HomeMy WebLinkAboutExhibit 1TECHNICAL SERVICE SUPPORT AGREEMENT
Contract Number:
End User # 02759001
CITY OF IviAMI FIRE RESCUE
1151 NW 7TH ST
MIAMI, FL 33136
Bi11 To # 02759001
CITY OF NIIAMI FIRE RESCUE
1151 N'7THST
MIAMI, FL 33136
This Technical Service Support Agreement begins on 10/1/2011 and expires on 9/30/2014.
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 S125,610.00 for the term of this Agreement. savable in Annual installments of
S41.870.00.
Special Terms
10% DISCOUNT ON ACCESSORIES
Accepted: Physio-Control, Inc.
By:
Title:
Date:
Territory Rep: EAVV67
Miguel Rodriguez
Phone: 800-442-1142 x2412
FAX: - 800-772-3340
Customer:
By:
Print:
Title:
Date:
Purchase Order Number:
Customer Contact:
Chief Bruce Oestreich
Phone: 305-416-1600
FAX:: �,:::3 05-416-5444
Reference Number: V67-1086
Printed: 11/9/2011
Renewal
7it
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 10 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 10 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 alternate 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: V67-1086 Renewal
Printed: 11/9/2011 • Page 2 of 8
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. Phvsio-Control shall reimburse the Customer for that portion of the Term
after the effective date of termination when the annual installment has already been paid. less the cost of any 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 reoconable attorney:, fees, shall be reimbursed by the other party.
d) 'The City of Miami retains the riaht to add or delete product (eouipment). and/or services desianated in this contract as deemed necessary
by contactino the assioned Phvsio-Control service representative. The City of Miami will identify these units by orovidino the serial number
and/or service that is to be added or discontinued. An addendum will be drawn up by the Phvsio service reoresentative which will show the
chanaes that are beinomade. and a copy will be sent to the City of Miami for approval. The addendumshall also address. if applicable. any
chanoes to the Price (increase or decrease) of coverage specified in Schedule A. The Addendum shall become effective after both parties
(,Phvsio-Control and the City of Miami) have signed the addendum document."
END
Reference Number: V67-1086 Renewal
Printed: 11/9/2011 Page 3 of 8
Contract Number:
Servicing Rep:
District:
Phone:
FAX:
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Miguel Rodriguez, EAVV67
SOUTHEAST
800-442-1142 x2412
800-772-3340
Equipment Location:
Scope Of Service
Model
LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
LIFEPAU'® 12
LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
• LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
LIFEPAK41) 12
LIFEPAK® 12
LIFEPAKG 12
• LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
LIFEPAK® 12
.LIFEPAK® 12
LIFEPAK® 12
CITY OF MIAMI FIRE RESCUE, 02759001
11511\1-\>+W7THST
MIAMI, FL 33136
On Site Repair and 1 On Site Inspection per Year:M-F/8-5
Part Number
VLP12-02-001010
VLP 12-02-001010
VLP 12-02-0010 ] 0
VLP12-02-000303
VLP 12-02-000303
VLP12-02-000303
VLP12-02-003848
VLP 12-02-003848
VLP12-02-005985
VLP12-02-005985
VLP12-02-005985
Serial Number
12433804
12433807
12433808
11676805
11676812
11676814
14197531
31015310
34641802
34641803
34641804
Ref.
Line
1
2
3
4
5
6
7
8
9
10
11
Effective
Date
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
Expiration
Date
9/30/2014
9/30/2014
9/30/2014
9/30/2014
9/30/2014
9/30/2014
9/30/2014
9/30/2014
9/30/2014
9/30/2014
9/30/2014
Total
Inspections
3
3
3
3
3
3
3
3
3
3
VLP12-02-005985 34641806 12 10/1/201 ] 9/30/2014 3
VLP12-02-005985 3464] 808 13 10/1/2011 9/30/2014 3
VLP12-02-005985
VLP12-02-005985
VLP12-02-005985
VLP12-02-005985
VLP12-02-005985
VLP 12-02-005985
VLP12-02-005985
VLP12-02-005985
VLP12-02-005985
VLP 12-02-005985
VLP12-02-005985
VLP12-02-005985
VLP12-02-005985
VLP12-02-005985
VLP12-02-005985
VLP12-02-005985
34641809
34641810
34641811
34641812
34641813
34641814
34641815
34641816
34641817
34641818
34641819
34642029
34642030
34642031
34642032
34642033
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
'29
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
10/1/2011
9/30/2014 3
9/30/2014 3
9/30/2014 3
9/30/2014 3
9/30/2014 3
9/30/2014 3
9/30/2014 3
9/30/2014 3
9/30/2014 3
9/30/2014 3
9/30/2014 3
9/30/2014 3
9/30/2014 3
9/30/2014 3
9/30/2014 3
9/30/2014 - ' 3
Reference Number: V67-1086
Printed: 11/9/2011
Renewal
Page 4 of 8
LIFEPAK@ 12 VLP12-02-005985 34642034 30 10/1/2011 9/30/2014. 3
LIFEPAK@ 12 VLP12-02-005985 34642035 31 10/1/2011 9/30/2014 3
LIPEPAK® 12 VLP12-02-005985 34645584 32 10/1/2011 9/30/2014 3
LIFEPAK®® 12 VLP12-02-005985 34645585 33 10/1/2011 9/30/2014 3
LIFEPAK® 12 VLP12-02-005985 34645506 34 10/1/2011 9/30/2014 3
LIFEPAK®12 VLP12-02-005985 34646534 35 10/1/2011 9/30/2014 3
LIFEPAK® 12 VLP12-02-001010 12433805 36 10/1/2011 9/30/2014 3
** Denotes an inventory line that has chamzed since the last contract revision or addendum.
Reference Number: V67-1086 Renewal
Printed: 11/9/2011 Page 5 of 8
Contract Number:
Additional Items
Service Type
CASE CHANGE
MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Item
LP12/15/20 CASE CHG 10+
Quantity Start Date End Date
15 10/ 1 /2011 9/30/2014
" Denotes an additional item line that has changed since the last contract revision or addendum.
