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Item G2QF -9 mi M k Meeting Date: October 17, 2012 Division: Emergency Services Bulk Item: Yes X No — Department: Fire Rescue Staff Contact Person: Holly Pfiester ext. 6088 AGENDA ITEM WORDING: Approval of an Agreement between Physio-Control, Inc. and Board of Governors Fire, Ambulance District I of Monroe County, Florida, 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. ITEM BACKGROUND: Physio Control, Inc. is the sole source provider for the preventative inspection and maintenance of the biomedical equipment owned and operated by Fire and Ambulance District 1. It is imperative this equipment be maintained properly as it is used for cardiac monitoring of patients. PREVIOUS RELEVANT BOG ACTION: On October 21, 2009 the Board approved the original agreement commencing on November 1, 2009 and running through October 31, 2010 with two (2) additional one (1) year renewal options. I" renewal approved by Board October 20, 2010 commencing on November 1, 2010 and running through October 31, 2011. 2 d renewal approved by Board October 19, 2011 commencing on November 1, 2011 running through October 31, 2012. CONTRACT/AGREEMENT CHANGES: NA STAFF RECOMMENDATIONS: Approval TOTAL COST: $17,182.93 . INDIRECT COST: N/A BUDGETED: Yes X No COST TO COUNTY: —See above — SOURCE OF FUNDS: 13001 - 530460 APPROVED BY: County Atty DOCUMENTATION: Included X No X_ AYIOUNT PER MONTH Year OMB/PufFhasing Risk Management @M0=1 DISPOSITIOM AGENDA ITEM # CONTRACT SUMMARY I Contract with: Phvsio Control. Inc. Contract # Effective Date: Expiration Date: 11/01/2012 10/31/2013 Contract Purpose/Description: Approval of an Agreement between Phvsio-Control, Inc. and Board of Governors Fire, Ambulance District 1 of Monroe County, Florida, for the maintenance of biomedical equipment commencing on November 1, 2012 and running through October 31, 2013 with two (2) additional one (1) year renewal options. Contract Manager: Holly Pfiester (Name) for BOG meeting on 10/ 17/2011 6088 Emergency Services / Sto (Ext.) (Department/Stop #) genda Deadline: 10/2/2011 CONTRACT COSTS Total Dollar Value of Contract: $ $17,182.93 Budgeted? Yes® Grant: $ Account Codes Current Year Portion: $ 13001-530460 County Match: $ -_ ADDITIONAL COSTS Estimated Ongoing Costs: $ `yr For: (Not included in dollar value above) (eg. maintenance. CONTRACT REVIEW lities, janitorial, salaries, etc. 14 Changes Date Out Date In Needed Reviewer Division Director Yes❑ No❑ Risk Manage ent Yes[] Nc10 _ i tl� O.M.B./Purchasing ` ®1'I Yes❑ Noff / County Attorney I Yes❑ No 4; Comments: ;•3u1c2wer-111: MMIM11005cs)►A August 22, 2012 Holly Pfiester Monroe Cty Board of Commissioners 1100 Simonton St. Key West, FL 33050 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 • LIFENET® 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 FIT" R DI DILTA I D10 I This Agreement is made and entered into this day of 2012, by and between the Board of Governors, Fire and Ambulance District I 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: 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. 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. W"01130411 M-alikTUITUM 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. 0 10- 1990 or any County officer or employee in violation of Section 3 of Ordinance No. 0 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. 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 A. The Contract shall commence on ier 1, 2012 and shall expireone year from date oOctoberI • be • for two 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 original B. The CONTRACTOR • be • liable for delay in delivery caused by strikes, inability to obtain materials or equipment, production or manufacturin problems and all other causes beyond • •''S control. delivery.CONTRACTOR shall not be liable for any incidental damages caused by dela in C. Monroe •unty's performance and obligation to pay undercontract, contingent uponappropriation by :•, • of •unty Commissioners of • •County. • •' " • • 1 • The CONTRACTOR understands all provisionsof • and of the Specificatio • agrees to their sufficiency for• • be done.