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HomeMy WebLinkAboutContract 48118 RECEIVED CITY SECRErAW AUG Z 5 2016 MASTER FACILITY RENTAL AGREEMENT CONTRACT GfI1COFFORTWOR7H MYSM%7fif`'s Master Facility Rental Agreement ("Agreement") is made and entered into on August 24 , 2016 ("Effective Date") by and between Arrow International, Inc., with a place of business at 2400 Bernville Road Reading, PA 19605 ("Company") and City of Fort Worth Fire Department ("Provider") with a place of business at 501 W.Felix Fort Worth, TX 76115 . The Company and Provider are collectively referred to as the"Parties"and,at times throughout this Agreement,individually as the"Party." RECITALS WHEREAS, Provider provides facilities for workshops, seminars, and other programs, including for medical educational training with human and/or animal anatomical tissue specimens, at its training facility located at 505 W.Felix Street,Fort Worth,Texas 76115("Facility");and WHEREAS, Company organizes or sponsors such programs and desires to utilize the Facility to conduct training programs from time to time as mutually agreed to by the parties and set forth on individual Schedules to be agreed upon by the parties and periodically attached to this Agreement(each, a"Program") on the dates for each Program as set forth in each applicable Schedule(each,a"Rental Period"), subject to the terms and conditions of this Agreement. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged the Parties agree as follows: 1. FACILITY RENTAL;PROVIDER SERVICES. (a) As a"master" form of contract, this Agreement allows the Company to contract with Provider for multiple Programs through the issuance of Schedules as described in Section 1(b) below, without having to re-negotiate the basic terms and conditions contained in this Agreement. (b) The Parties will separately negotiate and set forth the specific details of each Program under this Agreement in writing on terms and in a form acceptable to and signed by an authorized representative of each Party(a"Schedule"). A sample Schedule is attached to this Agreement as Schedule A. Each Schedule will include, as appropriate, the description of Program, the services that Provider will be providing, dates and duration of the Program, budget and payment schedule. Each Schedule shall be subject to all of the terms and conditions of this Agreement, in addition to the specific details set forth in the Schedule. To the extent that any terms or provisions of a Schedule conflict with the terms and provisions of this Agreement,the terms and provisions of this Agreement shall control, except to the extent that the applicable Schedule expressly and specifically states that the Schedule supersedes the Agreement on a specific matter. All Schedules, once signed by an authorized representative of each Party, together with any exhibits,will be incorporated and made part of this Agreement by reference. (c) Company shall have access to the Facility from the Program start time to the Program end time,which includes reasonable time for setup and breakdown before and after the Program. Company shall not use the Facility for any purposes other than to setup, conduct and breakdown the Program. Company shall have access to the designated Program area,restrooms and all other common areas. (d) The Facility rented to Company for the Program, and the services provided by Provider in connection with the Program as set forth in this Agreement does not exceed that which is reasonably necessary to accomplish the commercially reasonable business purposes of this Agreement. (e) The parties agree that all individuals brought to Provider's Facility by Company must comply with all of Provider's applicable policies,procedures, directives, and instructions. Failure to do so may result in Provider's requirement that such individual be removed from the Facility and terminate their participation in a Program. OFFICIAL RECORD Arrow Facility Agreement rev 01152015 CITY SECRETARY Page 1 of S FT.WORTH, TX 2. EQUIPMENT AND SUPPLIES. Company will provide the products listed in the applicable Schedule,which products shall remain the exclusive property of Arrow. 3. PROVISION OF HUMAN SPECIMENS. Each Schedule shall indicate which Party is responsible for providing human anatomic specimens ("Specimens"). Additional terms for Company-provided Specimens are set forth in Schedule B. Additional terms for Provider-provided Specimens are set forth in Schedule C. 4. FEES. The fees for the use of the Facility are set forth in each applicable Schedule, which is inclusive of institutional overhead and related expenses. The Fee amount shall only change if Provider performs different and/or additional services from that set forth herein and/or in the applicable Schedule pursuant to Company's written request, and as mutually agreed to by the parties in writing. 5. VALUABLES. Company acknowledges that Provider will not be responsible for the loss, damage or destruction of any valuables brought onto the Facility. 