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Item F2 BOARD OF GOVERNORS FIRE AND AMBULANCE DISTRICT 1 AGENDA ITEM SUMl\IARY Meeting Date: October 18. 2006 Division: Emergency Services Bulk Item: Yes No X Department: Fire Rescue Staff Contact Person: Darice Hayes AGENDA ITEM WORDING: Acceptance of proposal and approval of Agreement between :MEDTRONIC Emergency Response Systems, Inc. and the Board ofGovemors, Fire and Ambulance District 1 of Monroe County, Florida, for the maintenance of biomedical equipment in the amount of $15,809.00, commencing November 1, 2006, and authorization for Mayor to execute same along with Technical Service Support Agreement. ITEM BACKGROUND: The Fire Rescue Department requested quotes for the preventative inspection and maintenance of biomedical equipment owned and operated by the Fire and Ambulance District 1. Three (3) vendors responded, and only one (1), MEDTRONIC Emergency Response Systems, Inc. has the ability to service and maintain the equipment properly. PREVIOUS RELEVANT BOG ACTION: On October 19,2005, the Board approved the Contract Agreement Addendum between the Fire and Ambulance District 1 and Medtronic Physio-Control for the preventative inspection and maintenance of biomedical equipment for an additional one (1) year period in the amount of $14,709.00. CONTRACT/AGREEMENT CHANGES: The effective date of the Agreement will be November 1, 2006 through October 31, 2007, with the option to be renewed for two (2) additional one (1) year terms at the County's option. The amount ofthis Agreement is $15,809.00 which is an increase of $1,100.00 over last year's contract due to an additional piece of equipment and the contractor's increased operating costs, STAFF RECOMMENDATIONS: It is imperative that this equipment be maintained properly as it is used for cardiac monitoring of patients. This contractor has always provided excellent service in the past. In view of the foregoing, Chief Martin recommends approval of the Agreement. TOTAL COST:$15.809.00 BUDGETED: Yes X No COST TO COUNTY:$15,809.00 SOURCE OF FUNDS: Ad valorem taxes REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year ~ivS ,~ APPROVED BY: County Atty ~O:MBlPurchasing Risk Management _ DOCUMENTATION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 8/06 MEMORANDUM ATTACHMENT TO AGENDA ITEM SUMMARY Meeting Date: October 18. 2006 Division: Emergency Services Bulk Item: Yes No X Department: Fire Rescue Staff Contact Person: Darice Hayes AGENDA ITEM WORDING: Acceptance of proposal and approval of Agreement between MEDTRONIC Emergency Response Systems, Inc. and the Board of Governors, Fire and Ambulance District 1 of Monroe County, Florida, for the maintenance of biomedical equipment in the amount of$15,809.00, commencing November 1,2006, and authorization for Mayor to execute same along with Technical Service Support Agreement. ITEM BACKGROUND: The Fire and Ambulance District 1 owns and operates biomedical equipment used for the cardiac monitoring of medical patients. This intricate equipment is specifically known as LifePack@10 and LifePack@12, and requires specific preventative maintenance and service. The Fire Rescue Department requested quotes, and three (3) were received: (1) DESCO sent a letter on September 26,2006 stating that they were unable to provide service due to software upgrades to the equipment; (2) Jobbers Equipment Warehouse, Inc. sent a letter on September 26, 2006 stating that they were unable to provide service due to the standards and specifications required for the equipment; (3) On September 11,2006 MEDTRONIC Emergency Response Systems, Inc. quoted $15,809.00, and it is requested that the Board accept MEDTRONIC's proposal for the one-year period commencing November 1,2006 through October 31,2007. As noted in the Previous Relevant Board Action, MEDTRONIC has provided this service for many years. PREVIOUS RELEVANT BOARD ACTION: On September 8, 1999 the Board accepted the proposal and approved an agreement with Medtronic Physio-Control Corp. for the maintenance of biomedical equipment for the Fire and Ambulance District 1 in the amount of$15,684.00 for a one year period effective October 1, 1999. On September 20, 2000, the Board approved a Contract Agreement Addendum extending original agreement of September 8, 1999 for an additional one-year period, in the amount of$14,388.00. On September 19,2001, the Board accepted the proposal, and approved an agreement with Medtronic Physio-Control Corporation