Item G5
BOARD OF GOVERNORS
FIRE AND AMBULANCE DISTRICT 1
AGENDA ITEM SUMMARY
Meeting Date: October 21. 2009
Division: Emergency Services
Bulk Item: Yes
No X
Department: Fire Rescue
Staff Contact PersonlPhone #: D. Hayes / 6004
AGENDA ITEM WORDING: Approval of Agreement between Physio-Control, 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$16,780.00, commencing November 1,2009, and authorization
for Mayor to execute same along with Technical Service Support Agreement.
/ I
ITEM BACKGROUND: Physio-Control, Inc. is the sofe soUrce provider for the preventative
inspection and maintenance of the biomedical equipment owned and operated by the Fire and
Ambulance District 1. It is imperative that this equipment be maintained properly as it is used for
cardiac monitoring of patients.
PREVIOUS RELEVANT BOCC ACTION: At the December 17, 2008 MCBOCC meeting the
Renewal Agreement by and between Board of Govemors of Fire and Ambulance District 1 of Monroe
County, Florida and Physio-Control, Inc. for the preventative inspection and maintenance of
biomedical equipment was approved.
CONTRACT/AGREEMENT CHANGES: N/A.
STAFF RECOMMENDATIONS: This contractor has always provided excellent service in the past.
Also, as mentioned in the Item Background, this equipment must be maintained on a regular basis. In
view of the foregoing, approval of the Agreement is recommended.
TOTAL COST:$16.780.00 INDIRECT COST: _ BUDGETED: Yes X No
DIFFERENTIAL OF LOCAL PREFERENCE:
COST TO COUNTY:$16.780.00
SOURCE OF FUNDS: Ad Valorem Taxes
REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year
Q.,t-t/
APPROVED BY: County Atty ~ OMB/Purchasing _ Risk Management_
DOCUMENTATION: Included X
Not Required
DISPOSITION:
AGENDA ITEM #
Revised 7/09
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Physio-Control. Inc. I Contract #
Effective Date: Nov. 1,2009 /
Expiration Date: Oct. 31, 2010 J
Contract Purpose/Description:
Maintenance agreement with Physio-Control 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 21,2009 Agenda Deadline: October 6, 2009
CONTRACT COSTS
/.
Total Dollar Value of Contract: $16,780.00
Budgeted? Yes[2;] No D Account Codes:
Grant: $
County Match: $
Current Year Portio:JY'$
141-13001-530460 ~-_
- - - -
-----
- - - -
-----
- - - -
-----
Estimated Ongoing Costs: $~yr
(Not included in dollar value above)
ADDITIONAL COSTS
For: .
(eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Division Director
Changes
Needed , /.~ewer
YesD NoD d--f- j,
~--2i){f; YesDNo~ ~)~
~qlaq YeSDNOE6- ~~:~
Q-.JH1 YesDNog ~~ 1-. JH1fl
Date Out
Date In
~q.~b1 ooManage~ent
O.M.B./Pur~asing
County Attorney
Comments:
OMB Form Revised 2/27/01 MCP #2
PhyslocColltrol, Illc
11811 Willows Road NE, PO Box 97006. Redmond, WA 98052
Tel 425c8674000 Toll.free 800.4421142
m
www.pl1ys io-contral.cam
September 16, 2009
Billy Pruitt
Monroe County Fire Rescue
490 63rd Street, Suite 160
Marathon, FL 33050
Dear Mr. Pruitt:
Physio-Control, Inc. is the manufacturer of the L1FEPAK@ series of cardiac
defibrillators/monitors. Physio-Control, Inc. authorized Technical Service
Representatives are the manufacturer sole-authorized agents for all L1FEPAK@
products. This ensures your critical patient care equipment is serviced by
factory-trained representatives, and that Rarts manufactured expressly for
Physio-Control, Inc. are used.
Sincerely,
Physio-Control, Inc.
C'hevy~ c utie-v - Roclv
Cheryl Cutler-Rock
Service Contract Specialist
AGREEMENT
This Agreement is made and entered into this day of
2009, by and between the Board of Governors, Fire and Ambulance District 1 of Monroe County,
Florida, hereinafter referred to as "COUNTY" and Physio-Control, Inc., hereinafter refelTed 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 all1abor, materials, equipment, machinery,
tools, apparatus and transportation and perroI'm 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 palt of this Agreement by reference.
2.
CONTRACT SUM
/
The COUNTY shall pay to the CONTRACTOR a total amount of $16,780.00 for
the faithful p5'formance of the Contract, in lawful money of the United States. This will
be paid in 12 equal monthly installments, on the firsv6f 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 perrormance of the work
herein, including bodily injury, illness or death, or for property damage including
loss of use, resulting from the CONTRACTOR'S work.
