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BAILMENT AGREEMENT Between City of Worcester Department of Public Health (WDPH) and MANAGEMENT STRATEGIES (MS)
Pursuant to the joint development activities, certain MS-owned or MS-partner hardware and software ("Equipment") has been loaned or bailed to WDPH. All such Equipment is listed in Exhibit A to this Agreement. It is anticipated that additional Equipment may be loaned from time to time. Such Equipment shall be set forth on additional Equipment lists, signed by both parties and integrated into this Agreement as addendums to Exhibit A. MS shall: a. Prepare the Equipment and arrange for delivery from the MS Sudbury, MA facility to the WDPH Worcester, MA project facility or other project facilities as directed by WDPH. Prepare appropriate software, as required, for demonstration use.
WDPH shall: a. Insure the Equipment against all risk of loss or damage for not less than the full replacement value as determined by MS. WDPH shall carry public liability and property damage insurance covering the Equipment. b. Be responsible for normal business office maintenance of the Equipment and pay for any damage no matter how caused while the Equipment is in WDPH's possession. WDPH and MS will arrange for an inspection of the Equipment by both parties immediately prior to shipment back to MS. WDPH assumes and shall bear the entire risk of loss and damage to the Equipment from any and every cause. c. Use the Equipment in a careful and proper manner and comply with all laws, ordinances, and regulations relating to the possession, use or maintenance of the Equipment. WDPH also agrees only to use the Equipment for the sole purpose of completing the activities set forth in the appropriate Statement of Use, signed by both parties and integrated into this Agreement as addendums to Exhibit B d. Return the Equipment upon completion of the Statement of Use or upon MS's request.
e. Supply to MS the serial numbers of all equipment listed in Attachment A upon receipt of such products. Such list will become Attachment C to this Agreement. f. Deal directly with the manufacturer of the Equipment for all maintenance and warranty related issues. WDPH will maintain records of all maintenance and warranty work performed on the Equipment, and provide such records to MS upon request. g. Provide reasonable security measures at lease to the degree WDPH provides for its own equipment: h. Arrange for the shipment of all Equipment to the WDPH Worcester, MA project facility and upon completion of the project arrange for shipment of all of the Equipment to the MS Sudbury, MA facility. WDPH will also cover all packing and shipping costs.
Bailment Agreement MS/WDPH
equipment. or workmanship in the bailed Equipment. . specification or contract which provides for specific machinery or operators. MS.4 Ownership of Equipment. except as expressly set forth in this Agreement.2004. as to the fitness. liens and legal processes of creditors of WDPH. Upon request. nor manufacturer's agent. WDPH shall have no right. WDPH agrees to provide to MS the right of entry for purposes of auditing the Equipment and its use and/or repossessing the Equipment in the event of termination. rule. makes no warranty or representation. Martino II_______ Title: Metropolitan Medical Response System Coordinator. it being agreed that all such risks. nor any warranty that the bailed Equipment will satisfy the requirements of any law. WDPH shall keep all Equipment free and clear of all claims. Right of Entry. No Warranties by MS. and shall at all times remain the sole and exclusive property of MS. Equipment is. either express or implied. the parties hereto have executed this Agreement as of May City of Worcester Department of Public Health _ . Such right will be extended to both employees of MS and its agents and designees. or as to the quality or capacity of the material. Management Strategies By:_________________________ By:_________________________ Print:_Thomas W Connell II Print:__John A. title or interest in Equipment. as between MS and WDPH are to be borne by WDPH at its sole risk and expense. or special methods. not being the manufacturer of the bailed Equipment. 5 6 IN WITNESS WHEREOF. Title: Partner____________________ Bailment Agreement MS/WDPH 2 05/09/12 . design or condition of.
Martino II_______ Title: Metropolitan Medical Response System Coordinator.EXHIBIT A – Equipment List One Nextel data modem – IP host address of 126 with wall charger One iPAQ wall charger One Dell workstation – including monitor. appropriate cabling . one send. mouse and external HP R/W CD drive One Outerlink Satellite transceiver – SN 0481B –including. The above listed items have been verified by: City of Worcester Department of Public Health Management Strategies By:_________________________ By:_________________________ Print:_Thomas W Connell II Print:__John A. one receive antennae. keyboard. Title: Partner__________________ Bailment Agreement MS/WDPH 3 05/09/12 .currently installed in UMASS ambulance.