for the maintenance of biomedical equipment for the Fire and Ambulance District 1, in the amount of$12,334.75 for a one year period, effective October 01, 2001. On September 18, 2002, the Board approved a Contract Agreement Addendum between the Fire and Ambulance District 1 and Medtronic Physio-Control, for the maintenance of biomedical equipment for an additional one year period, in the amount of $13,512.00. On October 15, 2003, the Board accepted the proposal, and approved an agreement with Medtronic Physio-Control Corp. for the maintenance and preventative inspection of biomedical equipment for the Fire and Ambulance District 1, in the amount of$14,376.00 for a one year period, commencing November 01, 2003 and ending October 31, 2004. PREVIOUS RELEVANT BOARD ACTION (cont'd): On September 15, 2004, the Board exercised their option to renew the contract by approving the Contract Agreement Addendum for an additional one (1) year period for the period November 01, 2004 through October 31,2005. On October 19, 2005, the Board approved the Contract Agreement Addendum between the Fire and Ambulance District 1 and Medtronic Physio-Control, for the preventative inspection and maintenance of biomedical equipment in the amount of$14,709.00 for an additional one (1) year period. CONTRACT/AGREEMENT CHANGES: A new Agreement to go into effect upon approval by the Board of Governors and MEDTRONIC Emergency Response Systems, Inc. (formerly Medtronic Physio-Control Corp.) at the October 18,2006 meeting for the period November 1,2006 through October 31, 2007. The Agreement has the option to be renewed for two (2) additional one (1) year terms at County's option. The amount of this Agreement is $15,809.00 which is an increase of $1,100.00 over last year's contract due to an additional piece of equipment and the contractor's increased operating costs. STAFF RECOMMENDATIONS: The Emergency Services Division, Fire Rescue Department is continually striving to provide the very best emergency medical care to the citizens and tourists of Monroe County. In light of that, it is imperative that this equipment be maintained properly as it is used for cardiac monitoring of patients. MEDTRONIC has always provided excellent service in the past. In view of the foregoing, Chief Martin recommends approval ofthe Agreement between MEDTRONIC Emergency Response Systems, Inc. and the Board of Governors, Fire and Ambulance District 1 so that Fire Rescue's biomedical equipment receives the proper preventative inspection and maintenance. 2 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: MEDTRONIC Emergency Response SYstems, Inc. Contract # Effective Date: Nov. 1,2006 Expiration Date: Oct. 31, Z007 Contract Purpose/Description: Maintenance agreement with Medtronic for preventative and corrective maintenance of biomedical equipment for Fire and Ambulance District 1. Contract Manager: Darice Hayes 6004 Fire Rescue / Stop #14 (Name) (Ext.) (Department/Stop #) for BOCC meeting on October 18,2006 Agenda Deadline: October 3,2006 CONTRACT COSTS Total Dollar Value of Contract: $15,809.00 Budgeted? Yes[8J No 0 Account Codes: Grant: $ County Match: $ Current Year Portion: $ 141-13001-530460 _-_ - - - - - -----.--.. - --. - - - - ------ - - - - ----- Estimated Ongoing Costs: $_/yr (Not included in dollar value above) ADDITIONAL COSTS For: (eg. maintenance, utilities, ianitorial, salaries, etc.) CONTRACT REVIEW Date In IO-'3..0b Risk Managoptent \, (D"~Cb YesD Noca-- t:( ~.;\;'J OM.B./Purcha\~g ~/crr, YesD No County Attorney (;/J )/(J b Yes~NoD Changes Needei../ YesD NoW' Date Out Division Director OMB Form Revised 2/27/01 MCP #2 AGREEMENT This Agreement is made and entered into this day of , 2006, by and between the Board of Governors, Fire and Ambulance District 1 of Monroe County, Florida, hereinafter referred to as "COUNTY" and MEDTRONIC Emergency Response Systems, Inc., hereinafter referred to as "CONTRACTOR". WHEREAS: That the parties hereto, for the consideration hereafter set forth, mutually agree as follows: 1. SCOPE OF THE WORK The CONTRACTOR shall furnish all labor, materials, equipment, machinery, tools, apparatus and transportation and perform all other work as described in the Technical Service Support Agreement for the preventive inspection and maintenance of biomedical equipment for the Board of Governors. The Technical Service Support Agreement is attached hereto as Exhibit B and made a part of this Agreement by reference. 