B. The CONTRACTOR walTants 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 pl1ce
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 affect the insurance required as outlined in
Exhibit A.
Page 1 of 7
4. CONTRACT TERM
A. The Contract shall commence on November 1,2009 and shall expire one year from
that date on October 31,2010. 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 pelformance 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, Physio-Control, Inc., 11811 Willows Rd., N.E.,
Redmond, W A 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 tights, pti vileges or benefits of employees of Monroe County.
Page 2 of 7
8. COIv1PLIANCE 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 of termination 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:
Physio-Control, Inc.
11811 Willows Rd., N.E.
Redmond, W A 98073
11. ANTI DISCRIMINATION
CONTRACTOR agrees they will not discriminate against any of their 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. NONWAIVER
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 7
13. CONTRACTOR-GENERAL
The CONTRACTOR warrants that it is authorized by law to engage in the
performance of the 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 of the 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.
This Agreement can never be amended except in a writing signed by both parties.
15. CONSENT TO JURISDICTION
This Agreement, its performance and all disputes arising hereunder, shall be
governed by the laws of the 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 aU
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 plior to tennination of the Agreement, less any amount of
Page 4 0[7
damages caused by the CONTRACTOR'S breach. If the damages 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 perlorm 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 of the threshold amount provided in Section 287.017, for
CATEGORY TWO for a period of 36 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.
18. CONTRACT CLAUSES - GENERAL
A. Financial Records Of Company
Company shall maintain all books, records, and documents directly pertinent to
perlormance under this Agreement in accordance with generally accepted
accounting principles consistently applied. If an auditor employed by the County
or Clerk determines that monies paid to Company pursuant to this Agreement were
spent for purposes not authorized by this Agreement, the Company shall repay the
monies together with interest calculated pursuant to Sec. 55.03, FS, running from
the date the monies were paid to Company.
B. Public Access
The Company shall allow and permit reasonable access to, and inspection of, all
documents, papers, letters or other materials in its possession or under its control
subject to the provisions of Chapter 119, Florida Statutes, and made or received by
the Company in conjunction with this Agreement; and the Generator shall have the
right to unilaterally cancel this Agreement upon violation of this provision by
Company.
C. Assignment/Subcontract
Company shall not assign or subcontract its obligations under this agreement to
others, except in writing and with the prior written approval of the Board of County
Commissioners of Monroe County, which approval shall be subject to such
conditions and provisions as the Board may deem necessary. This paragraph shall
be incorporated by reference into any assignment or subcontract and any assignee
or sub shall comply with all of the provisions of this agreement. Unless expressly
provided for therein, such approval shall in no manner or event be deemed to
impose any additional obligation upon the board.
Page 5 of 7
D. Disclosure and Conflict of Interest
Company represents that it, its directors, principles and employees, presently have
no interest and shall acquire no interest, either direct or indirect, which would
conflict in any manner with the performance of services required by this contract,
as provided in Sect. 112.311, et seq., Florida Statutes. Company agrees that
officers and employees of the Company recognize and will be required to comply
with the standards of conduct for public officers and employees as delineated in
Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or
acceptance of gifts; doing business with one's agency; unauthorized compensation;
misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
Company warrants that, in respect to itself, it has neither employed nor retained
any company or person, other than a bona fide employee working solely for it, to
solicit or secure this Agreement and that it has not paid or agreed to pay any
person, company, corporation, individual, or firm, other than a bona fide employee
working solely for it, any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Agreement. For the
breach or violation of the provision, the Company agrees that the Generator shall
have the right to terminate this Agreement without liability and, at its discretion, to
offset from monies owed, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
E. Governing Law. Venue. Interpretation. Costs. and Fees
This Agreement shall be governed by and construed in accordance with the laws of
the State of Florida applicable to Agreements made and to be performed entirely in
the State. In the event that any cause of action or administrative proceeding is
instituted for the enforcement or interpretation of this Agreement, the parties agree
that venue will lie in the appropriate court or before the appropriate administrative
body in Monroe County, Florida.
F. Ethics Clause
Company warrants that he/it has not employed, retained or otherwise had act on
his/its behalf any former County officer or employee in violation of Section 2 of
Ordinance No. 10-1990 or any County officer or employee in violation of Section
3 of Ordinance No. 10-1990. 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.
Page 6 of7
IN WITNESS WHEREOF, the parties hereto have executed this Contract the day
and year first above written.
