FY2004 10/15/2003CircukCoun Danny L. Kolhage
Phone:305-292-3550 Fax:305-295-3663
M mv, I Tull-"�Wj
To: Clark Martin,
Fire Chief
Attn Darice L. Hayes
From: Isabel C. DeSantis,
Deputy Clerk
Date: Monday, December 01, 2003
At the meeting of October 15, 2003, the following was approved by the BOCC:
Agreement between the Board of Governors, Fire and Ambulance District 1 of
Monroe County and Medtronic Phsio-Control Corporation for the maintenance of
biomedical equipment for Fire and Ambulance District 1, in the amount of $14,376,
commencing November 1, 2003.
Attached is the original of the subject document for your handling. Should you
have any questions concerning this matter please feel free to contact this office.
Copies: County Attorney
Finance
File
AGREEMENT
This Agreement made and entered into this 15th day of October ,
2003, by and between the Board of Governors, Fire and Ambulance District 1 of Monroe County,
Florida, hereinafter "COUNTY" and Medtronic Physio-Control Corporation, hereinafter
"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
Specifications for the Preventive Inspection and Maintenance of Biomedical Equipment
for the Board of Governors: all of which are hereto attached and made part of this
Agreement by reference.
2. CONTRACT SUM
The COUNTY shall pay to the CONTRACTOR a total amount of$14,376.00
for the faithful performance of the Contract, in lawful money of the United States. This
will be paid in 12 equal monthly installments, on the first ofthe 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 work.
B. The CONTRACTOR warrants that it has not employed, retained or otherwise had
act on its behalf any former County officer or employee subject to the prohibition
of Section 2 or Ordinance No. 010-1990 or any County officer or employee in
violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this
provision the COUNTY may, in its discretion, terminate this Contract without
liability and may also, in its discretion, deduct from the Contract or purchase price
or otherwise recover, the full amount of any fee, commission, percentage, gift or
consideration paid to the former County officer or employee.
C. Before beginning work under this Contract, the CONTRACTOR must provide
evidence satisfactory to the COUNTY'S Risk Management Director that the
CONTRACTOR has in force and affect the insurance required in the contract
specifications (General Conditions, Paragraph 5) and in Exhibit A.
Page 1 of 5
4. CONTRACT TERM
A. The Contract shall commence on November 1,2003 and shall expire one year from
that date on October 31, 2004. The Contract may be renewed for two (2)
additional one (1) year terms at the option ofthe 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
the Monroe County Fire Rescue, 490 63rd Street, Ocean, Suite 170, Marathon,
Florida 33050, for approval and processing.
B. All payments shall be made directly to the CONTRACTOR at the
CONTRACTOR'S office, Medronic Physio-Control Corporation, 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 ofthe 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 COUNTY and they shall
be entitled to none of the rights, privileges or benefits of employees of the COUNTY.
Page 2 of 5
8. COMPLIANCE WITH LAW
In providing all services pursuant to this Agreement, the CONTRACTOR shall
abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the
provisions of such goods, including those now in effect and hereinafter adopted. Any
violation of said statutes, ordinances, rules or regulations shall constitute a material
breach of this Agreement and shall entitle the Board of County Commissioners to
terminate this Contract immediately upon delivery of written notice oftermination to the
CONTRACTOR.
9. SUBCONTRACTING/ASSIGNMENT
CONTRACTOR shall not assign, sublet, subcontract, sell or transfer any interest in
this Contract without the prior written consent of the COUNTY thereto.
10. NOTICE - GENERAL
Any notice or notices required or permitted to be given pursuant to this Contract
may be personally served on the other party by the party giving such notice or may be
served by certified mail, return receipt requested, to the following addresses:
COUNTY:
Monroe County Fire Rescue
490 63rd Street, Ocean, Suite 170
Marathon, Florida 33050
CONTRACTOR:
Medtronic Physio-Control Corporation
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 5
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 m
COUNTY.
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 a proper venue for
any action shall be Monroe County.
16. CONDITIONS OF TERMINATION
A. The performance of work or provision of goods under this Agreement may be
terminated, delayed or temporarily suspended by the COUNTY, in whole or in
part, from time to time, wherever the COUNTY shall determine that such
termination is in the best interest of the COUNTY. The COUNTY shall pay all
reasonable costs incurred by the CONTRACTOR up to the time of termination
and all reasonable costs to the CONTRACTOR associated with termination.