2, CONTRACT SUM The COUNTY shall pay to the CONTRACTOR a total amount of$15,809.00 for the faithful performance ofthe Contract, in lawful money ofthe United States. This will be paid in 12 equal monthly installments, on the first of the month for the preceding month after invoice rendered by Contractor. 3. GENERAL PROVISIONS A. The CONTRACTOR agrees to indemnify the COUNTY and hold the COUNTY harmless from and against all claims, damages, losses and expenses, including reasonable attorneys' fees in any action arising out of performance of the work herein, including bodily injury, illness or death, or for property damage induding loss of use, resulting from the CONTRACTOR'S work. B. The CONTRACTOR warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 or Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the COUNTY may, in its discretion, terminate this Contract without liability and may also, in its discretion, deduct from the Contract or purchase price or otherwise recover, the full amount of any fee, commission, percentage, gift or consideration paid to the former County officer or employee. C. Before beginning work under this Contract, the CONTRACTOR must provide evidence satisfactory to the COUNTY'S Risk Management Director that the CONTRACTOR has in force and effect the insurance required as outlined in Exhibit A. Page 1 of 5 4. CONTRACT TERM A. The Contract shall commence on November 1, 2006 and shall expire one year from that date on October 31,2007. The Contract may be renewed for two (2) additional one (1) year terms at the option of the COUNTY. The COUNTY shall exercise the option by a written notice to the CONTRACTOR, 30 days before expiration of the original term. B. The CONTRACTOR shall not be held liable for delay in delivery caused by strikes, inability to obtain materials or equipment, production or manufacturing problems and all other causes beyond the CONTRACTOR'S control. The CONTRACTOR shall not be liable for any incidental damages caused by delays in delivery. C. Monroe County's performance and obligation to pay under this contract, is contingent upon an annual appropriation by the Board of County Commissioners of Monroe County. 5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS The CONTRACTOR understands all provisions of this Contract and of the Specifications and agrees to their sufficiency for the work to be done. Under no circumstances, conditions or situations shall this Contract be more strongly construed against the COUNTY than against the CONTRACTOR. 6. PAYMENT A. The CONTRACTOR shall invoice the COUNTY, in accordance with the pricing and terms as outlined in the Contract documents. Invoices shall be submitted to Monroe County Fire Rescue, 490 63rd Street, Ocean, Suite 122, Marathon, Florida 33050, for approval and processing. B. All payments shall be made directly to the CONTRACTOR at the CONTRACTOR'S office, MEDTRONIC Emergency Response Systems, Inc., 11811 Willows Rd., N.E., Redmond, WA 98073. 7. INDEPENDENT CONTRACTOR At all times and for all purposes hereunder CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed so as to find the CONTRACTOR or any of his /her employees, contractors, servants or agents to be employees of the Board of County Commissioners of Monroe County and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County. Page 2 of 5 8. COMPLIANCE WITH LAW In providing all services pursuant to this Agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such goods, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle the Board of County Commissioners to terminate this Contract immediately upon delivery of written notice oftermination to the CONTRACTOR. 9. SUBCONTRACTING/ASSIGNMENT CONTRACTOR shall not assign, sublet, subcontract, sell or transfer any interest in this Contract without the prior written consent of the COUNTY thereto. 10. NOTICE - GENERAL Any notice or notices required or permitted to be given pursuant to this Contract may be personally served on the other party by the party giving such notice or may be served by certified mail, return receipt requested, to the following addresses: COUNTY: Monroe County Fire Rescue 490 63rd Street, Ocean, Suite 122 Marathon, Florida 33050 CONTRACTOR: MEDTRONIC Emergency Response Systems, Inc. 11811 Willows Rd., N.E. Redmond, W A 98073 11. ANTI DISCRIMINATION CONTRACTOR agrees they will not discriminate against any oftheir employees or applicants for employment or against persons for any other benefit or service, because of their race, color, religion, sex or national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment and to abide by all Federal and State laws regarding non-discrimination. 