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HomeMy WebLinkAboutExhibitTECHNICAL SERVICE SUPPORT AGREEMENT Contract Number: End User # 02759001 CITY OF MIAMI FIRE RESCUE 1151 NW 7TH ST MIAMI, FL 33136 PHYSIO CONTROL Bill To # 02759001 CITY OF MIAMI FIRE RESCUE 1151 NW 7TH ST MIAMI, FL 33136 This Technical Service Support Agreement begins on 10/1/2008 and expires on 9/30/2009. The designated Covered Equipment and/or Software is listed on Schedule A. This Technical Service Agreement is subject to the Terms and Conditions on the reverse side of this document and any Schedule B, if attached. If any Data Management Support and Upgrade Service is included on Schedule A then this Technical Service Support Agreement is also subject to Physio-Control's Data Management Support and Upgrade Service Terms and Conditions, rev 7/99-1. Price of coverage specified on Schedule A is $46,457.30 per term, payable in Annual installments. Special Terms EXCLUDING QUIK-COMBO ELECTRODES 17% DISCOUNT ON LP12 UPGRADES Customer has this current contract year with option to renew for two additional one year periods, subject to the same terms, unit price, and inventory of devices. Accepted: Physio-Control, Inc. By: Title: Date: Territory Rep: EAVV57 Highland, Dustin Phone: 800-442-1142 x2156 FAX: 800-772-3340 Customer: By: Print: Title: Date: Purchase Order Number: Customer Contact: Chief Danny Maree Phone: 305-416-1600 FAX: 305-416-5444 Reference Number: V57-2427 Renewal Printed: 4/17/2008 Page 1 of 9 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS RENEWAL TERMS Physio-Control, Inc.'s ("Physio-Control") acceptance of Customer's Technical Service Support Agreement is expressly conditioned on Customer's assent to the terms set forth in this document and its attachments. Physio-Control agrees to furnish the services ordered by Customer only on these terms, and Customer's acceptance of any portion of the goods and services covered by this document shall confirm their acceptance by Customer. These terms constitute the complete agreement between the parties and they shall govern any conflicting or ambiguous terms on Customer's purchase order or on other documents submitted to Physio-Control by Customer. These terms may not be revised in any manner without the prior written consent of an officer of Physio-Control. REPAIR SERVICES If "Repair" services are designated, subject to the Exclusions identified below, they shall include, for the designated Covered Equipment, all repair parts and materials required, all required Physio-Control service technician labor, and all related travel expenses. For offsite (ship -in) services, units will be returned to Customer by Physio-Control freight prepaid. INSPECTION SERVICES If "Inspection" services are designated, subject to the Exclusions identified below, they shall include, for the designated Covered Equipment, verification of proper instrument calibration, verification that instrument mechanical operations and output measurements are consistent with applicable product specifications, performance of an electrical safety check in accordance with National Fire and Protection Guidelines, all required Physio-Control service technician labor and all related travel expenses. For offsite (ship -in) services, units will be returned to Customer by Physio-Control freight prepaid. DOCUMENTATION Following each Repair and/or Inspection, Physio-Control will provide Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended for replacement. LOANERS If a Physio-Control product is designated as a unit of Covered Equipment for Repair Services and needs to be removed from service to complete repairs, an appropriate Loaner unit will be provided, if available, until the removed unit is returned. Customer assumes complete responsibility for the Loaner and shall return the Loaner to Physio-Control in the same condition as received, at Customer's expense, upon the earlier of the return of the removed unit or Physio-Control's request. EXCLUSIONS This Technical Service Support Agreement does not include: supply or repair of accessories or disposables (e.g., patient cables, recorder paper, etc.); repair of damage caused by misuse, abuse, abnormal operating conditions, operator errors, and/or acts of God; repairs to return an instrument to normal operating equipment at the time of initial service by Physio-Control under this Technical Service Support Agreement; case changes; repair or replacement of items not originally distributed or installed by Physio-Control; and exclusions on Schedule B to this Technical Service Support Agreement, if any, which apply to Covered Equipment. SCHEDULE SERVICES Designated Repair and Inspections Services will be performed at the designated service frequency and during designated service hours except where service technicians are rendered unavailable due to mandatory training commitments, in which case Physio-Control will provide altemate coverage. Customer is to ensure Covered Equipment is available for Repair and/or Inspection at scheduled times. If Covered Equipment is not available as scheduled and Customer requests additional services to be performed or if Physio-Control is requested to perform Repair or Inspection services not designated in this Technical Service Support Agreement (due to the nature of services selected, instruments involved not being Covered Equipment, request being outside of designated service frequency or hours, or application of the Exclusions); Customer shall reimburse Physio-Control at Physio-Control's standard labor rates less 10% (including overtime, if appropriate), plus standard list