B. If the CONTRACTOR fails to fulfill the terms of this Agreement or attachments,
properly or on time or otherwise violates the provisions of the Agreement or of
applicable laws or regulations governing the use of funds, the COUNTY may
terminate the Contract by written notice of 15 days. The notice shall specify
cause. The COUNTY shall pay the CONTRACTOR fair and equitable
compensation for expenses incurred prior to termination of the Agreement, less
Page 4 of 5
any amount of 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 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 of36 months from the date of being placed on
the convicted vendor list.
IN WITNESS WHEREOF, the parties hereto have executed this Contract the day
and year first above written.
BOARD OF GOVERNORS OF
FIRE AND AMBULANCE DISTRICT 1 OF
MONROE COUNTY, FLORIDA
-Z.~
rJAYOR/CHAIRMAN
BY:
By:
(CORPORATE SEAL)
. .
~~:est:~ J>C1J'vI4.L
Title: SI. eu*s\JGS~VU{50V
MEDTRgNIC PHYSIO-CONTROL CORP.
By: ~. Pu.o
Title: Gm-tY2'Vf Co ov d in ~1VV'
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Page 5 of 5
EXHIBIT A
1996 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
incl.ude, 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:
.<-:A .
$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
#4709.3
53
EXHIBIT A
1996 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: .
$100,000 Combined Single Limit (CSL)
....:"J. '
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 Additionallnsured on
all policies issued to satisfy the above requirements.
VLl
Administration Instruction
#4709.3
80
EXHIBIT A
1996 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 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 of the contract.
Coverage shall. be provided by a company or companies authorized to transact business in the
state of Florida.
...;;.,j. ,
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.
wet
Administration Instruction
#4709.3
87
TECHNICAL SERVICE SUPPORT AGREEMENT
~
MedlroRie'
PHYSIO.CONTROL
Contract Number:
End User # 03189501
MONROE COUNTY EMS
490 63RD STREET
MARAlHON, FL 33050
Bill To # 03189501
MONROE COUNTY EMS
490 63RD STREET
MARA lHON, FL 33050
TIris Technical Service Support Agreement begins on 11/1/2003 and expires on 10/31/2004.
The designated Covered Equipment and/or Software is listed on Schedule A. TIris 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 Medtronic Physio-Control Corp.'s Data Management Support and Upgrade
Service Terms and Conditions, rev 7/99-1.
Price of coverage specified on Schedule A is $14,376.00 per term, payable in Monthly in arrears installments.
Special Terms
17% DISCOUNT ON LP12 UPGRADES
17% DISCOUNT ON DATA MANAGEMENT PRODUCTS
Customer:
By:
Print:
Date:
Title:
Date:
Purchase Order Number:
Territory Rep: EASS59
SANDRA LEE MONTERO
Phone: 800-442-1142 X2081
FAX: 800-772-3340
Customer Contact:
Peter Lubert
Phone: 305-289-6004
FAX: 305-289-6013
Reference Number: S59-1239
Printed: 9/9/2003
Renewal
Page 1 of 6
MEDTRONIC PHYSIO-CONTROL CORP.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Contract Number:
Servicing Rep: Montero, Sandra, EASS59
District: SOUTHERN
Phone: 800-442-1142 x2081
FAX: 800-772-3340
Equipment Location: MONROE COUNTY EMS, 03189501
490 63RD STREET
MARATHON, FL 33050
Scope Of Service Ship In Repair - 2 On Site Inspections per year:M-F/8-5
Ref. Effective Expiration Total
Model Part Number Serial Number Line Date Date Inspections
LIFEPAK@ 10 804200-14 001137 11/1/2003 10/31/2004 2