12. NON WANER Any waiver of any breach of covenants herein contained to be kept and performed by the CONTRACTOR shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the COUNTY from declaring a forfeiture for any succeeding breach either of the same conditions or covenants or otherwise. Page 3 of 5 13. CONTRACTOR - GENERAL The CONTRACTOR warrants that it is authorized by law to engage in the performance ofthe activities encompassed by the program herein described, subject to the terms and conditions set forth in the Attachment, which is attached hereto and incorporated herein as part of this Agreement. Each of the signatories for the CONTRACTOR, below, certifies and warrants that: A. The CONTRACTOR'S name in this Agreement is the full name as designated its corporate charter, if CONTRACTOR is a corporation; otherwise, CONTRACTOR'S name is the business entity, whether partnership or sole proprietorship, under which CONTRACTOR normally conducts business. B. They are empowered to act and contract for the CONTRACTOR and C. This Agreement has been approved by the Board of Directors of CONTRACTOR, if CONTRACTOR has a corporation. 14. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement ofthe parties hereto with respect to the subject matter hereof and supersedes any and all prior Agreements with respect to such subject matter between CONTRACTOR and the Fire Rescue office or the COUNTY. 15. CONSENT TO JURISDICTION This Agreement, its performance and all disputes arising hereunder, shall be governed by the laws ofthe State of Florida and both parties agree that the venue for any action shall be Monroe County. This Agreement is not subject to arbitration. 16. CONDITIONS OF TERMINATION A. The performance of work or provision of goods under this Agreement may be terminated, delayed or temporarily suspended by the COUNTY, in whole or in part, from time to time, wherever the COUNTY shall determine that such termination is in the best interest of the COUNTY. The COUNTY shall pay all reasonable costs incurred by the CONTRACTOR up to the time of termination and all reasonable costs to the CONTRACTOR associated with termination. B. If the CONTRACTOR fails to fulfill the terms of this Agreement or attachments, properly or on time or otherwise violates the provisions of the Agreement or of applicable laws or regulations governing the use of funds, the COUNTY may terminate the Contract by written notice of 15 days. The notice shall specify cause. The COUNTY shall pay the CONTRACTOR fair and equitable compensation for expenses incurred prior to termination of the Agreement, less any amount of damages caused by the CONTRACTOR'S breach. If the damages Page 4 of 5 are more than compensation payable, the CONTRACTOR will remain liable after termination and the COUNTY can affirmatively collect damages. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases or real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess ofthe threshold amount provided in Section 287.017, for CATEGORY TWO for a period of36 months from the date of being placed on the convicted vendor list. 17. The County does not pay sales tax or any other taxes. The provisions of this Agreement supercede any conflicting provisions in Exhibit B attached hereto as the Technical Service Support Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Contract the day and year first above written. BOARD OF GOVERNORS OF FIRE AND AMBULANCE DISTRICT 1 OF MONROE COUNTY, FLORIDA BY: MAYOR/CHAIRMAN (SEAL) Attest: Danny L. Kolhage, Clerk By: Deputy Clerk (CORPORATE SEAL) Attest: By: MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC. By: Title: Title: MONROE COUNTY ATTORNEY . APPROVED AS T.o FORM: '~~'~W S M. GRIMSLE ASSIS ANT COUNTY ATTORNEY Date /0 - 2. - 0 C; Page 5 of 5 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy ofthe statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Bidder's Signature Date OMB - MCP#5 EXHIBIT A Page 1 of3 GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liabili~y. Insurance. Coverage shall be maintained throughout the life ofthe contract and include, as a mlllimum: · Premises Operations · Products and Completed Operations · Blanket Contractual Liability · Personal Injury Liability · Expanded Definition of Property Damage The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Momoe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. GLl