• no COUNTYconditions or situations shall this Contract be more strongly construed against the against the CONTRACTOR. 6. PAYMENT A. The CONTRACTOR •COUNTY,• the pricing • terms as outlined in the Contractdocuments. Invoicesbe . -• to Monroe County- Rescue,491 63rd Street, Ocean, Florida 33050, for approval and • o 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. At all times • for all purposes hereunr •' " " •'' is an independent• • and not an employee of the Board of County Commissioners of Monroe County. No statement containedAgreement be • • so as to find the CONTRACTOR or of • • • • or - to be employeesof :•, • of •unty Commissioners of Monroe• • they shall be entitled to none of privileges or benefits of • • of • •County. 01NA1-9 lF.1a7DWAViIYII1I_\�'I 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. CONTRACTOR shall not assign, sublet, subcontract, sell or transfer any interest in this Contract without the prior written consent of the COUNTY thereto. 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 Marathon, Florida 33050 CONTRACTOR: Physio-Control, Inc. 122 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. 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 maim m"Munin-ot-gy 11NIM Ito MMMMIN11 111 1 � � � i��ti��V.,TolyoTplwlo�Mlltl�l�l�iti�illillo�l�l'illi,�fill!��!,,i��i,lil��l��l��l�iI 113MEM= 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. C. This Agreement has been approved by the Board of Directors of CONTRACTOR, if CONTRACTOR has a corporation. i E N OWN N I I'll W.W19 "TUHM This Agreement and Contractor's Technical Support Agreement, V67-1103, referenced FEW MET.T. 'ra M-W*11 ME J-1w, I 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. I &WO33121*11 D112M 0 KUP1111 N 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. 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 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. 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. 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. Assign ment/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 cxpressly provided for therein, such approval shall in no manner or event be ,teemed to •• any additional obligation upon the .•, 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. 112.3 11, 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 112.3 13, 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. 0 0%1111111111/j/ 'e. Corporate Seal I 906 {CORPORATE S%N' ATTEST: 0 By: M NO [9101 IMU WKIIIJON a M 0 0 Chairperson M 9 9 "'T81TA D1 ImMy U81MI-lam A. i By:YA'd Cynthi4L. Hall, Esq., Assistant County Attorney (SEAL) ATTEST: DANNY L. KOLHAGE, COUNTY CLERK Page 7 of 7 2011 Edition Iffialfifil ' 1' BETWEEN 1' 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. HE Administration Instruction 5 VEMCLE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN AVPIR& 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: The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: III off a - 0 - 0 of off • • It 111 0 1- The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. aw Administration Instruction 81 WORKERS'COMIPENSATION 'INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN i 4 117 R # ': 1 '` 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. M Administration Instruction 88 DATE (NIMMONYVY) CERTIFICATE OF LIABILITY INSURANCE 0&122r2012 TMS CERTIF6CATE IS ISSUED AS A MATTEROF WFORMATONLY AND CONFERS NO RIGHTS UPON THE CERTC FI ATE HOLDER, TH CE