prices for related parts and materials less 15%, plus actual travel costs incurred. PAYMENT The cost of services performed by Physio-Control shall be payable by Customer within thirty (30) days of Customer's receipt of Physio-Control's Invoice (or such other terms as Physio-Control confirms to Customer in writing). In addition to the cost of services performed, Customer shall pay or reimburse Physio-Control for any taxes assessed Physio-Control. If the number or configuration of Covered Equipment is altered during the Term of this Technical Service Support Agreement, the price of Services shall be adjusted accordingly. Reference Number: V57-2427 Renewal Printed: 4/17/2008 Page 2 of 9 WARRANTY Physio-Control warrants Services performed under this Technical Service Support Agreement and replacement parts provided in performing such Services against defects in material and workmanship for ninety (90) days from the date a Service was performed or a part was provided. Customer's sole remedy shall be reservicing the affected unit and/or replacement of any part determined to be defective, without any additional Customer charge, provided Customer notifies Physio-Control of any allegedly defective condition within ten (10) calendar days of its discovery by Customer. Physio-Control makes no other warranties, express or implied, including, without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL PHYSIO-CONTROL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES. TERMINATION Either party may terminate this Technical Service Support Agreement at any time upon sixty (60) days prior written notice to the other, except that Physio-Control may terminate this Technical Service Support Agreement immediately upon Customer's failure to make timely payments for services rendered under this Technical Service Support Agreement. In the event of termination, Customer shall be obligated to reimburse Physio-Control for that portion of the designated price which corresponds to that portion of the Term and the scope of Services provided prior to the effective date of termination. DELAYS Physio-Control will not be liable for any loss or damage of any kind due to its failure to perform or delays in its performance resulting from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes, labor shortages, the requirements of any governmental authority, war, civil unrest, delays in manufacture, obtaining any required license or permit, and Physio-Control's inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of Physio-Control's obligations and the performance dates shall be extended for the length of such delay. MISCELLANEOUS a) Customer agrees to not employ or offer employment to anyone performing Services on Physio-Control's behalf during the Term of this Technical Service Support Agreement or for one (1) year following its expiration without Physio-Control's prior written consent. b) This Technical Service Support Agreement, and any related obligation of other party, may not be assigned in whole or in part without the prior written consent of the other party. c) The rights and obligations of Physio-Control and Customer under this Technical Service Support Agreement shall be governed by the laws of the State in which the service is provided. All costs and expenses incurred by the prevailing party related to the enforcement of its rights under this document, including reasonable attorney's fees, shall be reimbursed by the other party. END Reference Number: V57-2427 Renewal Printed: 4/17/2008 Page 3 of 9 Contract Number: Servicing Rep: District: Phone: FAX: PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Highland, Dustin, EAVV57 GULF COAST 800-442-1142 x2156 800-772-3340 Equipment Location: Scope Of Service CITY OF MIAMI FIRE & RESCUE, 01078402 ADMINISTRATION 444 SW 2ND AVE MIAMI, FL 33130 On Site Repair Only: M-F/8-5 Model Part Number BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 Equipment Location: Scope Of Service Model LIFEPAK® 12 LIFEPAK® 12 LIFEPAK a 12 LIFEPAK® 12 LIFEPAKI4 12 LIFEPAK® 12 LIFEPAK® 12 LIFEPAKee 12 LIFEPAK® 12 LIFEPAKit 12 LIFEPAK') 12 LIFEPAK.t 12 LIFEPAK® 12 LIFEPAK® 12 LIFEPAK® 12 LIFEPAK® 12 LIFEPAK® 12 LIFEPAK® 12 Serial Number 14054331 13393217 13393202 Ref. Effective Expiration Total Line Date Date Inspections 53 10/1/2008 9/30/2009 0 54 10/1/2008 9/30/2009 0 55 10/1/2008 9/30/2009 0 CITY OF MIAMI FIRE RESCUE, 02759001 1151 NW 7TH ST MIAMI, FL 33136 On Site Repair and 1 On Site Inspection per Year:M-F/8-5 Ref. Effective Expiration Total Part Number Serial Number Line Date Date Inspections VLP12-02-005985 34641802 56 10/1/2008 9/30/2009 1 VLP12-02-005985 34641803 57 10/1/2008 9/30/2009 I VLP12-02-005985 34641804 58 10/1/2008 9/30/2009 1 VLPI2-02-005985 34641806 59 10/1/2008 9/30/2009 1 VLP12-02-005985 34641808 60 10/1/2008 9/30/2009 1 VLPI2-02-005985 34641809 61 10/1/2008 9/30/2009 1 VLP12-02-005985 34641810 62 10/1/2008 9/30/2009 1 VLP12-02-005985 34641811 63 10/1/2008 9/30/2009 1 VLP I 2-02-005985 34641812 64 10/1/2008 9/30/2009 1 VLP12-02-005985 34641813 65 10/1/2008 9/30/2009 1 VLP12-02-005985 34641814 66 10/1/2008 9/30/2009 1 VLP12-02-005985 34641815 67 10/1/2008 9/30/2009 1 VLP12-02-005985 34641816 68 10/1/2008 9/30/2009 1 VLPI2-02-005985 34641817 69 10/1/2008 9/30/2009 1 VLP12-02-005985 34641818 70 10/1/2008 9/30/2009 1 VLPI2-02-005985 34641819 71 10/1/2008 9/30/2009 1 VLP12-02-005985 34642029 72 10/1/2008 9/30/2009 1 VLP12-02-005985 34642030 73 10/1/2008 9/302009 1 . Reference Number: V57-2427 Renewal Printed: 4/17/2008 Page 4 of 9 LIFEPAK® 12 VLP12-02-005985 34642031 74 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-005985 