FY2007 10/18/2006 •
ClertoiThe
Circuit Court Danny L. Kolhage
Phone:305-2963130 Fax:305-295-3663
Memorandum
To: Camille Dubrof,
Fire Rescue
From: Isabel C.DeSantis,
Deputy Clerk
Date: Thursday,December 07,2006
The BOG meeting held on October 18,2006, the Board approved the following:
Agreement between MEDTRONIC Emergency Response Systems,Inc. and the Board of
Governors, Fire and Ambulance District 1 of Monroe County,Florida,for the
maintenance of biomedical equipment in the amount of$15,809.00, commencing
November 1, 2006; and the Technical Service Support Agreement.
Attached hereto is a fully executed duplicate original of the subject document for
your handling. Should you have any questions concerning this matter please feel free to
contact this office.
Copies: Finance
County Attorney
File
AGREEMENT
This Agreement is made and entered into this 18th day of October
2006, by and between the Board of Governors, Fire and Ambulance District I of Monroe County,
Florida, hereinafter referred to as "COUNTY" and MEDTRONlC Emergency Response Systems,
Inc., hereinafter referred to as "CONTRACTOR".
WHEREAS: That the parties hereto, for the consideration hereafter set forth, mutually
agree as follows:
1. SCOPE OF THE WORK
The CONTRACTOR shall furnish all labor, materials, equipment, machinery,
tools, apparatus and transportation and perform all other work as described in the
Technical Service Support Agreement for the preventive inspection and maintenance of
biomedical equipment for the Board of Governors. The Technical Service Support
Agreement is attached hereto as Exhibit B and made a part of this Agreement by reference.
2. CONTRACT SUM
The COUNTY shall pay to the CONTRACTOR a total amount of$15,809.00 for
the filithful performance of the Contract, in lawful money ofthe 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
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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.
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BtS . dhe CONTRACTOR warrants that it has not employed, retained or otherwise had
Cc:; ':; jct on its behalf any former County officer or employee subject to the prohibition
:~c~"9fSection 2 or Ordinance No. 010-1990 or any County officer or employee in
jU;jiolation of Section 3 of Ordinance No. 010-1990. For breach or violation of this
?:~~~grovision the COUNTY may, in its discretion, terminate this Contract without
Z ,.) ~ability and may also, in its discretion, deduct from the Contract or purchase price
g Sir otherwise recover, the full amount of any fee, commission, percentage, gift or
~onsideration paid to the former County officer or employee.
C. Before beginning work under this Contract, the CONTRACTOR must provide
evidence satisfactory to the COUNTY'S Risk Management Director that the
CONTRACTOR has in force and effect the insurance required as outlined in
Exhibit A.
Page 1 of 5
4. CONTRACT TERM
A. The Contract shall commence on November 1, 2006 and shall expire one year from
that date on October 31, 2007. The Contract may be renewed for two (2)
additional one (1) year terms at the option ofthe COUNTY. The COUNTY shall
exercise the option by a written notice to the CONTRACTOR, 30 days before
expiration ofthe original term.
B. The CONTRACTOR shall not be held liable for delay in delivery caused by
strikes, inability to obtain materials or equipment, production or manufacturing
problems and all other causes beyond the CONTRACTOR'S control. The
CONTRACTOR shall not be liable for any incidental damages caused by delays
in delivery.
C. Monroe County's performance and obligation to pay under this contract, is
contingent upon an annual appropriation by the Board of County Commissioners
of Monroe County.
5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS
The CONTRACTOR understands all provisions of this Contract and of the
Specifications and agrees to their sufficiency for the work to be done. Under no
circumstances, conditions or situations shall this Contract be more strongly construed
against the COUNTY than against the CONTRACTOR.
6. PAYMENT
A. The CONTRACTOR shall invoice the COUNTY, in accordance with the pricing
and terms as outlined in the Contract documents. Invoices shall be submitted to
Monroe County Fire Rescue, 490 63rd Street, Ocean, Suite 122, Marathon, Florida
33050, for approval and processing.