TIRCATE DOES NOT AFRRISIATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POL.I 6E BELOW. THIS CERTIRCATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE MSUING I LI ER(S), AUTHORIZED I EF E ENTATWE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: It the certificate hoM r ha are ADDITIONAL MSU ED, the policy(le ) must be endorsed. It SUBROGATION IS WAIVED,subject to the terms and conditions of the poky, certain poflcIes may require are endorsement. A Statement 0n this certificate does not confer rights t0 the Certificate h06d€:r In II LI of such ndar eme ntlsl, PRODUCER Marsh USA, Inc 1301 56h Avenue, SuRe 1900 Seatte,YDA 98101 Adn: Jendle May 20C-214-3002 INSURED Fhysds-Connol Intemabonal, Inc Physb-ConhDl, Mc 11811 Wi9owws Road NE. Redinand, AIA 95052 0 Katmai Ri e Insurance Go Of Hadidad NIA COVERAGES ERTIFI TE NUMBER: SEA-00234 t5-92 REVISION NUMBER.23 THIS IS TO CERTIFY tKAT HE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PEIRIOD INDICATED. NOTWTHSTANDING ANY REQUIREMENT, TERM R CONDITION "ICOQ OF ANY CONTRACTOR OTHER DOCUMENTIAnTH RESPECT TO IMIC H THIS CERTIFICATE IMAY BE ISSUED OR MAY PERTAIN, THE INSUPANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LINUTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPES INSURANCE � PC ICY NUMBER MIDI;3 y NU ' NryYY UMITS A GENERAL LIAE@L¢TY � 4030507381 � 01130/2012 0113012013 EACH OCCURRENCE s tp000,OQ30 1,000„000 COMMERCIAL GENERAL LIABILITY EIiEBSaa e*cEev�aarocmg, --- CLAIMS-MADE X OCCUR MELD EXIT (Any one person) _ $ 5,000 ffR�OIkAL a ACLV II JURY 1,000,000 _ GENERAL AGGREGATE 32,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS • COMP/OP AGG_. _$ ._� _._ EXCLUDED x PRO A AUTOMOBILE LIAB¢U'TY 0113012012 0113012013 w COMBINs LB guru @ � @��¢r ffi 1,000,000 A X ANY AUTO 4029265172 (MA) � 0113012012 0113012013 BODILY INJURY IFer persa nl x ALL OWNED SCHEDULED BODILY 1N.VE91PY (Per acc dent) S AUTOS AUTOS �.� C NON-OANIED =t�OPERTY DA IAGE s HIRED ALI'TOS _ ALTOS � Per acdde nd' COMP f COLL DEG 5 1,000 UMBRELLA LIAS Ld OCCUR � r EAC14 OCCURRENCE 5 EXCESS UA CLAMS MADE AGGREG-----------------------$ _ _._ 4 13ELS d RCT - J 610N 5 d s " ( WORKERSCO PENSAT N 40 50237 IA ) Sa BC2 IB301 OC Xv �rAr� s�1I� A t Y raOE @ErOr�s AsaTc�ERsExE rr svE D EMPLOYERS' LIAMLITY � a A 4030507364 (GA) 0113012012 0113012013 c Q O 0,000 OFFVCERi9�, EMBER EXCU, E L E�aL.l l ACCIDENTE (Mandatory In NHJ E L DISEASE - EA EMPLOYE S 1, ,0 If yes, d€ascdbe under _....._..._....,,.________ __._.._...__._.__._.___ 1,000,0 00 DESCRIPTION OF OPERATIONS beuz.,v � � E.Q. DISEASE -POLICY LIMIT S V DESCRIPTION OF OPERATIONS TIONS 1 LOCATIONS F VEHICLES IAt@acln ACORD 9E5, Add9&8anraa6 Remarks Schedule, If more space Is require)---_._..._...._.d.d.._...,. ...�,..d......d...Av,._ Re: Monroe Cuunly Bawd CAI C7o mmissoners Addiflo aal dnsuaued Slade, Apphes Only If It Is Rea ecled In Youa lrallean Contra,cl. Monroe Seamy Fire Reswe and dde@brae C ournA Boad of Commissioners are. inTdtuded as Addilbnad Insued i.inder General L Vabihy as required by wnden conlracL TECHNICAL SERVICE SUPPORT AGREEMENT Contract Number. IM, 01111-M 17-131 I IN V.11 WIN I 6"MCM2 BillTo# 03189501 490 63RD ST OCEAN MARATHON. FL 33050 The designated Covered Equipment and/or Software is listed on Schedule A. This Technical Service Agreemew 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 L- 4-- Support Agreement is also subject to Physio- Control's d Data Management Support and Upgrae C C Service Terms and Conditions, rev 7/99- 1. 4 9 1 U-31MMM MONROE COUNTY ATTORNEY A R =OQ .......... . ff YNI HIA L. HALL Territory Rep: EA)MSTANT COUNTY ATTORNEY Micyuel RodricueE)ate----, . 1:! Phone: FAX: 800-772-3340 %M Customer Comacc Holly Pfiester Phone: 305-289-6088 FAX: 305-2W6007 Reference Number: V67-1103 Renewal Printed: 9/26/2012 Page I of 7 C� PHYSIO-CONTROL, INC. 