EXHIBIT A Page 2 of3 VEHICLE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: · Owned, Non-Owned, and Hired Vehicles The minimum limits acceptable shall be: $100,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 50,000 per Person $100,000 per Occurrence $ 25,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. VLl Page 7 of 8 EXHIBIT A Page 3 of 3 WORKERS. COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the Contractor shall obtain Employerst Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County shall recognize and honor the Contractorts status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. Ifthe Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. wel Risk Management and Health and Safety - Proof ofInsurance Page I of I STATEMENT OF INSURANCE FOR MEDTRONIC, INC. DATE ISSUED: 26-Sep-2006 INSURED: COVERAGES: The policies of insurance and coverages listed below have been issued to the insured named to the left for the policy period indicated. The insurance afforded by these policies is subject to all of the tenns, conditions and exclusions of the actual policies. This statement of insurance does not grant the recipient any rights under these policies. Limits shown may have been reduced by paid claims, MEDTRONIC EMERGENCY RESPONSE SYSTEMS Medtronic, Inc. 710 Medlronic Parkway, LC310 Minneapolis, MN 55432 C PE OF COVERAGE COVE PERIO 5/1/06 - 511/07 511/06 - 5/1/07 LIMITS ACE USA Ace American Insurance Company) eneral Liability including productsl ompleted operations, for worldwide pcrations Policy #HDCG2173 1 985 Automobile Liability ired, Non-owned and Owned Autos oliey #ISA H08220049 Workers' Compensation:/< and Employers Liability olicy #WLRC44440428 olicy #SCFC44440441 olicy #WLRC4444043A olicy #WCUC44440453 ,AZ. WA.self-insured Combined Single Limit $1,000,000 5/1/06 - 5/1/07 Statutory Limits -Each Accident -Each Emp. Policy Limit $1,000,000 $1,000,000 1,000,000 (ACE American Ins, Co.) COMMENTS: Waiver of Subrogation and/or additional insured status applies only if it is reflected in your written agreement with insured. THIS STATEMENT ISSUED TO: CANCELLA nON Monroe County Board of County Commissioners Risk Management Dept 1100 Simonton Street Key West, FJ 33040 SHOULD ANY OF THE ABOVE DESCRIBED COVERAGES BE CANCELLED BEFORE THE EXPlRA TION DATE THEREOF WE WlLL ENnEA VOR TO MAIL JQ DAYS WRITI'EN NOTICE TO TIffi STATEMENT HOLDER NAMED TO THE LEFt, BUT FAILURE TO MAn. SUCH NOTICE SHALL IMPOSE NO OBLIGATION DR LlABn.ITY OF ANY KIND UPON THE COMPANY, tTS AGENTS OR REPRESENTATIVES 6iJ;f/~ Gary A. Nelson, VP Risk Management & Chief Compliance Officer htto://intranet2.medtronic.comlnewriskml!mtlstmt.cfm 9/26/2006 EXHIBIT B Page 1 of8 TECHNICAL SERVICE SUPPORT AGREEMENT ~ Medtmnic Alkmr-iJlK n:,'n, lltttcri1tt HuM. F.:>,:tmJin: lift Contract Number; End User # 0318950 I MONROE COUNTY FIRE RESCUE 490 63RD ST MARATHON, FL 33050 Bill To # 0318950 I MONROE COUNTY FIRE RESCUE 490 63 RD ST MARATHON, FL 33050 This Technical Service Support Agreement begins on 11/112006 and expires on 10/31/2007, 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 ofthis document and any Schedule B, if attached, Ifany Data Management Support and Upgrade Service is included on Schedule A then this Technical Service Support Agreement is also subject to Medtronic's Data Management Support and Upgrade Service Terms and Conditions, rev 7/99-1. Price of coverage specified on Schedule A is $15,809.00 per term, payable in Monthly in arrears installments. Special Terms 17% DISCOUNT ON LP12 UPGRADES Accepted: MEDTRONIC Emergency Response Systems, Inc. Customer: ~: ~ Title: Print: Date: Title: Date: Purchase Order Number: Territory Rep: EASS59 Montero, Sandra Phone: 800-442-1142 x2081 FAX: 800-772-3340 Customer Contact: MONROE COUNTY ATTORNEY Darice Hayes APPROVED AS TO FORM: Phone: 305-289-6004 FAX: 305-289-6013 'sus ASSISiA COUNTY ATTORNEY Date / tJ - L. - a-t;., Reference Number: S59-1313 Renewal Printed: 911112006 Page 1 of 8 EXHIBIT B Page 2 of8 MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC, TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS RENEWAL TERMS Medtronic Emergency Response Systems, lnc:s ("Medtronic") 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. Medtronic agrees to furnish the services ordered by Customer only on these terms, and C;ustomer's acceptance of any portion ofthe 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 Medtronic by Customer. These