BY:
(SEAL)
Attest: Danny L. Kolhage, Clerk
By:
Deputy Clerk
Title:
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Page 7 of 7
BOARD OF GOVERNORS OF
FIRE AND AMBULANCE DISTRICT 1 OF
MONROE COUNTY, FLORIDA
MAYOR/CHAIRMAN
PHYSIO-CONTROL, INC.
~ CYt<-
"CoY1~ct Coo-rzf ;~+ur
./
EXHIBIT B
TECHNICAL SERVICE SUPPORT AGREEMENT
PHYSIO
.....CONTRO L
Contract Number:
End User # 03189501
MONROE COUNTY FIRE RESCUE
490 63RD ST
STE 160
MARATHON, FL 33050
Bill To # 03189501
MONROE COUNTY FIRE RESCUE
490 63RD ST
STE 160
MARATHON, FL 33050
This Technical Service Support Agreement begins on 11/1/2009 and expires on 10/31/2010.
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 $16,780.00 per term, payable in Monthly in arrears installments.
Special Terms
15% DISCOUNT ON ACCESSORIES
Accepted: Physio-Control, Inc.
By: CWD~L
Title: C~LA.(!-t Cvul~ al2n
Date: q~Ot;
Customer:
By:
Print:
Title:
Date:
Purchase Order Number:
Territory Rep: EA VV67
Rodriguez, Miguel
Phone: 800-442-1142 x2412
FAX: 800-772-3340
Customer Contact:
Darice Hayes
Phone: 305-289-6004
FAX: 305-289-6013
MONROE COUNTY ATTORNEY
fWPROV~D..,Ag lOJ1FORM'
L~{.'ffU.f-./<f . f-hUl{ . q - a ~ - 8...OD1
CYNTHIA L. HALL
ASSISTANT COUNTY ATT()RMr=V
Reference Number: V67-1059
Printed: 9/18/2009
Renewal
Page 1 of 8
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 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 incu rred.
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 payor 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: V67-1059
Printed: 9118/2009
Renewal
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.
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.
......... ..... .......... ......... ......... ..H..H................................ ..END....................... ....... ....................... .......... .....................
Reference Number: V67.1059
Printed: 9/18/2009
Renewal
Page 3 of 8
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Contract Number:
Servicing Rep: Rodriguez, Miguel, EA VV67
District: GULF COAST
Phone: 800-442-1142 x2412
FAX: 800-772-3340
Equipment Location: MONROE COUNTY FIRE RESCUE, 03189501
490 63RD ST
STE 160
MARATHON, FL 33050
Scope Of Service LP500 1 On Site Inspection per Year with 1 SLA Battery
Ref. Effective Expiration Total
Model Part Number Serial Number Line Date Date Inspections
LlFEP AK@ 500 3011790-000113 12697911 17 111112009 10/31/2010 I
LlFEPAK@ 500 3011790-000113 12697913 18 11/1/2009 10/3112010
LlFEP AK@ 500 3011790-000113 12697915 19 11/1/2009 10/31/2010
LIFEPAK@500 3011790-000113 12697916 20 1111/2009 10/31/2010
L1FEPAK@ 500 3011790-000113 12697917 21 11/1/2009 10/3112010
LIFEPAK@500 30.11790-000113 12697919 22 1111/2009 10131/2010
L1FEP AK@ 500 3011790-000113 12697920 23 11/1/2009 10/311201 0
LIFEPAK@500 3011790-000113 12697921 24 11/1/2009 10131/2010
LIFEPAK@500 301 ]790-000113 12697923 25 111112009 10/31/2010
LlFEPAK@500 3011790-000113 12697925 26 1111/2009 10/3112010
LIFEP AK@ 500 3011790-000113 12697926 27 1111/2009 10/3112010
LlFEP AK@ 500 3011790-000113 12697927 28 111112009 10/3112010
LlFEPAK@ 500 3011790-000113 12697928 29 1111/2009 10/31/2010
LlFEP AK@ 500 3011790-000113 12697945 30 111112009 10/31/2010
LlFEPAK@ 500 3011790-000113 12697959 31 1111/2009 10/3112010
LlFEPAK@ 500 3011790-000113 12697961 32 I 1/1/2009 10/31/2010
LlFEP AK@ 500 3011790-000] 13 12703920 33 1111/2009 10/31/2010
LlFEPAK@500 3011790-000113 1270392] 34 [ 11112009 10/3112010
LlFEPAK@500 3011790-000113 12703922 35 111112009 10/3112010
LlFEP AK@ 500 301.1790-000113 ]2703923 36 111112009 10/31/2010
LlFEPAK@500 3011790-001502 34359569 37 11/112009 10131/2010
LlFEPAK@500 3011790-001502 34359570 38 1111/2009 10/31/2010
LlFEP AK@ 500 3005400-000 8679121 39 111112009 1 0131120 10