LIFEPAK@ 10 804200-14 004475 2 11/ 1/2003 10/31/2004 2
LIFEPAK@ 10 804200-28 007300 3 11/ 1/2003 10/31/2004 2
LIFEPAK@ 10 804200-28 007308 4 11/ 1/2003 10/31/2004 2
LIFEPAK@ 10 804200-28 007327 5 11/1/2003 10/31/2004 2
LIFEPAK@ 10 804200-49 070414 6 11/ 112003 10/31/2004 2
LIFEPAK@ 10 804200-49 070525 25 11/112003 10/31/2004 2
LIFEPAK@ 12 VLP 12-02-002269 13451834 7 11/ 112003 10/3112004 2
LIFEPAK@ 12 VLPI2-02-002269 13451839 8 11/1/2003 10/31/2004 2
LIFEPAK@ 12 VLP 12-02-002269 13451840 9 11/1/2003 10/31/2004 2
LIFEPAK@ 12 VLPI2-02-002269 13451841 10 11/1/2003 10/31/2004 2
LIFEPAK@ 12 VLP 12-02-002269 13451842 11 11/1/2003 10/31/2004 2
LIFEPAK@ 12 VLPI2-02-002269 13451843 12 11/ 1/2003 10/31/2004 2
Scope Of Service Ship In Repair Only:M-F/8-5
Ref. Effective Expiration Total
Model Part Number Serial Number Line Date Date Inspections
BATIERY SUPPORT SYSTEM 801807-12 012341 19 11/1/2003 10/31/2004 0
BATIERY SUPPORT SYSTEM 801807-12 014699 20 11/1/2003 10/31/2004 0
BATIERY SUPPORT SYSTEM 801807-12 017090 21 11/1/2003 10/31/2004 0
BATIERY SUPPORT SYSTEM 801807-12 017116 22 11/ 1/2003 10/31/2004 0
BATIERY SUPPORT SYSTEM 801807-12 017121 23 11/ 1/2003 10/31/2004 0
BATIERY SUPPORT SYSTEM 801807-21 034696 24 11/1/2003 10/31/2004 0
BATIERY SUPPORT SYSTEM 2 VBSS2-02-000009 11122706 13 11/112003 10/31/2004 0
BATIERY SUPPORT SYSTEM 2 VBSS2-02-000009 11122707 14 11/1/2003 10/31/2004 0
BATIERY SUPPORT SYSTEM 2 VBSS2-02-000009 13426192 15 111112003 10/3112004 0
BA TIERY SUPPORT SYSTEM 2 VBSS2-02-000009 13445563 16 11/1/2003 10/31/2004 0
BA TIERY SUPPORT SYSTEM 2 VBSS2-02-000009 13445566 17 11/1/2003 10/31/2004 0
BATIERY SUPPORT SYSTEM 2 VBSS2-02-000009 13445567 18 1111/2003 10/31/2004 0
Reference Number: S59-1239
Printed: 11/512003
Renewal
Page 2 of 6
Sent By: B 0 C C;
1 305 289 6336;
Dee -1 - 03 1 6: 37;
** Dentltelt an invcDlDry liDe that hIlS cl1:l1'lB'ld iillOO the l&at oonlnwl revisiuIIlYJ' ~dcndmn.
Reference Number: S59-1239
Printed: 9/9/2001
Page 1/1
Renewal
Page 3 of (I
Contract Number:
Additional Items
Service Type
CASE CHANGE
MEDTRONIC PHYSIO-CONTROL CORP.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Item
Quantity Start Date
2 11/1/2003
LP12 LIMITED CASE CHANGES
.. Denotes an additional item line that has changed since the last contract revision or addendum.
Reference Number: S59-1239
Printed: 11/5/2003
End Date
10/31/2004
Renewal
Page 4 of 6
MEDTRONIC PHYSIO-CONTROL CORP.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAK@ 10 DEFIBRILLATOR/MONITOR/PACEMAKER
. Paddle repairs are included. (Paddle attachments are excluded; i.e. pediatric and anterior attachments).
. Auxiliary Power Supply included when listed on equipment inventory (Schedule A).
. Pacemaker repair is included.
. Case changes are excluded.
. Pacing and patient cables are excluded.
. FAST-PATCH@ adapters and QUIK-COMBOTM pacing/defibrillation adapters are included.
. Medtronic Physio-Control@ Battery Support System included when listed on equipment inventory (Schedule A).
. Repair coverage for Medtronic Physio-Control@ ECG, Pacing and Defibrillation Simulators included.
Medtronic Physio-ControI@ Battery Pak
. Customer retains the responsibility to perform the battery maintenance and evaluation procedures outlined in the
service manual and to replace batteries that do not pass the conditions outlined under "DiscardinglRecycling Batteries."
Batteries failing to meet battery performance tests should be removed from service and properly discarded (recycled).
