FY2013 10/17/2012DANNY L. KOLHA GE
CLERK OF THE CIRCUIT COURT
DATE: October 26, 2012
TO: Fire Chief James Callahan
Fire -Rescue Department
ATTN: Holly Pfiester
FROM. • Pamela G. Hancock, D(C. '4-
At the September 21, 2012, Board of Governor's meeting the Board granted approval and
authorized execution of Item G4 the 3rd and final renewal option effective October 1, 2012
thorugh September 30, 2013, between Fire Tech Repair Service, Inc., and the Board of
Governors, Fire and Ambulance District 1 of Monroe County, Florida, option per the original
agreement.
At the October 17, 2012, Board of Governor's meeting the Board granted approval and
authorized execution of Item G2 Agreement with Physio-Control, Inc. for the maintenance of
biomedical equipment in the amount of $17,182.93 commencing November 1, 2012 and running
through October 31, 2013 with two (2) additional one (1) year renewal options, and authorization
for Mayor to execute same along with Technical Service Support Agreement.
Attached is the electronic copy of the above -mentioned for your handling. Should you
have any questions, please do not hesitate to contact this office.
cc: County Attorney
Finance
File
ADDRESS August 22, 2012
Holly Pfiester
Monroe Cty Board of Commissioners
1100 Simonton St.
Key West, FL 33050
www physio•contro! com
Dear Ms. Pfiester:
In response to your recent request, I am writing to confirm that Physio - Control,
Inc. is the sole source provider in your marketplace for:
• New LIFEPAK devices
• Our factory refurbished line of RELI devices
• LIFENEr Data Management Solutions
• The LUCAS Chest Compression System
• Factory- authorized inspection and repair services which include repair
parts, upgrades, inspections, and repairs
Physio - Control does not utilize the services of any authorized resellers in the sale
of these products and services in your marketplace.
Best regards,
Mark Watson
Associate Contract Analyst
Physio Control, Inc.
11811 Willows Road NE
Redmond, WA 98052 -2003
AGREEMENT
This Agreement is made and entered into this day of 2012,
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 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 $17,182.93 for the
faithful performance of the Contract, in lawful money of the United States. This will be
paid in 12 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 including
loss of use, resulting from the CONTRACTOR'S negligent acts or omissions.
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 affect the insurance required as outlined in
Exhibit A.
Page 1 of 7
4. CONTRACT TERM
A. The Contract shall commence on November 1, 2012 and shall expire one year
from that date on October 31, 2013. 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, Physio - Control, Inc., 11811 Willows Rd., N.E.,
Redmond, WA 98052.
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 7
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 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
11. ANTI DISCRIMINATION
;CONTRACTOR:
r Physio - Control, Inc.
c 11811 Willows Rd., N.E.
Redmond, W A 98052
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 bylaw 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 and Contractor's Technical Support Agreement, V67 -1103, referenced
herein, 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 either party, in whole or in part,
with 30 days' notice to other party. 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
Page 4 of 7
compensation for expenses incurred prior to termination of the Agreement, less
any amount of damages caused by the CONTRACTOR'S breach.
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 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. TAX
The County does not pay sales tax or any other taxes. The provisions of this Agreement
supersede 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
performance 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
Page 5 of 7
expressly provided for therein, such approval shall in no manner or event be
deemed to impose any additional obligation upon the board.
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 of 7
IN WITNESS WHEREOF, the parties hereto have executed this Contract the day and year above
written.
PHYSIO- CONTROL, INC.
BOARD OF GOVERNORS
OF FIRE AND AMBULANCE DISTRICT 1
OF MONROE COUNTY, FLORIDA
C! o n tro
f
Corporate
Seal _-
1966
(CORPORATE SA
ATTEST s i n g;
tIItI
: �.
B Y I4
Chairperson
By: A L By: - h . Try'.'
x� A
Cynthi L. Hall, Esq., Assistant County Attorney
Kac��elc
(SEAL)
ATTEST: DANNY L. KOLHAGE,
COUNTY CLERK
By ' '
Deputy Clerk
Page 7 of 7
APPROVED AS TO FORM:
rn
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CD
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N
By: A L By: - h . Try'.'
x� A
Cynthi L. Hall, Esq., Assistant County Attorney
Kac��elc
(SEAL)
ATTEST: DANNY L. KOLHAGE,
COUNTY CLERK
By ' '
Deputy Clerk
Page 7 of 7
2011 Edition
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:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$ 1,000,000 per Occurrence
$ 100,000 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.