6. REPRESENTATIONS AND WARRANTIES. (a) Provider represents and warrants that: (i) it has full right and authority to enter into and be bound by all of the terms and conditions of this Agreement, and has the necessary resources, licenses, permits and qualifications to perform its obligations hereunder; (ii) it shall comply with all applicable laws and regulations governing the use of the Facility and the conduct of the Program. (b) Company represents and warrants that: (i) it has full right and authority to enter into and be bound by all of the terms and conditions of this Agreement; and(ii) it shall comply with all applicable laws and regulations governing the conduct of the Program. 7. INDEMNIFICATION. (a) Company shall indemnify, defend and hold harmless the Provider, its directors, officers, employees, agents, contractors, affiliates, successors and assigns (collectively, "Indemnitees"), from and against any and all liability, Ioss, claim, damage, injury or expenses (including reasonable attorneys' fees) (each, a "Claim") claimed from or against the Indemnitees by non-governmental parties unrelated to the Indemnitees and arising out of damage to or loss of any property or the death of or bodily injury to any person arising from the negligence of the indemnifying Party, even in the event of the joint negligence by the Indemnitees, but only to the extent of the indemnifying Party's actual, proportionate negligence. (b) Company shall select counsel of its choice and control the defense and settlement of any such claim. The Indemnitees may participate and retain separate counsel at its own expense. Neither Party shall settle any claim that imposes any liability or obligation on the other Party without that Party's prior written consent. The terms of this provision shall survive termination or expiration of this Agreement. 8. INSURANCE. Each Party shall have the following insurance policies: (i) comprehensive general liability insurance including bodily injury and property damage liability and completed operations liability in an amount not less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate and (ii) workers' compensation insurance for all employees in compliance with state law. Each Party shall provide proof of insurance as requested by the other Party. 9. TERM;TERMINATION. (a) The term of this Agreement shall commence on the Effective Date and shall terminate on Au� 2017_, unless earlier terminated pursuant to this Section 9. Arrow Facility Agreement rev 01 15201 5 Page 2 of 8 (b) Company may terminate this Agreement (thereby canceling any pending Program) for any reason or no reason upon thirty (30) days prior written notice to Provider. Upon such termination, Company shall pay any then outstanding unpaid fees. (c) Provider may terminate this Agreement and/or any specific Program on thirty (30) days notice prior to the scheduled date of any Program and, upon such termination, Provider shall return the full amount of any pre-paid amounts by Company. (d) Either Party may terminate this Agreement without further liability upon a material breach of this Agreement by the other Party by providing written notice of such breach to the other Party, which breach is not cured within thirty (30) days after notification of such breach. Upon termination by Company as a result of a material breach by Provider, Provider shall return any pre-paid amounts to Company. 10. PUBLICITY. Except as may be otherwise set forth herein, neither Party shall make use of the name, trademark, and/or logo of the other party for any purpose without the prior written consent of the other Party. 11. FORCE MAJEURE. Neither Party shall be liable for damages of any kind due to delay or failure to perform any obligation under this Agreement if such delay or failure results directly or indirectly from circumstances beyond its control. Such circumstances shall include, but shall not be limited to, acts of God, acts of war, civil commotions, riots, strikes, lockouts, acts of the government, disruption of telecommunications transmissions, accident, fire, water damages, flood, earthquake or other natural catastrophe. 