. If customer provides evidence that a Medtronic Physio-Control Battery Pak fails to meet the performance tests
noted above and/or the Battery Pak age exceeds 2 years, Medtronic Physio-Control shall replace said Medtronic
Physio-Control Battery Pak (like for like) i.e. FASTPAK for FASTPAK, up to a maximum of 4 Medtronic Physio-Control
Battery Paks every two years (including prior Support Plan periods) per LIFEPAK@1O defibrillator/monitor/pacemaker
(listed on Schedule A). To assist in proper recycling and removal of low capacity batteries, replaced Battery Paks
become the property of Medtronic Physio-Control and must be returned at the time of exchange.
. Only batteries manufactured by Medtronic Physio-Control are covered under this Service Agreement. Any
batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement.
Medtronic Physio-Control cannot guarantee the operation, safety and/or performance of our product when
operating with a non-Medtronic Physio-Control battery. Repairs and inspections performed under this Agreement
meet original equipment manufacturer's product specifications only when operating with a Medtronic Physio-Control
battery. Any repairs, as determined by a Medtronic Physio-Control Service Representative, resulting from the use of
a non-Medtronic Physio-Control battery, will be billed at our standard list prices for parts and labor, including actual
travel charges incurred.
Reference Number: S59-1239
Printed: 11/512003
Renewal
Page 5 of 6
MEDTRONIC PHYSIO-CONTROL CORP.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LlFEPAK@ 12 DEFIBRILLATOR/MONITOR
. Battery Support System included when listed on equipment inventory (Schedule A).
. Battery Support System 2 included when listed on equipment inventory (Schedule A).
. AC Power Adapter included when listed on equipment inventory (Schedule A).
. DC Power Adapter included when listed on equipment inventory (Schedule A).
. Defibrillator paddle repairs are included (excludes internal, sterilizable and pediatric paddles).
. Communications and Patient cables are excluded.
. PCMCIA Modems are excluded.
. Therapy cables are excluded.
. Sp02 Sensors are excluded.
. Case Changes are excluded.
. Discount of 17% from the field installed list price for any current and/or future available LlFEPAK@12 upgrade is
included when installed by Medtronic Physio-Control Technical Services.
. Discount of 17% from list price for any Medtronic Physio-Control@ Data Management product is included.
. Discounts may not be combined with any other special terms, discounts and/or promotions.
Medtronic Physio-Control Fastpak@, Fastpak 2, Lifepak SLA and Lifepak NiCd Battery
. Customer retains the responsibility to perform the battery maintenance and evaluation procedures outlined in the
operating instruction manual and to replace batteries that do not pass the conditions outlined under "Discarding/
Recycling Batteries." Batteries failing to meet battery performance tests should be removed from service and properly
discarded (recycled).
. If customer provides evidence that a Medtronic Physio-Control Battery Pak fails to meet the performance tests noted
above and/or the Battery Pak age exceeds 2 years, Medtronic Physio-Control shall replace said Medtronic
Physio-Control Battery Pak (like for like) i.e. FASTPAK for FASTPAK, FASTPAK2 for FASTPAK2, LlFEPAK SLA for
LlFEPAK SLA, or LlFEPAK NiCd for LlFEPAK NiCd, up to a maximum of 4 Medtronic Physio-Control Battery Paks
every two years (including prior Support Plan periods) per LlFEPAK@ 12 defibrillator/monitor (listed on Schedule A).
To assist in proper recycling and removal of low capacity batteries, replaced Battery Paks become the property of
Medtronic Physio-Control and must be returned at the time of exchange.
. Only batteries manufactured by Medtronic Physio-Control are covered under this Service Agreement. Any
batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement.
Medtronic Physio-Control cannot guarantee the operation, safety and/or performance of our product when
operating with a non-Medtronic Physio-Control battery. Repairs and inspections performed under this Agreement
meet original equipment manufacturer's product specifications only when operating with a Medtronic Physio-Control
battery. Any repairs, as determined by a Medtronic Physio-Control Service Representative, resulting from the use of
a non-Medtronic Physio-Control battery, will be billed at our standard list prices for parts and labor, including actual
travel charges incurred.