terms may not be revised in any manner without the prior written consent of an officer of Medtronic, 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 Medtronic service technician labor, and all related travel expenses. For offsite (ship-in) services, units will be returned to Customer by Medtronic 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 Medtronic service technician labor and all related travel expenses. For offsite (ship-in) services, units will be returned to Customer by Medtronic freight prepaid, DOCUMENTATION Following each Repair and/or Inspection, Medtronic 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 Medtronic product is designated as a unit of Covered Eq uipment 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 1he Loaner to Medtronic in the same condition as received, at Customer's expense, upon the earlier of the return ofthe removed unit or Medtronic'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 Medtronic under this Technical Service Su pport Agreement; case changes; repair or replacement of items not originally distributed or installed by Medtronic; 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 atthe designated service frequency and during designated service hours except where service technicians are rendered unavailable due 10 mandatory training commitments, in which case Medlronic 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 Medtronic 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 nol being Covered Equipment, request being outside of designated service frequency or hours, or application ofthe Exclusions); Customer shall reimburse Medtronic at Medtronic's standard labor rates less 10% (including overtime, if appropriate), plus standard list prices for related parts and materials less 15%, plus actuallravel costs incurred. PAYMENT The cost of services performed by Medtronic shall be payable by Customer within thirty (30) days of Customer's receipt of Medlronic's Invoice (or such other terms as Medtronic confirms to Customer in writing). In addition to the cost of services performed, Customer shall payor reimburse Medlronic for any taxes assessed Medlronic. Ifthe number or configuration of Covered Equipment is altered during the Term ofthis Technical Service Support Agreement, the price of Services shall be adjusted accordingly. WARRANTY Medlronic 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 nolifies Medtronic of any allegedly defective condition within ten (10) calendar days of its discovery by Customer. Medlronic 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 MEDTRONIC BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES, Reference Number: 859-1313 Printed: 9/11/2006 Renewal Page 2 of 8 EXHIBIT B Page 3 of8 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 Medtronic 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 Medtronic for that portion ofthe designated price which corresponds to that portion ofthe Term and the scope of Services provided prior to the effective date of termination. . DELAYS Medtronic 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 ca use beyond its reasonable control, including, but not limited to, acls 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 Medtronic's inability to obtain goods from its usual sources, Any such delay shall not be considered a breach of Medtronic's obligations and the performa nce 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 Medtronic's behalf during the Term of this Technical Service Support Agreement or for one (1) year following its expiration without Medtronic'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 Medtronic and Customer under this Technical Service Support Agreement Shall be governed by the taws ofthe 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, ............,............., ~... r. ~..... ~....... ........................................................... t...................................... .............. ... L................... ...,.............".,........... .............,....,.,........................ .end......".,.................................,.........,.....................,........,..,.,.""", Reference Number; 859-1313 Printed: 9/11/2006 Renewal Page 3 of 8 EXHIBIT B Page 4 of8 MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INe. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number; Servicing Rep; Montero, Sandra, EASS59 District: SOUTHERN Phone: 800-442-1142 x2081 FAX: 800-772-3340 Equipment Location: MONROE COUNTY FIRE RESCUE, 03189501 490 63RD ST MARATHON, FL 33050 Scope Of Service Ship In Repair - 2 On Site Inspections per year:M-F/8-5 Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFEP AK@ 10 804200-14 001137 111112006 10/31/2007 2 LIFEP AK@ 10 804200-14 004475 2 111112006 10/3112007 2 LIFEP AK@ 10 804200-28 007300 3 111112006 10/3112007 2 LIFEP AK@ 10 804200-28 007308 4 11/112006 10/31/2007 2 LIFEPAK@ 10 804200-28 007327 5 11/112006 10/31/2007 2 LIFEPAK@ 10 804200-49 070414 6 III 112006 10/31/2007 2 LIFEPAK@ 10 804200-49 070525 25 111112006 10/31/2007 2 LlFEPAK@ 12 VLP12-02-0050 13 32624452 26 11/112006 10/31/2007 2 LIFEPAK@ 12 VLPI2-02-002269 13451834 7 II/ 112006 10/31/2007 2 LlFEPAK@ 12 VLPI2-02-002269 13451839 8 11/112006 10/31/2007 2 LIFEP AK@ 12 VLP 12-02-002269 13451840 9 11/112006 10/3112007 2 LIFEP AK@ 12 VLP 12-02-002269 13451841 10 111112006 10/31/2007 2 LlFEP Al(@ 12 VLP 12-02-002269 13451842 11 111112006 10/3112007 2 LlFEPAK@ 12 VLP 12-02-002269 13451843 12 11/112006 10/31/2007 2 Scope Of Service Ship In Repair Only:M-F/8-5 Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections BATTERY SUPPORT SYSTEM 801807-12 012341 19 11/112006 10/31/2007 0 BATTERY SUPPORT SYSTEM 801807-12 014699 20 11/112006 10/31/2007 0 BATTERY SUPPORT SYSTEM 801807-12 017090 21 11/112006 10/31/2007 0 BATTERY SUPPORT SYSTEM 801807-12 0l7l16 22 III 1 12006 10/31/2007 0 BATTERY SUPPORT SYSTEM 801807-12 0l7l21 23 11/112006 1O/3lf2007 0 BATTERY SUPPORT SYSTEM 801807-21 034696 24 111112006 10/3lf2007 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 32620322 27 111 112006 1 0/3 If2007 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 11122706 13 11/112006 10/3lf2007 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 11122707 14 11/112006 1O/3112007 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 13426192 15 11/112006 10/3 1/2007 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 13445563 16 111112006 10/31/2007 0 Reference Number: S59-1313 Printed: 9/11/2006 Renewal Page 4 of 8 EXIDBIT B Page 5 of8 BATIERY SUPPORT SYSTEM 2 VBSS2-02-000009 BATIERY SUPPORT SYSTEM 2 VBSS2-02-000009 13445566 13445567 17 18 11/112006 11/112006 U Denotes an inventory line that has changed since the last contract revision or addendum. Reference Number: 859-1313 Printed: 9111/2006 10/3112007 10/31/2007 o o Renewal Page 5 of 8 EXHIBIT B Page 6 or8 Contract Number: Additional Items SelVice Type CASE CHANGE MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Item Quantity Start Date 2 11/1/2006 LP12 LIMITED CASE CHANGES .. Denotes an additional item line that has changed since the last contract revision or addendum, Reference Number; S59-1313 Printed: 9/11/2006 End Date 10/31/2007 Renewal Page 6 of 8 EXHIBIT B Page 7 of8 MEDTRONIC EMERGENCY RESPONSE SYSTEMS, me. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEP AK@ 10 DEFIBRlLLA TORIMONITOR/P ACEMAKER . Paddle repairs are included. (Paddle attachments are excluded; i,e. pediatric and anterior attachments). , Auxiliary Power Supply included when listed on equipment inventory (Schedule A), . Pacemaker repair is included. . Case changes are excluded. . Pacing and patient cables are excluded. . F AST-PA TCH@ adapters and QUIK-COMBOTM pacing/defibrillation adapters are included. , Repair coverage for Medtronic@ ECG, Pacing and Defibrillation Simulators included, Medtronic@ Battery Pak . Customer retains the responsibility to perform the battery maintenance and evaluation procedures outlined in the service manual and to replace batteries that do not pass the conditions outlined under "DiscardinglRecycling Batteries." Batteries failing to meet battery performance tests should be removed from service and properly discarded (recycled). , If customer provides evidence that a Medtronic Battery Pak fails to meet the perfurmance tests noted above and/or the Batlery Pak age exceeds 2 years, Medtronic shall replace said Medtronic Battery Pak (like for like) Le. FASTPAK for F ASTP AK, up to a maximum of 4 Medtronic Battery Paks every two years (including prior Support Plan periods) per LIFEP AK@1 0 defibrillator/monitor/pacemaker (listed on Schedule A). To assist in proper recycling and removal of low capacity batteries, replaced Battery Paks become the property of Medtronic and must be returned at the time of exchange, . Only batteries manufactured by Medmnic are covered under this Service Agreemeti. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Medtronic cannot guarantee the operation, safety and/or performance of our product when operating with a non-Medtronic battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a Medtronic battery. Any repairs, as determined by a Medtronic Service Representative, resulting from the use ofa non-Medtronic battery, will be billed at our standard list prices for parts and labor, including actual travel charges incurred. Reference Number: 859-1313 Printed: 9/11/2006 Renewal Page 7 of 8 EXHIBIT B Page 8 of8 MEDTRONIC EMERGENCY RESPONSE SYSTEMS, me. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEP AK@ 12 DEFIBRILLA TOR/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 exeluded. . Case Changes are excluded. . Discount of17% from the field installed list price for any current and/or future available LIFEP AK@12 upgrade is included when installed by Medtronic Technical Services. . Discounts may not be combined with any other special terms, discounts and/or promotions. Medtronic Fastpak@, Fastpak 2, Lifepak SLA and Lifepak NiCd Battery . Customerretains the responsibility to perfurm 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 Medtronic Battery Pak fails to meet the performance tests noted above and/or the Battery Pak age exceeds 2 years, Medtronic shall replace said Medtronic Battery Pak (like for like) i.e. F ASTP AK for F ASTP AK, F ASTP AK2 for F ASTP AK2, LIFEP AK SLA for LIFEP AK SLA, or LIFEP AK NiCd for LIFEP AK NiCd, up to a maximum of 4 Medtronic Battery Paks every two years (including prior Support Plan periods) per LIFEP AK@ 12 defibrillator/monitor (listed on Schedule A). To assist in proper recycling and removal oflow capacity batteries, replaced Battery Paks become the property ofMedtronic and mustbe rerumed atthe time of exchange, . Only batteries manufactured by Medbonic are covered under this Service Agreement. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Medtronic cannot guarantee the operation, safety and/or performance of our product when operating with a non-Medtronic battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a Medtronic battery. Any repairs, as determined by a Medtronic Service Representative, resulting from the use ofa non-Medtronic 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 Teclnical Service Support Agreement inventory for Lifepak 12 units, at the customer's request, a Medtronic 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 priceofa 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 Older inventory for Lifepak 12 units, at the customer's request a Medtronic Technical Services Representative will install a Lifepak 12 software update at a discoWlted 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 orderto 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. . Discounts may not be combined with any other special terms, discounts and/or promotions. Reference Number; S59-1313 Printed: 9/11/2006 Renewal Page 8 of 8 MOllroe Cuunl.Y Fire Re~(;\1l: 490 63'rl SUe!':!: MlImtholl 1"1. 3.i050 Au Cllpl Pe.tel' L\1br.tt We at/;: lIot able to hid the Meditro]l\x~ Life pllck equipmelll: COIUY.;u,;t, Due [0 sof!W;lr~ upgrlldes to the Equipment ThHt'lk You '[bm Hehm:amp ",," <'" ...,.u:::~:~;,... /g ....--;;;>' ,/' ~'" C':':'>" , if".u~,'" ':/'),., ""----.--......,,-...........'"- .J~...... ..r#' , .c:... ....,.._ ..-' , , ~"- ,.,.'.- " "...""..,,'~..,...:- .-.. -- ~...~ -,,' _.'--.....~..-_::> ..::-::~___.,.,_~...r 9,-, z,r:; -_.~ r:, z ~ 4lJ S W 1 (P' tl l\ V 1"'. 1I N I 'f J . I) ^ V 1 n, F L. 011 1 A ' ~ B 17 I' H (I N 1.,: ij U I! . ~ a H e 7 - I' A X: 'IS 1 0 2 . n 1 ~ 3 td N~tc:60 900c 9c oddS 'ON X~.:! NOel.:! 89/2p/2006 89:39 3055926571 JOBBERS PAGE 81/01 Jobbers JOBBERS EQUIPMENT WAREHOUSE, I C. · CAR DEALER SERVICE EQVIPMENT .. PROJECT DESIGN & LAYOUT SERVICES .. LICENSED & INSURED INSTALLA.TIONS .. SEl=iV1CE & REPAIR 5440 N.W. 78th Avenue / Miami, Florida 3166 U.S.A. / Phone (305) 592-8730/ Fax (305) 59:2~6571 / Toll Free 1 (800) 274-8730 Marathon Fire Rescue 490 631'd ST Marathon, FL 33050 AU: Capl. Peter Lubel'l Att Capt. Lubert, RE: The Mtldical E'luip11ent Service Contract We regret to inform you that we will be unable to bid on the requested equipment services contract. We aT . not able h) rnaintain the Life Pak equipment to your bid standards, We will be unable to ma ntain the equipment as per manufacturer specifications. Thank you for contaetin T us on thi~ malter. We would be happy to continue to bid any other services you rcqui e ill the future, ' Sincerely, R Ahem Jobbers Equipment