12. NOTICES. Whenever notices are required or permitted under this Agreement, they shall be given by personal delivery, or registered or certified mail, return receipt requested, and postage prepaid, or sent by federal overnight courier to addresses set forth below, unless otherwise specified from time to time. Service of any such notice shall be deemed complete as of the day of actual delivery as shown by the addressee's registry or certification receipt or the expiration of the third day after the date of mailing, whichever occurs first. Arrow International, Inc. City of Fort Worth Attn: Vice President of Clinical Affairs Attn: Fire Chief 3015 Carrington Mill Boulevard 501 W. Felix Morrisville,NC 27560 Fort Worth,TX 76115 With a copy to: City Attorney 1000 Throckmorton Fort Worth,Texas 76102 13. CONFIDENTIALITY. Each Party (the "Recipient Party") agrees that any confidential or proprietary material or information regarding the intellectual property, technology developments, business or affairs of the other (the "Disclosing Party") disclosed to Recipient Party or obtained by Recipient Party from the Disclosing Party which the Disclosing Party clearly identifies as confidential at the time of disclosure ("Confidential information"), will not be disclosed by the Recipient Party to any other person or used by Recipient Party for its own benefit or gain or in any other manner except as may be expressly authorized by the Disclosing Party. The Parties agree that the Recipient Party's obligations with respect to handling, disclosing, reproducing, and using Disclosing Party's Confidential Information are not applicable to any portion(s) of the Confidential Information which: Arrow Facility Agreement rev 01 152015 Page 3 of 8 (a) is in the public domain prior to receipt by the Recipient Party or subsequent to the date of receipt without breach of this Agreement by the Recipient Party,or (b) is known, as evidenced by documentation,to the Recipient Party prior to disclosure by the Disclosing Party, or (c) is disclosed with the prior written approval of the Disclosing Party, or (d) is disclosed without restriction to the Recipient Party by a third party having a bona fide right to disclose same to the Recipient Party and without breach of this Agreement by the Recipient Party, or (e) is subject to disclosure pursuant to any applicable law or regulation. The terms of this provision shall survive termination or expiration of this Agreement. 14. COMPLIANCE WITH LAWS. The Parties agree to comply with all applicable federal, state and local laws, regulations, ordinances, government agency interpretation of laws or regulations and orders ("Laws and Regulations") with respect to the performance of all provisions of this Agreement. In addition, the parties intend for this Agreement to comply with the federal anti-kickback statute, 42 USC 1320 a-7b (b) and its regulations. In the event there shall be a change to any Laws and Regulations or the interpretation of any of the foregoing, the adoption of new Laws and Regulations, any of which are reasonably likely to materially and adversely affect the manner in which either Party may perform or be compensated for its services under this Agreement, or which shall make this Agreement unlawful, the Parties shall immediately enter into good faith negotiations regarding a new service arrangement or basis for compensation for the rights assigned and services furnished pursuant to this Agreement that complies with the Laws and Regulations that approximates as closely as possible the economic position of the Parties prior to the change. In the event that either Party reasonably determines that this Agreement may not be modified to comply with the foregoing change to the Laws and Regulations, such Parry may terminate this Agreement. 15. NO REFERRALS. The Parties acknowledge that the Fees payable to Provider for the Rental Periods are consistent with fair market value in arms-length transactions, and no amount paid pursuant to this Agreement, or any other agreement between the Parties, is intended to be, nor shall it be construed to be an inducement or payment for, or in any way dependent upon,the referral of customers or the generation of business to Company by Provider or any hospital or health care provider with which Provider is affiliated or does business. Provider is not required to refer any health care providers or other customers to Company. In no event will the compensation paid to Provider under this Agreement vary or depend upon any business that may have been or may be generated by Provider for Company. 16. REPRESENTATION OF NON-EXCLUSION. Company and Provider represent and warrant that as of the Effective Date, neither they nor any of their employees providing services under this Agreement are: (a) excluded from a federal health care program as outlined in Sections I128 and 1156 of the Social Security Act (see the Office of Inspector General of the Department of Health and Human Services List of Excluded Individuals/Entities at http://www.oig.hhs.gov/fraud/excIusions.asp); (b) debarred by the FDA under 21 U.S.C. 335a (see the FDA Office of Regulatory Affairs Debarment List at http://www.fda.gov/ora/compliance_ref/debar/); (c) otherwise excluded from contracting with the federal government (see the Excluded Parties Listing System at https://www.epis.gov. The Parties also represent that if they or any of their employees who provides items or services under this Agreement becomes so excluded, debarred, or suspended during the term of this Agreement,the applicable Arrow Facility Agreement rep r 01 152015 Page 4 of 8 Party will promptly notify the other Party. Upon such notification, the other Party shall have the right to immediately terminate this Agreement. 