34642032 75 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-005985 34642033 76 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-005985 34642034 77 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-005985 34642035 78 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-005985 34645584 79 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-005985 34645585 80 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-005985 34645586 81 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-005985 34646534 82 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-001010 12433805 84 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-001010 12433804 1 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLPI2-02-001010 12433807 2 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-001010 12433808 3 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-000303 11676805 14 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-000303 11676812 15 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-000303 11676814 16 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-003848 14197531 29 10/1/2008 9/30/2009 1 LIFEPAK® 12 VLP12-02-003848 31015310 30 10/1/2008 9/30/2009 1 Scope Of Service On Site Repair Only: M-F/8-5 Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30867690 31 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 11675711 17 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 11656457 18 10/1/2008 9/30/2009 0 BA! 1 ,RY SUPPORT SYSTEM 2 VBSS2-02-000009 11656460 19 10/1/2008 9/30/2009 0 BAI IERY SUPPORT SYSTEM 2 VBSS2-02-000009 11660266 20 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 11660270 21 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 11660272 22 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 11660301 23 10/12008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 11671503 24 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 11675703 25 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 11656454 26 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 11675709 27 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 11675708 28 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 12424356 4 10/12008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 12387801 5 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 12388305 6 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 12388306 7 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 12390219 8 10/1/2008 9/30/2009 0 'BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 12410069 9 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 12424244 10 10/12008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 12424247 11 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 10424249 12 10/1/2008 9/30/2009 0 BA1 I ERY SUPPORT SYSTEM 2 VBSS2-02-000009 12424354 13 10/1/2008 9/30/2009 0 Reference Number: V57-2427 Renewal Printed: 4/17/2008 Page 5 of 9 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 14054344 52 10/1/2008 9/30/2009 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 33545534 83 10/1/2008 9/30/2009 0 LIFEPAK® 500 3005400-064 10015059 32 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483236 33 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483234 34 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483232 35 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483231 36 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483230 37 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483229 38 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483228 39 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483227 40 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483226 41 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483225 42 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483224 43 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483223 44 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483222 45 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12476818 46 10/1/2008 9/30/2009 0 LIFEPAK® 500 3005400-000 4628601 47 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483241 48 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483239 49 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483238 50 10/1/2008 9/30/2009 0 LIFEPAK® 500 3011790-000100 12483237 51 10/1/2008 9/30/2009 0 ** Denotes an inventory line that has changed since the last contract revision or addendum. Reference Number: V57-2427 Renewal Printed: 4/17/2008 Page 6 of 9 Contract Number: Additional Items Service Type MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Item Quantity Start Date End Date CASE CHANGE LP12 LIMITED CASE CHANGES 6 10/1/2008 9/30/2009 "" Denotes an additional item line that has changed since the last contract revision or addendum. Reference Number: V57-2427 Renewal Printed: 4/17/2008 Page 7 of 9 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK® 12 DEFIBRILLATOR/MONITOR • AC Power Adapter included when listed on equipment inventory (Schedule A). DC Power Adapter included when listed on equipment inventory (Schedule A). • Defibrillator paddle repairs are included (excludes internal, sterilizable and pediatric paddles). • Communications and Patient cables are excluded. • PCMCIA Modems are excluded. • Therapy cables are excluded. • Sp02 Sensors are excluded. • Case Changes are excluded. • Discount of 17% from the field installed list price for any current and/or future available LIFEPAK®12 upgrade is included when installed by Physio-Control Technical Services. • Discounts may not be combined with any other special terms, discounts and/or