LIFEPAK@ 500 3005400-000 8679122 40 111112009 10/3.112010
LlFEPAK@500 3005400-000 8679124 41 111112009 10/3112010
LIFEP AK@ 500 3005400-000 8679126 42 11/1/2009 10/31120 I 0
L1FEPAK@500 3005400-000 8698384 43 1111/2009 10/3 I/20 10
L1FEPAK@ 500 3005400-000 8698388 44 111112009 10/3 [/2010
LlFEPAK@500 3005400-000 8698391 45 1 [11/2009 10/31/2010
Reference N urn ber: V67-1059 Renewal
Printed: 9/18/2009 Page 4 of 8
LlFEPAK@500 3005400-000 8773438 46 11/1/2009 10/31/2010
Scope Of Service Ship In Repair - 1 On Site Inspection per year:M-F/8-5
Ref. Effective Expiration Total
Model Part Number Serial Number Line Date Date Inspections
LlFEPAK@ 12 VLP 12-02-002269 13451834 11/1/2009 10/31/2010
LlFEPAK@ 12 V LP 12-02-002269 13451839 2 11/112009 10/31/2010
LlFEP AK@ 12 VLPI2-02-002269 13451840 3 11/1/2009 10/31/2010
LlFEP AK@ 12 VLPI2-02-002269 13451841 4 11/1/2009 10/31/20 I 0
LlFEPAK@ [2 VLPI2-02-002269 13451 842 5 11/1/2009 1 0/31/2010
LlFEPAK@ 12 VLPI2-02-002269 13451843 6 11/1/2009 10131/20 to
LlFEP AK@ 12 VLPI2-02-005013 32624452 13 1111/2009 10/31/2010
LlFEPAK@ 12 VLP 12-02-007228 37050535 15 1111/2009 10131/2010
Scope Of Service Ship In Repair Only:M-F/8-5
Ref. Effective Expiration Total
Model Part Number Serial Number Line Date Date Inspections
BATIERY SUPPORT SYSTEM 2 VBSS2-02-000009 36321031 16 1111/2009 10/3112010 0
BA TIERY SUPPORT SYSTEM 2 VBSS2-02-000009 32620322 14 1111/2009 10/31120 I 0 0
BA TIERY SUPPORT SYSTEM 2 VBSS2-02-000009 11122706 7 1111/2009 1 0/31120 10 0
BATIERY SUPPORT SYSTEM 2 VBSS2-02-000009 11122707 8 1111/2009 I 0/31120 1 0 0
BATIERY SUPPORT SYSTEM 2 VBSS2-02-000009 13426192 9 1111/2009 10/31/2010 0
BATIERY SUPPORT SYSTEM 2 VBSS2-02-000009 13445563 - 10 11Il/2009 10/31/2010 0
BATIERY SUPPORT SYSTEM 2 VBSS2-02-000009 13445566 11 11/112009 10/3112010 0
BA TIERY SUPPORT SYSTEM 2 VBSS2-02-000009 13445567 12 11/[/2009 10/31/2010 0
** Denotes an inventory line that has changed since the last contract revision or addendum.
Reference Number: V67-1059
Pri nted: 9/18/2009
Renewal
Page 5 of 8
Contract Number:
Additional Items
Service Type
CASE CHANGE
MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Item
Quantity Start Date
11/1/2009
LP12/15/20 CASE CHG 1-5
.. Denotes an additional item line that has changed since the last contract revision or addendum.
Reference Number: V67-1059
Printed: 9/18/2009
End Date
10/31/2010
Renewal
Page 6 of 8
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAK0 12 (LP 12) Defibrillator/Monitor 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
fie]d-installed list price
When listed in Equipment Inventory, Schedule A, LP 12 Defibrillator/Monitor Includes:
AC Power Adapter
DC Power Adapter
LP 12 Defibrillator/Monitor Excludes:
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.
Physio-Control FASTPAK0, FASTPAK 2, LIFEPAK SLA, and LIFEPAK NiCd Battery
Battery maintenance, performance testing, evaluation, removal, recycling, and replacement are the responsibility of the Customer,
and should be performed in accordance with the LP 12 Series Operating Instructions section entitled Discarding/Recycling Batteries.
Batteries replacement is available on a one-for-one basis, up to the number of devices listed in Equipment Inventory, Schedule A,
upon the earlier of either (i) reported battery failure as determined by Customer's performance testing and evaluation in accordance
with the LP 12 Operating Instructions section entitled Discarding/Recycling Batteries, or (ii) upon completion of the second year of
use. Rep]acement Battery Pak shall be like for like, i.e. FASTPAK for FASTPAK, FASTPAK 2 for FASTPAK 2, etc. During the
Term of this Agreement replacement shall occur no more than four times per two year period, notwithstanding prior Support Plans.