17. INDEPENDENT CONTRACTORS. The relationship between the Parties under this Agreement shall be that of independent contractors, and not as an employee or agent of the other Party.Nothing in this Agreement shall render either Party, or any of its employees, subcontractors or agents, an employee, subcontractor or agent of the other Party, nor authorize or empower a Party or its employees, subcontractors or agents to speak for,represent or obligate the other Party in any way. 18. MISCELLANEOUS. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof. This Agreement may not be amended without the prior written consent of the Parties. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective permitted successors and assigns. No party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, provided, however, that Company may assign this Agreement to an affiliate or in the event of a merger or acquisition of all or substantially all of its assets. The failure of either Party to enforce or require performance of any provision of this Agreement shall in no way operate as a waiver or affect the right of such Party at a later time to enforce the same. This Agreement shall be construed in accordance with the laws of the State of Texas, without giving regard to its conflicts of law principles. This Agreement may be transmitted by facsimile or in .pdf electronic format, and it is the intent of the parties that any signature printed by a receiving facsimile machine or computer system be deemed an original signature. 19. GOVERNMENTAL POWERS. Both Parties agree and understand that the Provider does not waive or surrender any of its governmental powers by execution of this Agreement. Arrow International,Inc. Provider V'W By: By: Name: Name: I .G 1A Title: Title: 1A P Date: Date: U F0 ATTEST: 0 �S C ty Secret Atied as t rm and Legality 14A 4A ssistant it Attorney OFFICIAL RECORD CITY SECRETARY FT WORTH TX Arrow Facility Agreement rev 01152015 Page 5 of 8 Party will promptly notify the other Party. Upon such notification,the other Party shall have the right to immediately terminate this Agreement. 17. INDEPENDENT CONTRACTORS. The relationship between the Parties under this Agreement shall be that of independent contractors,and not as an employee or agent of the other Party.Nothing in this Agreement shall render either Party, or any of its employees, subcontractors or agents, an employee, subcontractor or agent of the other Party, nor authorize or empower a Party or its employees, subcontractors or agents to speak for,represent or obligate the other Party in any way. 18. MISCELLANEOUS. This Agreement,together with the exhibits attached hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof. This Agreement may not be amended without the prior written consent of the Parties. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective permitted successors and assigns. No party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, provided,however,that Company may assign this Agreement to an affiliate or in the event of a merger or acquisition of all or substantially all of its assets. The failure of either Party to enforce or require performance of any provision of this Agreement shall in no way operate as a waiver or affect the right of such Party at a later time to enforce the same. This Agreement shall be construed in accordance with the laws of the State of Texas,without giving regard to its conflicts of law principles.This Agreement may be transmitted by facsimile or in .pdf electronic format, and it is the intent of the parties that any signature printed by a receiving facsimile machine or computer system be deemed an original signature. 19. GOVERNMENTAL POWERS. Both Parties agree and understand that the Provider does not waive or surrender any of its governmental powers by execution of this Agreement. Arrow International,inc. Provider By: Ka re o H u st;DN'MSNS g N d by Karen Hust, By: VI Z--- Name: DN:cn=Karen Hust,RN,MSN, Name: Title: f V, _ou=Clinical and Medical Affairs, Title: Date: CE email=karen.hust @teleflex.com, Date: e�Hri Date:2016.08.25 13:19:39: -04'00' ATTEST: City Secretary Ap 'ved as and Legality ,rn r 1111 it ILA,•.! ssistant City A orne} Avow Facility Agreement rev 01152015 Page 5 of S SCHEDULE A -1 Facility Rental Program Summary Schedule This Facility Rental Program Summary Schedule dated August 31 and September 1,2016 is subject to the terms and conditions of that certain Master Services Agreement dated August 24,2016_between Arrow International, Inc. ("Company")and City of Fort Worth Fire Department ("Provider"). Location: 505 W. Felix Street, Fort Worth,Texas 76115 Rental Period: 8/31 &9/1/2016 Services/Equipment Provided by Provider: Didactic space to include chairs, tables, LCD projector and screen or large screen television. Lab space. Fees: $0 Payment Schedule: N/A Services/Equipment