor. wholesaler or supplier to facililllle the utilization of the group purchasing agreemem(s). Any such "vendor commitmem lenersfagreemems" so executed shall be subject to all other terms and conditions of this Agreement. V. POLICY CHAl'\TGES The Participating Member acknowledges that policies governing COHR's operation of the programs that the Participating Member has access to may change from time to time. The Participating Member therefore agrees to be bound by and will adopt and conform to any such policy modifications after notice of same has been delivered to the Member by COHR. VI. TERM The term of this agreement shall extend from the date that the Participating Member is granted membership to the COHR Inc programs of negotiated group purchasing agreemenrs, to the end of COHR's fiscal year, This Agreement will be automatically renewed for a twelve (12) month period unless earlier termin.ted by either pany pursuant to section VIII below. VII. PUBLICATION CORR will supply, free of charge, one (1) complete set of Agreement binders either in microfiche or paper media versions. POWER CONNECTION is available with the necessary formats and hardware information described in the supplemental agreement attached.. If replacement of the above information media becomes necessary, there will be a catalogue production fee charged. The amount of this fee will be dependent upon what documentation requires replacement. Said fee can be itemized upon request. . VIII. CANCELLATION AND TERMINATION COHR Inc reserves the right to cancel and terminate the rights of a Participating Member under this Agreement as follows: A) Immediately upon notice pursuant to section X below; or . B) Within thirty (30) 'days wrinen notice to the Participating Member; or C) For violations of section XXII confidentiality provisions; or 0) For failure to adhere to section XXV provisions. The Participating Member may cancel and terminate its rights under this Agreemem upon thirty (30) days written notice to COHR Inc.. In the event the Participating Member elects to terminate as provided for above, no monies previously paid to COHR will be refunded if the Agreement term has three (3) months or less remaining and all currently outstanding invoices due COHR Inc will immediately become due and payable. IX. INDEMNIFICATION 8y its continued participation in the COHR Inc programs, the Participating Member hereby expressly agrees to indemnify and hold-harmless COHR Inc against any and all claims, judgments, costs, expenses or other losses arising out of any conduct relating to the use of or under the authority of COHR Inc negotiated group purchasing agreements, 2 ~\~\rw RES 96-117 where conduct of the Participating Member fails to ..'pressly conform to and comply with outlined COHR lnc rules, policies and/or directives. X. "OWN USE" POLICY The Participating Member expressly and unequivocally understands and agrees that each and everY purchase made through am: COHR Inc negotiated group purchasing agreements for health care supplies and equipment are for that Participating Members' ultimate consumption or "own use." "Own use' being dermed by any of the following: A) Those relevant sections of the Prescription Drug Marketing Act of 1987 and any amendment thereto, and/or B) Those relevant sections Robinson-Patman Act of 1932 and any amendments thereto, and/or C) The United States Supreme Court decision in Abbott Laboratories et al v Ponland Retail Dru2,,;st Association Inc. Etc (1976) 425 US 1. THIS AGRF.F.MF.NT SHOUl.D NOT BE ENTF.RF.n INTO IF THF. PARTICIPATING MEMBER IS NOT ABSOLUTEI.Y CT.F.AR AS TO WHAT IS MF.ANT BY "OWN USE" AS IT RF.I.ATES TO-PRODU~ PURCHASED PURSUANT TO THIS AGREEMF.NT. Additionally, the Participating Member understands, acknowledges and consents to having its membership immediately and unconditiOnally terminated following COHR Inc discovery that the Participating Member has violated or acted in an inconsistent manner to am: provision of this subsection. Xl. ASSIGNMENT AND DELEGATION This agreement and any addenda to it shall not be transferable, assignable or delegable without the express written consent of COHR Inc. Any attempted assignment of this agreement or delegation of any duties under it without express prior written authorization of COHR Inc is void. XII. DISPUTE RESOLUTION Any dispute arising between the Participating Member and COHR Inc under this agreement will be settled in the following manner: A) Any dispute regarding a claim for damages within the jurisdictional limits of small claims division of the Municipal Court, Los Angeles Judicial District, will be resolved by that court. 