GL3
Administration Instruction
55
2011 Edition
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:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$200,000 per Person
$300,000 per Occurrence
$ 200,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
1•w
Administration Instruction
81
2011 Edition
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 the applicable state
statutes.
In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less
than:
$500,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
$500,000 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 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.
WC2
Administration instruction
88
A`OR CERTIFICATE OF LIABILITY INSURANCE
D081220/DDfYYYY,
08!22!2012
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
Marsh USA, Inc.
1301 5th Avenue Suite 1900
CONTACT
NAME:
_ FAX
PH T
C o Ext) (A No :
EMAIL
ADDRESS:
Seattle, WA 98101
Attn: Jenelle May 206 - 214 -3082
INSUR AFFORDING COVERAGE
N AIC S
INSURER A : National Fire Insurance Cc Of Hartford
t2b 4 78
184424-IS5- CAS -12.13
---- - - - - -- - - -- -
INSURED
Physio-Control International, Inc.
- - — - --
INSURERS ; NIA NA
----- - -- - - — —fi --
PhySio-Control, Inc
11811 Willows Road NE
Redmond, WA 98052
INSURER C
— -- - —
INSURER D :
—
INSURER E:
INSURER F:
AUTOMOBILE LIABILITY i
AUT
_
X ANY AUTO
A O WNED AUTOSULED
-I NON -OWNED
HIRED AUTOS AUTOS -
COVERAGES CERTIFICATE NUMBER: SEA - 002343415 -02 REVISION NUMBER: 23
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VVITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I R LT
LTR
TYP OF INSURANCE
ADDLISUBR
POLICY NUMBER
MM O
MMIDDIYYYY
LIMITS
A
GENERAL LIABILITY
X j COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE X OCCUR
i
1EEN'L AGGREGATE LIMIT APPLIES PER I
^ POLICY �— PRO- LOC I
I
j
4030507381 101130/2012
0113012013
EA CH O
$ 1,000,000
DA M To RENTED
MISES Ea occunence
$ 1,000,000
MED EXP (Any on e p
$ 5,000
PERSONAL & ADV INJURY
$ 1,000,000
t
GENERAL AGGREGATE
PRODUC COM /OP AGG
$ 2,000,000
$ EXCLUDED
$
A
A
AUTOMOBILE LIABILITY i
AUT
_
X ANY AUTO
A O WNED AUTOSULED
-I NON -OWNED
HIRED AUTOS AUTOS -
4029265136 ADS
(ADS)
4029265172 (MA)
01130/2012
0113012012
01/30/2013
0113012013
COMBINED SINGLE LIMIT
Ea accident
� $ 1,000,000
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
Per acc ident)
$
COMP / COLL DIED.
$ 1,000
UMBRELLA LIAR
EXCESS UAB
CLAIMS -MADE
EACH OCCURRENC
$
HOCCUR
.AGGREGATE
$ _
$
ED ( R ETENTIONS
A
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETORIPARTNER/EXECUTIVE Y I N
OFFICERIMEMBER EXCLUDED? N
(Mandatory In NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N I A
I
4030507378 (AOS)
4030507364 (CA)
r
01/3012012
01/3012012
i
01130 D1
0113012013
I
I
X WC STATUS I OTH.
TORY L,
EL EACH ACCIDENT
$ 1'000'000
E L DISEASE - EA EMP
$ 1
_-_--
l E.L DISEASE - POLICY LIMIT
—_-- - - - -_
$ 1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, Ir more space Is required)
Re: Monroe County Board Of Commissioners
Additional Insured Status Applies Only If It Is Reflected In Your Written Contract.
Monroe County Fire Rescue and Monroe County Board of Commissioners are included as Additional Insured under General Liability as required by written contract.
CFRTIFICATF HAt r1FR CANCFLLATION
Monroe County
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Board of County Commissioners
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
1100 Simonton Street
ACCORDANCE WITH THE POLICY PROVISIONS.
Key West, FL 33050
AUTHORIZED REPRESENTATIVE
of Marsh USA Inc.
