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HomeMy WebLinkAbout19- Parks, Recreation & Community Services CITY OF SAN BERNARDINO REQUEST FOR COUNCIL ACTION RESOLUTION AUTHORIZING THE DIRECTOR OF From: ANNIE F. RAMOS, DIRECTOR Subject: PARKS, RECREATION & COMMUNITY SERVICES DEPARTMENT TO EXECUTE AN AGREEMENT WITH Dept: PARKS, RECREATION & COMMUNITY SERVICES THE CENTER OF HEALTH RESOURCES PURCHASE V � ¢ i * f CONNECTION, GROUP PURCHASING, DIETARY Date: APRIL 15, 1996 # " PROGRAM FOR RAW FOOD PRODUCTS FOR THE +` CITY'S SENIOR NUTRITION PR Synopsis of Previous Council action: Similar agreements have been in effect since July, 1986. Recommended motion: Adopt Resolution. Signature Contact person: John A. Kramer Phone:_ 384-50331 Supporting data attached: Staff Report, Reso & Agreement Ward: City-Wi do FUNDING REQUIREMENTS: Amount: N/A Source: (Acct. No.) No City Funds Involved Acct. Description) Finance: Council Notes: Z17 6-- 00-96 96 75-0262 Agenda Item No. CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION STAFF REPORT 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. The Senior Nutrition Program of the City of San Bernardino spends eighty percent (80%) of its annual raw food budget ($191,000) with those vendors who are members of the Purchase Connection. In return, the Purchase Connection rebates two percent (2%) of the gross purchase cost to the City of San Bernardino Nutrition Program. The Senior Nutrition Program pays the Purchase Connection .015 cents per meal served, estimated to be $1,335 for 1996-97, to take advantage of its Group Purchasing Program. In addition to the rebates through the Purchase Connection, significant savings are realized annually through utilization of those vendors recommended by the Purchase Connection. Use of the Purchase Connection essentially serves as a buying "Co-op," and provides substantial savings both in direct food purchases as well as staff time. Municipal Code, Section 3.04.010, Sub-Paragraph B.3. authorizes this type of purchase arrangement with the Council's approval. 111-purshConn-u 4/14/96 i i I i I� Purchase Connection iiiJIM411 llllllllJlllllii i COHR Inc Date sent , ,- PURCHASE CONNECTION' Sent by PARTICIPATION AGREEMENT THIS AGREEMENT made on , 199_, is between COHR Inc (hereinafter "COHR" or "COHR Inc"), a California Corporation, having its principal place of business at 201 North Figueroa Street, 3rd Floor, Los Angeles, California, 90012-2623, and (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 MEDICAL/SURGICAL, PHARMACY, LABORATORY, DIETARY and CAPITAL EQUIPMENT Product lines. 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 Participating 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 LETTERS By virtue of section III above, the Participating Member, as a condition of membership, shall agree to execute any appropriate "vendor commitment letters/agreements" as may be required by certain individual vendors, suppliers or l 201 N. Figueroa Street, Suite 400 (213) 250-5600 Los Angeles, CA 90012 ,^., _ Fax (213) 250-4863 wholesalers that have negouatea group purchasing agreements with COHR Inc. It is further understood that in delivering any such commitment letters or agreements, COHR is simply providing a service for the mutual benefit of the Participating Member and the respective vendor, wholesaler or supplier to facilitate the utilization of the group purchasing agreement(s). Any such "vendor commitment letters/agreements" so executed shall be subject to all other terms and conditions of this Agreement. V. POLICY CHANGES 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. V1. 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 agreements, to the end of COHR's fiscal year. This Agreement will be automatically renewed for a twelve (12) month period unless earlier terminated by either party 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 JC 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. I 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 written notice to the Participating Member; or C) For violations of section XXII confidentiality provisions; or D) For failure to adhere to section XXV provisions. The Participating Member may cancel and terminate its rights under this Agreement 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. U{. INDEMNIFICATION By 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 where conduct of the Participating Member fails to expressly conform to and comply with Policies and/or directives. P Y outlined COHR Inc rules, X. "OWN USE" POLICY The Participating Member expressly and unequivocally understands and agrees that each and V= Purchase made through=y 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 defined 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 Portlanri Rrt„i n Association. Inc., Etc- (1976)425 US 1. THIS AG F.F.MFNT cHOULD NOT B R E NTFRED INTO IF THE PAn1Tnrn.11N MEMBER IS NOT ABSOL1=1 Y AR AS TO WHAT TS MEANT uv "OWN 1SF” AS IT RFT ATFC 'ro pgOp C P TR HASED PURSUANT TO THIS AG FEMFNT, 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=y provision of this subsection. X1. 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. XI1. 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. B) Any dispute between the Participating Member and COHR Inc arising out of this Agreement must be submitted to binding arbitration if the amount in dispute exceeds the jurisdictional limits of the j small claims court, but does not exceed a total of fifty thousand dollars ($50,000) in aggregate claim(s). Any and all disputes arbitrated and decided under this section shall be considered FINAL AND BINDING. Any such arbitration will be conducted in Los Angeles, California in strict accordance with the Commercial Rules of The American Arbitration Association. The losing parry will bear the attorney's fees and costs of the prevailing party. C) Any claim or claims by either parry 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 event, the parties agree to retain their respective legal rights and section XIII below will become binding and enforceable. 3 i X111. ATTORNEY'S FEES Pursuant to section XII above, if either parry to this Agreement shall employ legal counsel to protect its rights under this Agreement or to enforce any term or provision of this Agreement, the party prevailing in any such legal action shall have the right to recover from the other party all of its reasonable attorney'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 parties. 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 party 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. SEVERABELM Should a court 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 Participating 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 Participating 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 matter 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 mentioned products or services. r 4 i XXl- PAR'rICIPATI1NG iNIENIBER'S OBLIGA-I'ION FOR PAY",TENT 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 acknowledges that the material being provided to it is for that use o�niy participating member absolutely agrees not to divulge, fttrnish or make accessible to anyone, other than necessary employees of the Participating Member, any knowledge or information with respect to pricing, products, contract terms or other services offered by COHR Inc programs which is not otherwise generally known or available to the industry. The information provided pursuant to this Agreement is CONFIDPNII e T 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 to the Participating Member, XXIII MEMBERSHIP 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 facility's duty and obligation 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. ADM MSTRATIVE 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 IN WITNESS THEREOF this Agreement is executed in duplicate by authorized agents of the parties. FACILITY COHR Inc Signature Signature —Lisa Sokol Printed Name Printed Name —Sr. Vice President Title/Position Title/Position Date Due I 6 ADDENDUM PURCHASE CONNECTION INFORMATION SHEET Facility Name Facility Address City State Zip Telephone# Fax# Primary Contact Person Medical/Surgical Pharmacy Capital Dietary Laboratory Radiology Administration Modem# Baud Rate DEA# 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 ADDENDUM PURCHASE CONNECTION INFORMATION SHEET The following information 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 Connection"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) -------------------------------- Date -------- --------------------- 8