8) Ar>>j Ji...}JUlC oetween me t'tlllh.,;iyg.L:"""'6 l\(""ulkl cwd (.OltK mc answg UUL vI thTh .\&fSB-""1i, be l:llh....:ttBa tv b~udi:u5 a.Iob~t...Q,l~vu ;r th<. _m81:i1lt ill tii3pt1U. ,x~ee8s tQ'lt jl1..iC!A;,..ttnn~l lim~ of the tl-\ --;'m~1I c1~il"n~ g9ll11. bht d(}(.J net t~ce.~a a t't1tal ~f fiRr tiBg"r:lA'ii tlallan {t.<:n lYV\~ \R "wegate 1 rbim{C!) ":.as Md ~ aiuFlltpC! -:IIrhltr;llfpn :mn cfPrided under this section shall .".. "'':'''B9i.d...~...d ~ \0 A.NI?) BItrr"Afa As} .:........h mb~(uU~3.1 ..ill he e3ud~",l""d :.u Lv:. Ausdt;:.. Cdlhunua ~ I ';'~[~ accg,pi~.....1' .-;iik fb... C:vU1lll'!;;CClaJ 1<.wes 01 JIIC NllCJltan l"\..Ibiucactoll tU:t(..K,;ladun. thc lusfug pany 'J ), wUJ ~ Lb.'!;; auorney's tees a..ud I,.,u~ms Vi ill'!;; pl"""Q~l:""'b pan)'. C) Any claim or claims by either party against the other that should exceed an aggregate total of fifty thousand dollars ($50,000), will not be eligible for arbitration as noted above. In such an evem. the parties agree to retain their respective legal rights and section XIII below will become binding and enforceable. 3 ~\,\\"'~ RES 96-117 XIII. AITOR..'<'EY'S FEES Pursuant to section XII above, if either party to this Agreemem shall employ legal cOWlSel to protect its rights under this Agreemem or to enforce any term or provision of this Agreemem, the party prevailing in any such legal action shall have the right to recover from the other party all of its reasonable anorney's fees, costs and expenses incurred in relation to such action. XIV. GOVERNING LAW This agreement shall be construed, interpreted and governed according to the laws of the State of California. XV. MODIFICATION This agreement may be modified only by written amendment duly signed and executed by each of the panies. XVI. WAIVER OF BREACH The waiver by COHR Inc of breach or violation of any provision of this Agreement must be explicit and in writing. and shall not operate as, or be construed to be a waiver of, any subsequent breach thereof. XVII. NOTICES Any material notice, consent, request, claim or other communication shall be in writing and shall be deemed to have been given if delivered or mailed by registered or certified mail, return receipt requested, to the address shown for the respective pany at the beginning of this Agreement. Such addresses may be changed by any party through notice given in the manner provided above. XVIII. COUNTERPARTS This agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, however, all of which shall constitute but one and the same instrument. XIX. SEVERABILITY Should a coun of competent jurisdiction hold any of the sections contained in this agreement not to be valid or to be otherwise unenforceable, that section' shall be excised from this Agreement and the remaining sections shall be given full legal force and effect. XX. WARRANTIES The Panicipating Member understands and acknowledges that COHR Inc through its negotiated group purchasing agreements is performing a service and is not effecting a sale between the Panicipating Member and any vendor, manufacturer or supplier with which COHR has a negotiated group purchasing agreement. Accordingly, COHR makes no representations or warranties, either expressed or implied, as to any maner whatsoever, including, without limitation to, the condition, merchantability, or fitness for purpose, with respect to the goods, products or services provided pursuant to this Agreement. Additionally, COHR shall have no liability whatsoever for personal injury, property damage or lost profits caused by or related to the above memioned products or services. 