B. All payments shall be made directly to the CONTRACTOR at the
CONTRACTOR'S office, MEDTRONIC Emergency Response Systems, Inc.,
11811 Willows Rd., N.E., Redmond, WA 98073.
7. INDEPENDENT CONTRACTOR
At all times and for all purposes hereunder CONTRACTOR is an independent
contractor and not an employee of the Board of County Commissioners of Monroe
County. No statement contained in this Agreement shall be construed so as to find the
CONTRACTOR or any ofhisiher employees, contractors, servants or agents to be
employees ofthe Board of County Commissioners of Monroe County and they shall be
entitl(~d to none of the rights, privileges or benefits of employees of Monroe County.
Page 2 of 5
8. COMPLIANCE WITH LAW
In providing all services pursuant to this Agreement, the CONTRACTOR shall
abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the
provisions of such goods, including those now in effect and hereinafter adopted. Any
violation of said statutes, ordinances, rules or regulations shall constitute a material
breach ofthis Agreement and shall entitle the Board of County Commissioners to
terminate this Contract immediately upon delivery of written notice oftermination to the
CONTRACTOR.
9. SUBCONTRACTING/ASSIGNMENT
CONTRACTOR shall not assign, sublet, subcontract, sell or transfer any interest in
this Contract without the prior written consent of the COUNTY thereto.
10. NOTICE - GENERAL
Any notice or notices required or permitted to be given pursuant to this Contract
may be personally served on the other party by the party giving such notice or may be
served by certified mail, return receipt requested, to the following addresses:
COUNTY:
Monroe County Fire Rescue
490 63rd Street, Ocean, Suite 122
Marathon, Florida 33050
CONTRACTOR:
MEDTRONIC Emergency Response Systems, Inc.
11811 Willows Rd., N.E.
Redmond, WA 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. NON WAIVER
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
succel:ding 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
perfiJrmance ofthe activities encompassed by the program herein described, subject to the
terms and conditions set forth in the Attachment, which is attached hereto and
incorporated herein as part of this Agreement.
that:
Each of the signatories for the CONTRACTOR, below, certifies and warrants
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 tht: subject matter hereof and supersedes any and all prior Agreements with respect to
such subject matter between CONTRACTOR and the Fire Rescue office or the COUNTY.
15. CONSENT TO JURISDICTION
This Agreement, its performance and all disputes arising hereunder, shall be
govemed by the laws of the State of Florida and both parties agree that the venue for any
action shall be Monroe County. This Agreement is not subject to arbitration.
16. CONDITIONS OF TERMINATION
A. The performance of work or provision of goods under this Agreement may be
terminated, delayed or temporarily suspended by the COUNTY, in whole or in
part, from time to time, wherever the COUNTY shall determine that such
termination is in the best interest of the COUNTY. The COUNTY shall pay all
reasonable costs incurred by the CONTRACTOR up to the time oftermination
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 goveming 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 ofthe Agreement, less
any amount of damages caused by the CONTRACTOR'S breach. Ifthe damages
Page 4 of 5
are more than compensation payable, the CONTRACTOR will remain liable after
termination and the COUNTY can affirmatively collect damages.
A person or affiliate who has been placed on the convicted vendor list following a
conviction for public entity crime may not submit a bid on a contract to provide
any goods or services to a public entity, may not submit a bid on a contract with a
public entity for the construction or repair of a public building or public work,
may not submit bids on leases or real property to public entity, may not be
awarded or perform work as a contractor, supplier, subcontractor, or consultant
under a contract with any public entity, and may not transact business with any
public entity in excess of the threshold amount provided in Section 287.017, for
CATEGORY TWO for a period of 36 months from the date of being placed on
the convicted vendor list.
17. The County does not pay sales tax or any other taxes. The provisions ofthis Agreement
supercede any conflicting provisions in Exhibit B attached hereto as the Technical Service
Support Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Contract the day
and year first above written.
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Attest: Danny L. Kolhage, Clerk
BY:~oJ~ ~~
Deputy Clerk
BY:
BOARD OF GOVERNORS OF
FIRE AND AMBULANCE DISTRICT I OF
7 COUNTY, FLORIDA
. /f~
MAYOR/CHAIRMAN
(CO~.O .'~E S.2EA )
Attest: /.:::2 r
By: ~~1r //1/1 .