Battery replacement is dependent upon Customer's notice to Physio-Control of the existence of either of the conditions referenced in
(i) and (ii) above. At the discretion ofPhysio-Control, battery replacement shall be effected 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 affected battery referenced above shall become the property of Physio-Control, and must be returned to
Physio-Control for proper disposal. In the event that Physio-Contro] does not receive the affected battery referenced above,
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, wiU be billed at Physio-Contral'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 it is 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
$205.00 per unit per software update. The cost of such software update will be billed in a separate invoice. Dependent upon
availability of Customer software loading too], and at Customer's request, Technical Services Representative shall provide Customer
Reference Number: V67-1059
Printed: 9/18/2009
Renewal
Page 7 of 8
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREE:MENT
SCHEDULE B
access to software loading tool at no additional charge.
If Repair-Only services are designated for LP 12 units listed in Schedule A, a Physio-Control Technical Services Representative will
install aLP 12 software update at the rate of $205.00 per unit per software update. In addition, during the Tenn 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. The cost of such software update will be billed in a
separate invoice. Dependent upon availability of Customer software loading tool, and at Customer's request, Technical Services
Representative shall provide Customer access to software loading tool at no additional charge.
Physio-Control will replace the internal coin cell battery according to the number of such batteries listed in the Additional Items
section of Schedule A. It is the Customer's 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.
LIFEPAK@ 500 AED INSPECTION-ONLY WITH BAITERY OPTION
. This plan includes periodic inspections as described on Schedule A. If any repairs are requested by customer that
are not otherwise covered by warranty then customer shall pay Physio-Control at its then current labor rate less 10%.
Parts required for such repairs will be at 15% less than the then current list price for the parts.
. 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 remov~d 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 1 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
perfonned 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.
. Inspections are performed Monday thm Friday 8am to 5pm (excluding holidays).
Reference Number: V67-I059
Printed: 9/1812009
Renewal
Page 8 of 8
2005 Edition
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 Liability Insurance. Coverage shall be maintained throughout the life of the contract and
include, as a minimum:
· 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 Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
GLl
Administration Instruction
#7500
55
2005 Edition
EXHIBIT A
Page 2 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 Employers' 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 ofthe 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 Contractor's 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.
If the 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
Administration Instruction
#7500
89
2005 Edition
EXHIBIT A
Page 3 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
Administration Instruction
#7500
82
ST A TEMENT OF INSURANCE
FOR MEDTRONIC, INC.
DATE ISSUED: 24-Sep-2009
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 terms, 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.
Physio-Control, Inc.
Medtronic, Inc.
710 Medtronic Parkway, LC310
Minneapolis, :MN 55432
II CARRIER I TYPE OF COVERAGE . COVERAGEI LIMITS
PERIOD
. .
! ACE USA General Liability including products/ 5/1/09 - Per Occurrence $5,000,000
; (Ace American completed operations, for worldwide 5/1/10 General $5,000,000
! Insurance Company) operfiti()ns. Policy.#HDCG24930786 A~gregate .
; ACE USA Automobile Liability 5/1/09 - Combined
, (Ace American Hired, Non-owned and Owned Autos 5/l/l 0 Single Limit ' $1,000,000'
Insurance ComPa.ny! ._n. Policy~!S}\ H08577419
. Workers' Compensation*
ACE USA . and Employers Liability
(Ace American . Policy #WLRC45697502 Statutory Limits
Insurance Company) . Policy #SCFC45697514 5/1/09 - -Each Accident $1,000,000:
; Policy #WLRC45697526 511110 -Each Emp. $1,000,000
(ACE American Ins. e Policy #WCUC4569754A - -Policy Limit $1,000,000
Co.) . Policy #SCFC45697538
. *MN, AZ, WA self-insured ,-^"
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 TION
Monroe County Fire Rescue
490 63rd Street, Suite 122
Marathon, FL 33050
SHOULD ANY OF THE ABOVE DESCRIBED COVERAGES BE
CANCELLED BEFORE THE EXPIRATION DATE THEREOF WE
WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO
THE STATEMENT HOLDER NAMED TO THE LEFT, BUT FAILURE
TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LIABILITY OF ANY KIND UPON THE COMPANY,
ITS AGENTS OR REPRESENTATIVES.
6Mdw--
Gary A. Nelson,
VP, Risk Mgmt & Legal Administrative Services