4 ~ \l\~ 5\-'\ \ RES 96-117 XXI. PARTICIPATING MEMBER'S OBLlGA nON FOR PA YMENT Participating Member shall pay the manufacturer, distributor or wholesaler directly for any and all equipment, supplies or other purchases purchased by the Participating Member under the authority of and pursuant to this Agreement. XXII. WARRANTY OF CONFIDENTIALITY Participating Member recognizes, understands and specifically aclcnowledges that the material being provided to it is for that member's use onlv. Participating member absolutely agrees not to divulge, furnish or make accessible to anyone, other than necessary employees of the Participating Mem~, any lcnowledge orinfonnation with respect to pricing, products, contr~PP!I or 2thP.~ryjl:_~ bb!,W.H programs which is not otherwise generally lcnown or available to thl'u\1lilstrY.~'tlleuil'bi 110 P1o~d' p uant to this Agreement is CONFIDENTIAL. Failure to exercise reasonable precautions to protect the confidentiality of this information would be grounds for termination of this Agreement and could result in substantial civil penalties 10 the Participating Member. XXIII MEMBERSIDP INITIATION When accepted, membership to the COHR programs of negotiated group purchasing agreements will not commence earlier than thirty (30) calendar days from receipt in COHR's offices of the properly executed participation agreement and completed Information Sheet. XXIV. UPDATING INFORMATION SHEET The Participating Member understands, acknowledges and agrees that it is the facUity's duty and obligalion to update the Information Sheet on an annual basis or sooner if there is a material change in the Participating Member's business or operations. "Material Change" shall be interpreted to include, but shall not be limited to, such changes as ownership, expiration or revocation of licenses and the like. Failure to update the information form as provided for above could result in termination pursuant to section VIII. XXV. ADMINISTRATIVE FEES The Participating Member is aware and understands that Administrative Fees may be collected by COHR Inc from vendors, suppliers and/or wholesalers based on sales to the Participating Members. Collection of any such fees is to assist the funding of the COHR Inc programs and shall be in full compliance with current applicable federal law and/or regulations. XXVI. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter described herein and supersedes any prior understanding or statement of conditions or intent. In affIxing their signature thereto, no party is relying on anything not set forth herein above. 5 ~\9~~ RES 96-117 IN WITNESS THEREOF this Agreement is executed in duplicate by authorized agents of the panies. FACILITY ;mc ~~~ SignalUIe ! TOM M IrJOrz Printed Name Lisa Sokol Printed Name flII/NCfZ Title/Position ~/(,.i 'tV Date Sr Vice Pra.'litl~nt TitlelPosition 6~qb Date 6 llliS 96-117 ADDENDUM PURCHASE CONNECTION INFORMATION SHEET Facility Name Facility Address City State _ Zip Telephone N FaxN Primary Contact Person Medical/Surgical Pharmacy Capital Dietary Laboratory Radiology Administration Modcm# Baud Rate DEAN Pharmacy Wholesaler/Division Primary Medical/Surgical Distributor Health Industry Number (HIN) (When Available) Number of Licensed Beds Program materials to be provided on: paper Microfiche electronically 7 RES 96-117 ADDENDUM PURCHASE CONNECTION INFORMATION SHEET The following infonnation must be provided to ensure that you receive all of the correct pricing as a member of the pharmacy program. Agreement cannot be processed without this completed form. Dear Vendor: This letter is to inform you that this facility has chosen Purchase ConnectionR as our group purchasing organization effective the date of our membership in the program. We understand that all purchases made through the Purchase Connection contracts are for .own use. as defined by the Abbot Laboratories VS. Portland Retail Druggist Association, Robinson-Patman Act and Prescription Drug Marketing Act of 1987. This letter will supersede any and all previous correspondence you may have received from any other group purchasing organization on our behalf. Should you have any questions. please contact the Purchase Connection Los Angeles office at (213) 250-5600. -------------------------------- Name of Facility Signature Name (Please print) Title Date 8