promotions. Physio-Control Fastpak®, Fastpak 2, Lifepak SLA and Lifepak NiCd Battery • Customer retains the responsibility to perform the battery maintenance and evaluation procedures outlined in the operating instruction manual and to replace batteries that do not pass the conditions outlined under "Discarding/ Recycling Batteries." Batteries failing to meet battery performance tests should be removed from service and properly discarded (recycled). • If customer provides evidence that a Physio-Control Battery Pak fails to meet the performance tests noted above and/or the Battery Pak age exceeds 2 years, Physio-Control shall replace said Physio-Control Battery Pak (like for like) i.e. FASTPAK for FASTPAK, FASTPAK2 for FASTPAK2, LIFEPAK SLA for LIFEPAK SLA, or LIFEPAK NiCd for LIFEPAK NiCd, up to a maximum of 4 Physio-Control Battery Paks every two years (including prior Support Plan periods) per LIFEPAK® 12 defibrillator/monitor (listed on Schedule A). To assist in proper recycling and removal of low capacity batteries, replaced Battery Paks become the property of Physio-Control and must be returned at the time of exchange. • Only batteries manufactured by Physio-Control are covered under this Service Agreement. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Physio-Control cannot guarantee the operation, safety and/or performance of our product when operating with a non-Physio-Control battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a Physio-Control battery. Any repairs, as determined by a Physio-Control Service Representative, resulting from the use of a non-Physio-Control battery, will be billed at our standard list prices for parts and labor, including actual travel charges incurred. Lifepak®12 Software Updates • If combined Repair and Inspection services are designated on the Technical Service Support Agreement inventory for Lifepak 12 units, at the customer's request, a Physio-Control Technical Services Representative will install Lifepak 12 software updates at no additional charge provided it is installed at the time of a regularly scheduled inspection. In addition during the term of this agreement, where an assembly such as a printed circuit board must be replaced in order to install the new software, these assemblies may be purchased by the customer at a 50% discount off the current list price of a new assembly. Software updates requested to be installed at a time other than the regularly scheduled inspection will be billed at $205 per unit per software update. The cost of the software update will be billed on a separate invoice. • If Repair -Only services are designated on the Service Order inventory for Lifepak 12 units, at the customer's request a Physio-Control Technical Services Representative will install a Lifepak 12 software update at a discounted price of $205 per unit per software update. In addition during the term of this agreement, where an assembly such as a printed circuit board must be replaced in order to install the new software, these assemblies may be purchased by the customer at a 50% discount off the current list price of a new assembly. The cost of the software update will be billed on a separate invoice. Reference Number: V57-2427 Renewal Printed: 4/17/2008 Page 8 of 9 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK® 500 AED - Repair coverage for Physio-Control® QUIK-COMB01-m Patient Simulators included. • Repairs to Physio-Control Lifepak AED Trainers are excluded. • Case Changes are excluded. • Defibrillation and Communications cables are excluded. • External Modems are excluded. Battery chargers are included and shall be exchanged up to one battery charger per Lifepak 500 automatic advisory defibrillator (listed on Schedule A) as determined necessary by Physio-Control. Discounts may not be combined with any other special terms, discounts and/or promotions. Physio-Control® Battery Pak • Customer retains the responsibility to perform the battery maintenance and evaluation procedures outlined in the LIFEPAK 500 AED Operating Instructions. Batteries failing to meet battery performance tests should be removed from service and properly discarded (recycled). • If customer provides evidence that a Physio-Control Battery Pak fails to meet the performance tests noted above and/or the Battery Pak age exceeds 2 years in the case of sealed lead acid batteries and 3 years in the case of lithium ion batteries, Physio-Control shall replace said Physio-Control Battery Pak (like for like) i.e. LIFEPAK 500 SLA for LIFEPAK 500 SLA or LIFEPAK 500 lithium ion for LIFEPAK 500 lithium ion, up to a maximum of 2 LIFEPAK 500 SLA Battery Paks every two years or up to a maximum of I LIFEPAK 500 lithium ion Battery Pak every 3 years (including prior Support Plan periods) per LIFEPAK® 500 automatic advisory defibrillator (listed on Schedule A). To assist in proper recycling and removal of low capacity batteries, replaced Battery Paks become the property of Physio-Control and must be returned at the time of exchange. • Only batteries manufactured by Physio-Control are covered under this Service Agreement. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Physio-Control cannot guarantee the operation, safety and/or performance of our product when operating with a non-Physio-Control battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a Physio-Control battery. Any repairs, as determined by a Physio-Control Service Representative, resulting from the use of a non-Physio-Control battery, will be billed at our standard list prices for parts and labor, including Reference Number: V57-2427 Renewal Printed: 4(17/2008 Page 9 of 9