Tracy L- Elliott
®1988 -2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD
TECHNICAL SERVICE SUPPORT AGREEMENT
Contract Number:
End User # 03189501
MONROE CTY FIRE RESCUE
490 63RD ST OCEAN
MARATHON, FL 33050
Bill To # 03189501
MONROE CTY FIRE RESCUE
490 63RD ST OCEAN
MARATHON, FL 33050
This Technical Service Support Agreement begins on 11/1/2012 and expires on 10/31/2013.
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 $17,182.93 per term, payable in Monthly in arrears installments.
Special Terms
Accepted:
By:
Title:
rlat—
MONROE COUNTY ATTORNEY
A RO q I S RM:
IFW
YNTHIA L. HA
Territory Rep: EA►`WB NT CO NTY ATTORNEY
Miguel RodrigueDat6 _ _ " ?A (Z
Phone:
FAX: 800 - 772 -3340
Monroe County BOG
Print (,anroa R Nanvant
Date: October 17, 2012
Purchase Order Number:
Customer Contact:
Holly Pfiester
Phone: 305- 289 -6088
FAX: 305- 289 -6007
Reference Number: V67 -1103
Printed: 9/26/2012
L Lt11C1
t =iEP CL@R�
Renewal
Page 1 of 7
PHYSIO- CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS
Customer's signature or purchase order referencing this Technical Service Support Agreement are required prior to Physio - Control's
acceptance of this Agreement. This Agreement covers only the equipment listed on Schedule A ( "Covered Equipment "). These terms
constitute the complete agreement between the parties and they shall govern over any other documents. These terms may not be
revised in any manner without the prior written consent of Physio - Control.
SERVICES. The services provided under this Agreement are set forth on Schedule A. Physio - Control strives to return service calls
within two (2) hours, and strives to resolve service issues within twenty -four (24) hours. Following service, Physio - Control will provide
Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended for
replacement. The following services are available:
"Repair Only Service" means repairs, Battery Replacement Service, parts and labor necessary to restore Covered Equipment to
original specifications, subject to Exclusions.
"Inspection Only Service" means inspections of Covered Equipment to verity proper device calibration, mechanical operations
and output measurements, electrical safety check in accordance with National Fire Protection Association (NFPA) guidelines and
labor, subject to Exclusions.
"Repair and Inspect Service" means repairs, Battery Replacement Service, parts and labor necessary to restore Covered
Equipment to original specifications, and inspections to verify proper device calibration, mechanical operations and output
measurements, electrical safety check in accordance with NFPA guidelines and Updates (as set forth below), subject to
Exclusions.
"Battery Replacement Service" means replacement of batteries on a one - for -one, like- for -like basis, up to the number of batteries
and /or devices listed in Schedule A. Only batteries manufactured or distributed by Physio - Control are eligible for replacement.
Battery replacement is available upon Customer notification to Physio - Control of the occurrence of:
(i) Battery failure as determined by Customer's performance testing and evaluation in accordance with the applicable
Operating Instructions; or
(ii) The end of the useful life of the battery as set forth in the applicable Operating Instructions
At the discretion of Physio - 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 a
replacement battery, the battery being replaced shall become the property of Physio - Control, and Customer must return the
battery being replaced to Physio - Control for proper disposal. In the event that Physio - Control does not receive the battery,
Customer will be charged at the then - current rate for the replacement battery.
"On -Site Service" means that a Physio- Control factory- trained technician will provide service at Customer's location. Services
will be performed between 8:00am and 5:00pm local time, Monday through Friday, excluding holidays. Customer is to ensure
Covered Equipment is available for service at scheduled times. Some service may not be completed On -Site. Physio - Control
will cover travel and /or round -trip freight for Covered Equipment that must be sent to our designated service facility for repair.
"24 -hour On -Site Service" means that a Physio - Control factory- trained technician will provide service at Customer's location at
any time, except on the holidays listed above. Customer is to ensure Covered Equipment is available for service at scheduled
times. Some service may not be completed On -Site. Physio - Control will cover travel and /or round -trip freight for Covered
Equipment that must be sent to our designated service facility for repair.
"Ship -In Service" means that service will be performed at Physio - Control's designated service facility. Physio - Control will cover
round -trip freight for Covered Equipment that is sent to our designated service facility for repair.