Reference Number: V67-1086 Renewal
Printed: 11/9/2011 Page 6 of 8
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAK 12 (LP 12) Defibrillator/Monitor Service includes:
Standard detachable hard paddle repairs
LP12 upgrade installed by Physio-Control Technical Services Representative at a rate of 17% less than the then -current
field -installed list price
• All Physio-Control battery charging systems owned by contract end user, up to a one -for -one basis with the total number
ofLP12 defibrillator/monitor's listed in Schedule A.
AC Power Adapter repair/replacement
DC Power Adapter repair/replacement
• Replacement of Physio-Control FASTPAK®, FASTPAK 2, LIFEPAK SLA, LIFEPAK NiCd Battery, and LIFEPAK
Li -ion Battery
Battery maintenance, performance testing, evaluation, removal, recycling, and replacement are the Customer's responsibility and
should be performed in accordance with the LP 12 Series Operating Instructions section entitled Discarding/Recycling Batteries.
Batten' replacement is available upon completion of the second year of use on a one -for -one basis; up to the number of devices
listed in Equipment Inventory, Schedule A. Replacement batteries shall be like -for -like (i.e. FASTPAK for FASTPAK, LIFEPAK
LI-ion for LIFEPAK LI-ion, etc.).
One -for -one, like -for -like battery replacement is available prior to the completion of second year of use upon battery failure as
determined by Customer's performance testing and evaluation in accordance with the LP 12 Operating Instructions section entitled
Discarding/Recycling Batteries. During the Term of this Agreement, no -charge replacement for battery failure shall occur no more
than four (4) times per two-year period for Physio-Control FASTPAK®, FASTPAK 2, LIFEPAK SLA, LIFEPAK NiCd Battery,
and no more than three (3) times per two-year period for Li -ion batteries, regardless of any terms in prior Support Plans.
Battery replacement is dependent upon Customer's notice to Physio-Control of the completion ofthe second year of use or battery
failure as determined by Customer's performance testing and evaluation. At the discretion of Physio-Control, battery replacement
shall be accomplished by shipment to Customer and replacement by Customer, or by on -site delivery and replacement by a
Physio-Control.Service Technician. Upon,Customer's receipt of replacement battery, the battery being replaced becomes the
property of Physio-Control, and Customer must return the battery being replaced to Physio-Control for proper disposal. If
Physio-Control does not receive the battery Customer will be charged at the then -current rate for the replacement battery.
Only batteries manufactured by Physio-Control are covered under this Service Agreement. Batteries not manufactured by
Physio-Control are expressly excluded from coverage under this Service Agreement. Physio-Control does not guarantee the
operation, safety, and/or performance of our product when operating with a battery not manufactured by Physio-Control. Repairs
and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when
operating with a battery manufactured by Physio-Control. Any repairs, as determined by a Physio-Control Service Representative,
resulting from the use of a battery not manufactured by Physio-Control, will be billed at Physio-Control's then current standard list
prices for parts and labor, including actual travel costs incurred.,
LIFEPAK 12 Software Updates
If combined Repair and Inspection services are designated for LP 12 units listed in Schedule A, a Physio-Control Technical Services
Representative will install LP 12 software updates at no additional cost, provided they are installed at the time of a regularly
scheduled inspection. In addition, during the Term of this Agreement, where an assembly, i.e., printed circuit board, must be
replaced to accommodate installation of new software, such assembly may be purchased by the Customer at a rate of 50% less than
the then -current list price. Software updates, when installed at a time other than the regularly scheduled inspection, will be billed at
the rate of S205.00 per unit per software update. The cost of such software update will be billed in a separate invoice.
If Repair -Only services are designated for LP 12 units listed in Schedule A, a Physio-Control Technical Services Representative will
install a LP `12 software update at the rate of S205.00 per unit per software update. In addition during the Term of this Agreement,
where -an assembly; i.e., printed circuit board, must be replaced to accommodate installation ofnew,softy are such assembly ma. b
purchased by the Customer at a rate of 50% less than the then -current list price. The 66sf`6f such soft 'are'update Will 15 billed`iri a
separate invoice.
Reference Number: V67-1086 Renewal
Printed: 11/9/2011 Page 7 of 8
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
Coin Cell Battery Replacement
Physio-Control will replace the internal coin cell batten' according to the number of such batteries listed in the .Additional Items
section of Schedule A. It is the Customers responsibility to request such coin cell battery replacement, gather in a single location
the devices that will receive such battery replacement, and to provide to the Physio-Control Technical Services Representative
access to those devices. Coin cell battery replacement will take place during the Term of this Agreement, according to the number
of coin cell batteries listed in the Additional Items section of Schedule A.
LP l2 Defibrillator/Monitor Service does not include repair or replacement of the following:
Internal. sterilizable and pediatric paddles
Sp02 sensors and cables
Communication cables
Therapy cables
Patient cables
PCMCIA modems
Case changes
Discounts will not be combined with other special terms, discounts, and/or promotions.
Reference Number: V67-1086 Renewal
Printed: 11/9/2011
Page 8 of 8