Lifepak@12 Software Updates
. If combined Repair and Inspection services are designated on the Technical Service Support Agreement inventory
for Lifepak 12 units, at the customer's request, a Medtronic Physio-Control Technical Services Representative will
install Lifepak 12 software updates at no additional charge provided it is installed at the time of a regularly scheduled
inspection. In addition during the term of this agreement, where an assembly such as a printed circuit board must be
replaced in order to install the new software, these assemblies may be purchased by the customer at a 50% discount
off the current list price of a new assembly. Software updates requested to be installed at a time other than the regularly
scheduled inspection will be billed at $205 per unit per software update. The cost of the software update will be billed
on a separate invoice.
. If Repair-Only services are designated on the Service Order inventory for Lifepak 12 units, at the customer's request
a Medtronic Physio-Control Technical Services Representative will install a Lifepak 12 software update at a discounted
price of $205 per unit per software update. In addition during the term of this agreement, where an assembly such as a
printed circuit board must be replaced in order to install the new software, these assemblies may be purchased by the
customer at a 50% discount off the current list price of a new assembly. The cost of the software update will be billed
on a separate invoice.
. Discounts may not be combined with any other special terms, discounts and/or promotions.
Reference Number: S59-1239
Printed: 11/5/2003
Renewal
Page 6 of 6
MEDTRONIC PHYSIO-CONTROL CORP.
SERVICE ORDER TERMS AND CONDITIONS
TERMS
Medtronic Physio-Control's ("Physio") acceptance of Customer's Service Order is expressly conditioned on Customer's assent to the terms set forth in this document
and its attachments. Physio agrees to furnish the services ordered by Customer only on these terms, and Customer's acceptance of any portion of the goods and ser-
vices covered by this document shall confirm their acceptance by Customer. These terms constitute the complete agreement between the parties and they shall gov-
ern any conflicting or ambiguous terms on Customer's purchase order or on other documents submitted to Physio by Customer. These terms may not be revised
in any manner without the prior written consent of an officer of Physio.
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 service technician labor, and all related travel expenses. For offsite (ship-in) services, units will be returned to Customer by Physio 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 service technician labor and all related travel expensas.
For offsite (ship-in) services, units will be returned to Customer by Physio freight prepaid.
DOCUMENTATION
Following each Repair and/or Inspection, Physio 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 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 in the same condition as received, at Customer's expense, upon the earlier of the return of the removed unit or Physio's request.
EXCLUSIONS
This Service Order 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 under this Service Order; case changes; repair or replacement of items not originally distributed or installed by Physio; and exclusions on Schedule B to this
Service Order, 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. 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 is requested to perform Repair or Inspection services not designated in this Service Order (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 at Physio's standard labor rates less 10% (including overtime, if appropriate), plus standard list prices for related parts
and materials less 15%, plus actual travel costs incurred.
PAYMENT
The cost of services performed by Physio shall be payable by Customer within thirty (30) days of Customer's receipt of Physio's Invoice (or such other terms as Physio
confirms to Customer in writing). In addition to the cost of services performed, Customer shall payor reimburse Physio for any taxes assessed Physio. If the number
or configuration of Covered Equipment is altered during the Term of this Service Order, the price of Services shall be adjusted accordingly.
WARRANTY
Physio warrants Services performed under this Service Order and replacement parts provided in performing such Services against defects in material and workman-
ship 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 replace-
ment of any part determined to be defective, without any additional Customer charge, provided Customer notifies Physio of any allegedly defective condition within ten
(10) calendar days of its discovery by Customer. Physio makes no other warranties, express or implied, including, without limitation, NO WARRANTY OF MER-
CHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL PHYSIO BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES.
TERMINATION
Either party may terminate this Service Order at any time upon sixty (60) days prior written notice to the other, except that Physio may terminate this Service Order
immediately upon Customer's failure to make timely payments for services rendered under this Service Order. In the event of termination, Customer shall be obligated
to reimburse Physio 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 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 con-
trol, 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 of permit, and Physio's inability to obtain goods from its usual sources. Any such delay shall not be considered a breach
of Physio'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's behalf during the Term of this Service Order or for one (1)
year following its expiration without Physio's prior written consent.
b) This Service Order, 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 and Customer under this Service Order shall be governed by the laws of the State of Washington. All costs and
expenses incurred by Physio related to enforcement of its rights under this document, including reasonable attorney's fees, shall be reimbursed by
Customer.
Rev 7/99-1