If Covered Equipment is not available as scheduled or Customer requests services or goods not covered by this Agreement or outside
of designated service frequency or hours, Physio - Control will charge Customer at Physio - Control's standard labor rates less 10%
(including overtime, if appropriate) and applicable travel costs. Parts required for such repairs will be made available at 15% off the
then - current list price.
EXCLUSIONS. Unless otherwise specified, this Agreement does not include:
• supply or repair of accessories or disposables
• repair of damage caused by misuse, abuse, abnormal operating cpnditions; use of batteries or other products not distributed
by Physio - Control, operator errors, or acts of God
• case changes
• repair or replacement of items not originally distributed or installed by Physio - Control
• Upgrades and installation of Upgrades
• battery maintenance, performance testing, evaluation, removal and recycling
Reference Number: V67 -1103 Renewal
Printed: 9/26/2012 . Page 2 of 7
LOANERS. If Covered Equipment must be removed from service to complete repairs, Physio - Control will provide Customer with a
loaner device, if one is available, until the Covered Equipment is returned. Customer assumes complete responsibility for the loaner
and shall return the loaner at Customer's expense to Physio - Control in the same condition as received, upon the earlier of the return
of the removed Covered Equipment or Physio - Control's request.
UPDATES. "Update" means a change to a device to enhance its current features, stability, or software. If Repair and Inspect Service
is designated for Covered Equipment on Schedule A, Physio - Control will install Updates at no additional cost, provided such Updates
are installed at the time of regularly scheduled service. If parts must be replaced to accommodate installation of new software, such
parts may be purchased at a rate of 30% less than the then - current list price. Updates installed on Covered Equipment designated as
Repair Only Service, Inspect Only Service, or at a time other than regularly scheduled Repair and Inspect Service will be billed on a
separate invoice at the then - current list price less 20 %.
UPGRADES. "Upgrade" means a major, standalone version of software or the addition of features or capabilities to a device.
Upgrades must be purchased separately, and are not provided under this Agreement. Upgrades are available at a rate of 17% less
than the then - current list price.
PRICING. Pricing is set forth on the front page of this Agreement. Prices do not include taxes. Sales, service or use taxes will be
invoiced in addition to the price of the goods and services covered by this Agreement unless Physio - Control receives a copy of a valid
exemption certificate. If the number or configuration of Covered Equipment changes during the Term, pricing shall be pro -rated
accordingly. For Inspection Only Service and Repair and Inspect Service, no pricing deduction will be made for removal of Covered
Equipment if an inspection has already been performed during the Term. Discounts will not be combined with other special terms,
discounts, and /or promotions.
PAYMENT. Payment is due within thirty (30) days of invoice date
WARRANTY. Physio - Control warrants services performed under this 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 additional 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.
TERM. The initial Term is set forth on the front page of this Agreement. This Agreement shall automatically renew unless terminated
by either party with written notice thirty (30) days prior to the expiration of the then - current term. Prices are subject to change upon
renewal.
TERMINATION. Either party may terminate this Agreement for material breach by the other party by providing thirty (30) days' written
notice to the other party, and provided such breach is not cured within the notice period. In addition, either party may terminate this
Agreement at any time upon sixty (60) days' prior written notice to the other party. In the event of such early termination, Customer
shall be responsible for the portion of the designated price which corresponds to the portion of the Term prior to the effective date of
termination and the cost of any services rendered during the Term.
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.
DEVICE INSPECTION BEFORE ACCEPTANCE. All devices that are not under Physio - Control Limited Warranty or a current
Technical Service Support Agreement must be inspected and repaired (if necessary) to meet original specifications at then - current list
prices prior to being covered under a Technical Service Support Agreement.
MISCELLANEOUS. (a) Customer agrees to not employ or offer employment to anyone performing services on Physio - Control's
behalf during the Term of this Agreement or for one (1) year following its expiration without Physio - Control's prior written consent; (b)
this 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) this Agreement shall be governed by the laws of the State in which the service is provided; (d) all costs and
expenses incurred by the prevailing party related to the enforcement of its rights under this Agreement, including reasonable
attorney's fees, shall be reimbursed by the other party.