Provided by Arrow International, Inc.: conduct hands on learning using Arrow EZ- 109 Intraosseous Infusion System and Airway products such as but not limited to: LMA Supreme, Mad Nasal and Airtrach. All tissue, floor covering, surgical instruments, ppe, red bags and waste removal, Instructors and their expenses. Arrow International, Inc. Provider Signature: Signature: { Name: Name: Qf((� W6iS�tr/l 4 Title: Title: It�drl fits Date: Date: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Arrow Facility Agreement rev 01152015 Page 6 of 8 SCHEDULE A-1 Facility Rental Program Summary Schedule This Facility Rental Program Summary Schedule dated AM"31 and,5egtesnber 1.2016 is subject to the terms and conditions of that certain Master Services Agreement dated Aueust 24.2016 between Arrow International,Inc.("Company")and City of Fort Worth Fire Deoart mt("Provider"). Location:505 W.Felix Street,Fort Worth,Texas 76115 Rental Period:01 dt 9/1/2016 Service&TAuipment Provided by Provider: Didactic space to include chairs, tables, LCD projector and screen or large screen television. Lab space. Fees:$0 Payment Schedule:N/A Services/Equipment Provided by Arrow International, Inc.: conduct hands on learning using Arrow EZ- IO®Intr'aosseous Infusion System and Airway products such as but not limited to: LMA Supreme, Mad Nasal and Airtrach. All tissue, floor covering, surgical instruments, ppe, red bags and waste removal, Instructors and their expenses. Arrow International,Inc. Provider Digitally signed by Karen Hust, Signature: Karen BNJd5N CEN signature: -- DN:cn=Karen Hust,RN,MSN, Name: _ fF^„_To�� Name: Title Rust I 9 ou=Clinical and Medical Affairs, Title: gftA u riµrw Date: c=US om, Date: k1 111. "t¢�m era zs-rs�r�sr Amour Fsatl+'ty Agneaaatt rev 01152015 Page 6 of 8 SCHEDULE B Company Provided Specimens Provider agrees that Arrow International will arrange for a third party, Medical Education Research Institute,to provide Specimens for Arrow International, Inc. Programs("Procurer")and that Procurer's personnel will be permitted entry to Facility at a mutually agreed upon dates and times for the purpose of delivery, set-up,preparation,removal, clean-up/disinfection and otherwise to effectuate the scheduled Program. Specimens shall at all times remain in the possession and control of Medical Education Research Institute and its personnel,or authorized employee of the Company,present at Facility. All Specimen orders will be handled by Arrow International, Inc. Provider is not responsible for ordering Specimens on behalf of Company. Provider agrees to: (a) Maintain as confidential all personal and medical information relating to the Specimens and their donors as come into Provider's possession,except as necessary to ensure the safety of individuals that come in contact with the Specimens, subject to applicable laws. (b) Provide a secure location for storage of Specimens during the conduct of the Program, if requested by Company or the Procurer. (c) After completion of each Company Program,permit the Procurer, at times agreed to by Provider and Company at the time of scheduling a Program,to arrange for disposition of the Specimens in accordance with all applicable laws and in accordance with the informed consent given by the donor and/or the donor's legally authorized representative. The Parties shall treat the Specimens with dignity and respect. Arrow Facility Agreement rev 01152015 Page 7 of 8 SCHEDULE C Provider Provided Specimens Provider shall provide, or arrange for the provision of, Specimens to be used by Company during the Programs, subject to the fees, if any, set forth on the Schedule. All Specimens provided by Provider shall at all times remain the property of Provider and shall remain under Provider's control. Company's use of Specimens provided by Provider shall be only for educational or scientific purposes, and shall be limited to only those educational or scientific procedures approved in writing by Provider prior to the date of the Program. Company's use of Specimens shall at all times be subject to Provider's supervision. Provider will handle all human specimen material and perform all clean- up/disposal of human material. Only Specimens with negative test results for Hepatitis B and C and Human Immunodeficiency Virus("HIV") will be used in Programs. De-identified test results for Specimens to be used in Programs will be provided to Company upon request. All Specimens provided by Provider to Company shall be obtained(i)with the appropriate Informed consent of donor or donor's next-of-kin,and(ii)in compliance with the Uniform Anatomical Gift Act(the"UAGA")and all other local, state and federal laws and regulations governing the recovery and distribution of anatomical specimens. Provider will maintain approved protocols, and consent forms for all donors. The Parties shall treat the Specimens with dignity and respect. Arrow Facility Agreement rev 01152015 Page 8 of 8