Title: &c. ,A~itv\4M~
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MEDTRO
tinan Webster
Vice President
Glob-I)I r 1ur "cl;, IS' 8. Sululiuns
By:
Title:
MONROE COUNTY ATTORNEY
i AP~ED AS ToP FORM:
~ , -~..P~'f9J
S M. GRIMSLE
ASSIS ANTCOUNTYATTOANEY
Date /O-.z. -Ot;,
Page 5 of 5
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that
MEDTRONIC EmerQ:encv Response Systems, Inc.
(Name of Business)
I. Publish a statement notifYing employees that the unlawful manufacture, distribution, disp~nsing,
possession, or use of a controlled substance is prohibited in the workplace and specifYing the actions that
will be taken against employees for violations of such prohibition.
2. Iufonn employees about the dangers of drug abuse in the workplace, the business's policy ofmaintaining
a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs,
and the penalties that may be imposed upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual services that are under bid a
copy ofth. statement specified in subsection (I).
4. In the statement specified in subsection (I), notity the employees that, as a condition of working on the
commodities or contractual services that are under bid, the employee will abide by the terms of the
statementand will notifY the employer of any conviction of, or plea of guilty or nolo contendere to, any
violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any
state, for a violation occurring in the workplace no later than five (5) days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation
program if such is available in the employee's community, or any employee who is so convicted.
6. Make a, good faith effort to continue to maintain a drug-free workplace through implementation of this
section.
As the person authorized to sign the statement, I certifY that Ibis finn complies fully with the above
requirements.
!f,J.J:ll>.. f)/lP ~ d<.J ,'" ~ .L -L~
Bidder'sSignature '-n(~ ~~~ ~~ 7---'"
/J.--/-04-
Date
OMB - MCP#5
EXHIBIT A
Page 1 of3
GENERAL LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shall obtain General
Liabili~y. Insurance. Coverage shall be maintained throughout the life of the contract and include,
as a mInImum:
. Premises Operations
. Products and Completed Operations
. Blanket Contractual Liability
. Personal Injury Liability
. Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per Person
$300.,000 per Occurrence
$ 50,,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract.
In addition, the period for which claims may be reported should extend for a minimum of twelve
(12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional Insured on all
policies issued to satisfy the above requirements.
GLl
EXHIBIT A
Page 2 of3
VEHICLE LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Recognizing that the work governed by this contract requires the use of vehicles, the Contractor,
prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be
maintained throughout the life of the contract and include, as a minimum, liability coverage for:
. Owned, Non-Owned, and Hired Vehicles
The minimum limits acceptable shall be:
$100,000 Combined Single Limit (CSL)
If split limits: are provided, the minimum limits acceptable shall be:
$ 50,000 per Person
$100,000 per Occurrence
$ 25,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on all
policies issm:d to satisfy the above requirements.
VLl
Page 7 of 8
EXHIBIT A
Page 301'3
WORKERS' COMPENSATION
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the (;ommencement 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.
If the Contractor has been approved by the Florida's Department of Labor, as an authorized self-
insurer, the County shall recognize and honor the Contractor's status. The Contractor may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
of Insurance, providing details on the Contractor's Excess Insurance Program.
If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required.
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
wel
Risk Management and Health and Safety - Proof of Insurance
Page I of I
DATE ISSUED: 26-Sep-2006
INSURED:
STATEMENT OF INSURANCE
FOR MEDTRONIC, INC.
MEDTRONIC EMERGENCY RESPONSE
SYSTEMS
COVERAGES:
The policies of insurance and coverages listed below have
been issued to the insured named to the left for the policy
period indicated. The insurance afforded by these policies is
subject to all of the terms, conditions and exclusions of the
actual policies. This statement of insunmce docs not grant the
recipient any rights under these policies. Limits shown may
have been reduced by paid claims.
Medtronic, Inc.
710 Medtronic Parkway, LC310
Minneapolis, MN 55432
CARRIER TYPE OF COVERAGE COVERAGE LIMITS
PERIOD
ACE USA General Liability including products! 511/06 - lPer Occurrence $5,000,000
(Ace American fcompleted operations, for worldwide 5/1107 fJeneral $5,000,000
Insurance Company) pPerations Policy #lIDCG21731985 Aggregate
ACE USA Automobile Liability 5/1106 - Combined
(Ace American Hired. Non-owned and Owned Autos ~1,OOO,OOO
Insurance Company) Policy #ISA H08220049 5/l107 Single Limit
ACE USA Workers' Compensation'"
(Ace American and Employ... Liability Sl<!!ylOly Limi..