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: IAWp—atr #ffF5WFV1-6W-fff0ns repairs, 6anerT GVFM9M75WrTce, pans ana oor necessary to • specifications, subject to Exclusions. "Inspection Only Service" means inspections of Covered Equipment to verify proper device calibration, mechanical operations uidelines and •♦ 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 •' xl- 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 • 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 Phy sio-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 Qtywat EtYiA,?r-;Q is m#t availaWle as scNe1yle* *r Cystimer retyests &w.,ices tr X144S Aft ctverei Wy tXis AgreemeAttr #,Ytsiie 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 conditions, use of batteries or other products not distribute,'o by Physio-Control, operator errors, or acts of God • case changes • repair • replacement • items not originally distributed • installed • Physio-Contr6l • 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 4 lie $a I a a. 111MIOWN 1W of the removed Covered Equipment or Physio-Control's request. ir and Ins VW I W ji Ili I ect Servica are installed at the time of regularly scheduled service. If parts must be replaced to accommodate installation of new software, such nated 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 �rfpi��_f 5- IVWv 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. axi ITA Ig 0 1 a i0mmaw-Wzym 1 0. a # - 4. - t 1VW1.1.M1Vff1Ve_Y11CV1V1 11 t t - �Ft" - 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, 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 reiewal. 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. WINOW") M W, 191"01 Oil 11 - I * I I.M.- 0 .1 W - * I WAIM-11110-011 !�' apr -"Iw requirements of any governmental authority, war, civil unrest, delays in manufacture, obtaining any required license or permit, and *f P�ysi#-Giitr*l's tibligations and the performance dates shall be extended for the length of such delay. 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 Servicing Rep: Miguel Rodriguez, EAVV67 District: SOUTHEAST Phone: FAX: 800-772-3340 Equipment Location: MONROE CY FIRE RESCUE, 03189501 490 63RD ST OCEAN MARATHON, FL 33050 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 LIFEPAK® 12 VLP12-02-002269 13451840 6 11/1/2012 10/31/2013 1 LI FEPAKO 12 V LP 12-02-002269 13451842 7 11/1/2012 10/31/2013 1 LIFEPAK® 12 VLP12-02-002269 13451843 8 11/1/2012 10/31/2013 1 LIFEPAKO12 VLP12-02-005013 32624452 9 11/1/2012 10/31/2013 1 LIFEPAKCO12 VLP12-02-007228 37050535 10 11/1/2012 10/31/2013 1 LIFEPAKO12 VLP12-02-007228 38338813 11 11/1/2012 10/31/2013 1 LIFEPAKO12 VLP12-02-007228 38338814 12 11/1/2012 10/31/2013 1 LIFEPAK® 12 VLP12-02-007228 38338815 13 11/1/2012 10/31/2013 1 LIFEPAKO12 VLP12-02-007228 38338816 14 11/1/2012 10/31/2013 1 LIFEPAKO12 VLP12-02-007228 38338817 15 11/1/2012 10/31/2013 1 LIFEPAKO12 VLP12-02-007228 38338818 16 11/1/2012 10/31/2013 1 LIFEPAKO15 V15-2-000050 38538983 1 11/1/2012 10/31/2013 1 LIFEPAK(D 15 V15-2-000050 39530548 2 11/1/2012 10/31/2013 1 LIFEPAKO15 V15-2-000050 40140404 3 1/9/2013 10/31/2013 1 LIFEPAKO15 V15-2-001602 40404625 4 4/29/2013 10/31/2013 1 l *RIMITIT. lififif► ► �� &eference Number: V67-1103 Renewal MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Service Type Item Quantity Start Date End Date CASE CHANCE LP 12/15/20 CASE CHG 1-9 1 11/1/2012 10/31/2013 Reference Number: V67-1103 Renewal Printed: 9/26/2012 Page 5 of 7 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE 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 LPI 2 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 LIFEPAKQ 15 Monitor/Deribrillator 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 ofl-P15 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