Reference Number: V67 -1103 Renewal
Printed: 9/26/2012 Page 3 of 7
PHYSIO- CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Contract Number:
Servicing Rep: Miguel Rodriguez, EAVV67
District: SOUTHEAST
Phone:
FAX: 800- 772 -3340
Equipment Location: MONROE CTY FIRE RESCUE, 03189501
490 63RD ST OCEAN
MARATHON, FL 33050
Scope Of Service Ship In Repair - 1 Ship In Inspection per year
** Denotes an inventory line that has changed since the last contract revision or addendum.
Reference Number: V67 -1103 Renewal
Printed: 9/26/2012 Page 4 of 7
Ref.
Effective
Expiration
Total
Model
Part Number
Serial Number
Line
Date
Date
Inspections
LIFEPAKO 12
VLP 12 -02- 002269
13451839
5
11/1/2012
10/31/2013
1
LIFEPAKO 12
VLP 12 -02- 002269
13451840
6
H/1/2012
10/31/2013
1
LIFEPAKO 12
VLP 12 -02- 002269
13451842
7
H/1/2012
10/31/2013
1
LIFEPAKO 12
VLP 12 -02- 002269
13451843
8
11/11/2012
10/31/2013
1
LIFEPAKO 12
VLP12 -02- 005013
32624452
9
11/1/2012
10/31/2013
1
LIFEPAKO I2
VLP12- 02- 007228
37050535
10
ll /l/2012
10/31/2013
l
LIFEPAKO 12
VLP12 -02- 007228
38338813
11
ll /l/2012
10/31/2013
1
LIFEPAK012
VLP12 -02- 007228
38338814
12
11/1/2012
10/31/2013
1
LIFEPAK012
VLP12- 02- 007228
38338815
13
I1/l/2012
10/31/2013
1
LIFEPAK® 12
VLP12 -02- 007228
38338816
14
11/1/2012
10/31/2013
1
LIFEPAK012
VLP12 -02- 007228
38338817
15
11/1/2012
10/31/2013
1
LIFEPAKO 12
VLP12- 02- 007228
38338818
16
11/1/2012
10/31/2013
1
LIFEPAKO 15
V15 -2- 000050
38538983
1
11/1/2012
10/31/2013
1
LIFEPAK015
V15 -2- 000050
39530548
2
11/1/2012
10/31/2013
1
LIFEPAK015
V15 -2- 000050
40140404
3
1/9/2013
10/31/2013
1
LIFEPAK® 15
V15- 2- 001602
40404625
4
4/29/2013
10/31/2013
1
** Denotes an inventory line that has changed since the last contract revision or addendum.
Reference Number: V67 -1103 Renewal
Printed: 9/26/2012 Page 4 of 7
MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Contract Number:
Additional Items
Service Type Item Quantity Start Date End Date
CASE CHANGE LP 12/15/20 CASE CHG 1 -9 1 11/1/2012 10/31/2013
" Denotes an additional item line that has changed since the last contract revision or addendum.
Reference Number: V67 -1103 Renewal
Printed: 9/26/2012 Page 5 of 7
PHYSIO- CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAK® 12 Defibrillator /Monitor Repair Service includes:
• Standard detachable hard paddle repairs.
• Replacement or repair of Physio- Control battery charging systems, on a one - for -one basis with the total number of LP 12
defibrillator /monitors listed in Schedule A and as determined necessary by Physio- Control.
• Power Adapter repair /replacement.
• Replacement of failed internal coin cell batteries.
• Preventative replacement of internal coin cell batteries up to the number of coin cell batteries listed in the Additional Items
section of Schedule A according to Physio - Control service specifications.
• Battery Coverage
• Replacement of four (4) Physio - Control FASTPAK ®, FASTPAK 2, LIFEPAK SLA, LIFEPAK NiCd Battery every two
years, or upon battery failure;
OR
• Replacement of three (3) LIFEPAK Li -ion Batteries every two years, or upon battery failure.
Reference Number: V67 -1103 Renewal
Printed: 9/26/2012 Page 6 of 7
PHYSIO- CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAKO 15 Monitor /Defibrillator Repair Service includes:
• Standard detachable hard paddle repairs.
• Replacement or repair of Physio- Control battery charging systems on a one - for -one basis with the total number of LP 15
Defibrillator /Monitors listed in Schedule A, and as determined necessary by Physio - Control.
• Power Adapter repair /replacement.
• Battery Coverage
• Replacement of three (3) LIFEPAK Li -ion Batteries every two (2) years, or upon battery failure
Reference Number: V67 -1103 Renewal
Printed: 9/26/2012 Page 7 of 7