Insurance Coml)any) Policy #WLRC44440428 511(06 - .Each Accident $1,000,000
Policy #SCFC4444044I 5/1107 -Each Emp. $1,000,000
(ACE Amerlc.n Ins. Policy #WLRC4444043A .Policy Limit $1,000,000
Policy #WCVC44440453
Co.) *MN, AZ. WAself-insured
COMMENTS:
Waiver of Subrogation andlor additional insured status applies only if it is reflected in your written
agreement with insured.
THIS STATEMENT ISSUED TO:
CANCELLA nON
Monroe County Board of County
Commissionel1'
Risk Management Dept
1100 Simonton Street
Key West, 1'1 33040
SHOULD ANY OF THE ABOVE DESCRlBFD COVERAGES BE
CANCELLED BEFORE THE EXPIRATION DATE THEREOF WE
Wll.L ENDHA VOR TO MAIL 3D DAYS WRITI'EN NOTICE TO
nm STATEMENT HOlDER. NAMED TO THE LEFT, BUT FAILURE
TO MAn.. SUCH NOTICE SHAll IMPOSE NO OBLlGA nON OR
UADILITY OF ANY KIND UPON THE COMPANY,
[IS AGENTS OR REPRESENTATIVES
6M~
Gary A. Nelson,
VP Risk Management & Chief Compliance
Officer
hllD:lfintranet2.medtronic.comlncwriskm~mtlstmt.cfm
9/26/2006
EXHIBIT B
Page 1 of8
TECHNICAL SERVICE SUPPORT AGREEMENT
~
MecU:ronic
All.Mntir/KA#n-R"IfI1rinXfWit/,.F.......Ji""f.ij;'
Contract Number:
End User # 03189501
MONROE COUNTY FIRE RESCUE
490 63RD ST
MARATHON, FL 33050
Bill To# 03189501
MONROE COUNTY FIRE RESCUE
490 63RD ST
MARATHON, FL 33050
This Technkal Service Support Agreement begins on 11/1/2006 and expires on 10/31/2007.
The designated Covered Equipment andlor 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 S, 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's Data Management Support and Upgrade
Service Terms and Conditions, rev 7/99-1.
Price of cov(:rage specified on Schedule A is $15,809.00 per term, payable in Monthly in arrears installments.
Special Temls
17% DISCOUNT ON LP12 UPGRADES
Accept
y Response Systems, Inc.
Custo~"~I'()t.~,!!,-",IY/ $t>(;.
By. ~ - )ft~
Print: fr....vt'n l11a..do/r:;
Title: Cha. ,"YYVla. "l -/30 c:-
Date: /0-/11-0(.,
By:
,
n e 5 r
Vice President
GIUDdl I"ldrke!lIng Cl :':'OIUtIOns
Title:
Date:
Purchase Order Number:
Territory Rep: EASS59
Montero, Sandra
Phone: 800-442-1142 x2081
FAX: 800-772-3340
Customer Contact:
Darice Hayes
Phone: 305-289-6004
FAX: 305-289-6013 SUS
ASSlSTA COUNTY ATTORNEY
Data /11 - 1..-- a-&.
Reference Number: S59-1313 Renewal
Page I of 8
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM:
Printed: 9/11/2006
EXHIBIT B
Page 2 of8
MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS
RENEWAL TERMS
Medtronic Emergency Response Systems, Inc.'s ("Medtronic") acceptance of Customer's Technical Service Support Agreement
is expressly conditioned on Customer's assent to the terms set forth in this document and its attachments. Medtronic agrees to
furnish the services ordered by Customer only on these terms, and qustomer's acceptance of any portion of the goods and services
covered by this document shall confirm their acceptance by Customer. These terms constitute the complete agreement between the
parties and t.hey shall govern any conflicting or ambiguous terms on Customer's purchase order or on other documents submitted to
Medtronic b~' Customer. These terms may not be revised in any manner without the prior written consent of an officer of Medtronic.
REPAIR SEflVICES
If "Repair" sEirvices are designated, subject to the Exclusions identified below, they shall include, for the designated Covered
Equipment, aU repair parts and materials required, all required Medtronic service technician labor, and all related travel
expenses. For offsite (ship-in) services, units will be returned to Customer by Medtronic freight prepaid.
INSPECTION SERVICES
If "Inspection" services are designated, subject to the Exclusions identified below, they shall include, for the designated Covered
Equipment. verification of proper instrument calibration, verification that instrument mechanical operations and output
measurements are consistent with applicable product specifications, performance of an electrical safety check in accordance with
National Fire and Protection Guidelines, all required Medtronic service technician labor and all related travel expenses. For
oftslte (ship-in) services, units will be returned to Customer by Medtronic freight prepaid.
DOCUMENTATION
Following each Repair and/or Inspection, Medtronic will provide Customer with a written report of actions taken or reoommended
and identification of any materials replaced or recommended for replacement.
LOANERS
If a Medtronic; 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 wll be provided, if available, until the removed unit is returned. Customer assumes
complete responsibility for the Loaner and shall return the Loaner to Medtronic in the same oondition as received, at Customer's
expense, upon the earlier of the return of the removed unit or Medtronic's request.
EXCLUSIONS
This Technical Service Support: Agreement does not include: supply or repair of accessories or disposables (e.g., patient cables,
recorder paper, etc.); repair of damage caused by misuse, abuse, abnormal operating conditions, operator errors, and/or acts of God;
repairs to return an instrument to normal operating equipment at the time of inttial service by Medtronic under this Technical
Service Support Agreement; case changes; repair or replacement of items not originally distributed or installed by Medtronic;
and exclusions on Schedule B to this Technical Service Support Agreement, if any, which apply to Covered Equipment.
SCHEDULE SERVICES
Designated Repair and Inspections Services will be performed at the designated service frequency and during designated service
hours except where service technicians are rendered unavailable due to mandatory trainIng commitments, in which case Medtronic
will provide alternate coverage. Customer is to ensure Covered Equipment is available for Repair and/or Inspection at scheduled
times. If Covered Equipment is not available as scheduled and Customer requests additional services to be performed or if Medtronic
is requested to perform Repair or Inspection services not designated in this Technical Service Support Agreement (due to the nature of
services selected, instruments involved not being Covered Equipment, request being outside of designated service frequency or hours,
or application of the Exclusions); Customer shall reimburse Medtronic at Medtronic's standard labor rates less 10% (including owrtime,
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 Medtronic shall be payable by Customer within thirty (30) days of Customer's receipt of Medtronic's
Invoice (or such other terms as Medtronic confirms to Customer in writing). In addition to the cost of services performed,
Customer shall payor reimburse Medtronic for any taxes assessed Medtronic. If the number or configuration of Covered
Equipment is altered during the Term of this Technical Service Support Agreement, the price of ServIces shall be adjusted accordingly.
WARRANTY
Medtronic warrants Services performed under this Technical Service Support Agreement and replacement parts provided in
performing such Services against defects in material and workmanship for ninety (90) days from the date a Service was performed or a
part was provided. Customer's sole remedy shall be reservicing the affected unit and/or replacement of any part determined to be
defective, without any additional Customer charge, provided Customer notifies Medtronic of any allegedly defective condition
within ten (10) calendar days of its discovery by Customer. Medtronic makes no other warranties, express or implied, including,
without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT
SHALL MEDTRONIC BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES.
Reference Number: 859-1313
Printed: 9/11/2006
Renewal
Page 2 of 8
EXHIBIT B
Page 3 of 8
TERMINATION
Either party may terminate this Technical Service Support Agreement at any time upon sixty (60) days prior written notice to the
other, except thai Medtronic may terminate this Technical Service Support Agreement Immediately upon Customer's failure to make
timely payments for services rendered under this Technical Service Support Agreement. In the event of termination, Customer shall
be obligated to reimburse Medtronic for thai portion of the designated price which corresponds to that portion of the Term and the
scope of Se.....'ices provided prior to the effective date of termination.
DELAYS
Medtronic will not be liable for any loss or damage of any kind due to its failure to perform or delays in its performance resulting
from any cause beyond its reasonable oonlrol, 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 Medtronic's inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of Medtronic's
obligations and the performance dates shall be extended for the length of such delay.
MISCELLANEOUS
a) Customer "lgraes to not employ or offer employment to anyone performing Services on Medtronic's behalf during the Term of
this Technil~al Service Support Agreement or for one (1) year following its expiration without Medtronic's prior written consent.
b) This Technical Service Support Agreement, and any related obligation of other party, may not be assigned in whole or in part
without the prior written consent of the other party.
c) The rights and obligations of Medtronic and Customer under this Technical Service Support Agreement shall be govemed by
the laws of the State in which the service is provided. All costs and expenses incurred by the prevailing party related to
the enforcement of its rights under this document, including reasonable attorney's fees, shall be reimbursed by the other party.
.............end.....
Reference Number: 859-1313
Printed: 9/11/2006
Renewal
Page 3 of 8
EXHIBIT B
Page 4 of 8
MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Contract Number:
Servicing Rep:
District:
Phone:
FAX:
Montero, Sandra, EASS59
SOUTHERN
800-442-1142 x2081
800-772-3340
Equipment Location: MONROE COUNTY FIRE RESCUE, 03189501
490 63RD ST
MARATHON, FL 33050
Scope Of Sl~rvice Ship In Repair - 2 On Site Inspections per year:M-F/8-5
Ref. Effective Expiration Total
Mode! Part Number Serial Number Line Date Date Inspections
LIFEPAK@ 10 804200-14 001137 11/112006 10/31/2007 2
LIFEPAK@ 10 804200-14 004475 2 11/112006 10/31/2007 2
LIFEP AK@ 10 804200-28 007300 3 1111/2006 to/3112007 2
LIFEPAK@ 10 804200-28 007308 4 11/112006 10/3112007 2
LIFEPAK@ 10 804200-28 007327 5 11/112006 10/31/2007 2
LIFEP AK@ to 804200-49 070414 6 11/112006 10/3112007 2
LIFEPAK@ 10 804200-49 070525 25 Illl/2006 10/3112007 2
LIFEP AK@ 12 VLP12-02-005013 32624452 26 11/1/2006 10/3112007 2
LIFEPAK@ 12 VLP12-02-002269 13451834 7 111112006 10/31/2007 2
LIFEP AK@ 1:~ VLP12-02-002269 13451839 8 111112006 10/31/2007 2
LIFEPAK@ t;! VLPI2-02-002269 13451840 9 111112006 10/3112007 2
LIFEPAK@ l;~ VLPI2-02-002269 13451841 10 11/112006 10/31/2007 2
LIFEP AK@ 12 VLPI2-02-002269 13451842 11 11/1/2006 10/31/2007 2
LIFEPAK@ 12 VLP12-02-002269 13451843 12 11/1/2006 10/31/2007 2
Scope Of Sc~rvice Ship In Repair OnIy:M-F/8-5
Ref. Effective Expiration Total
Model Part Number Serial Number Line Date Date Inspections
BATTERY SUPPORT SYSTEM 801807-12 012341 19 11/112006 10/31/2007 0
BATTERY SUPPORT SYSTEM 801807-12 o 14699 20 11/112006 10/31/2007 0
BATTERY SUPPORT SYSTEM 801807-12 017090 21 11/1/2006 10/31/2007 0
BATTERY SUPPORT SYSTEM 801807-12 017116 22 11/1/2006 10/3 1/2007 0
BATTERY SUPPORT SYSTEM 801807-12 017121 23 11/112006 10/31/2007 0
BATTERY SUPPORT SYSTEM 801807-21 034696 24 11/112006 10/31/2007 0
BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 32620322 27 11/112006 10/3112007 0
BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 11122706 13 11/1/2006 10/31/2007 0
BATTERY SUPPORT SYSTEM 2 VBSS2-02-0oo009 11122707 14 11/112006 10/31/2007 0
BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 13426192 15 11/1/2006 10/31/2007 0
BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 13445563 16 11/1/2006 10/3l/2007 0
Reference Number: S59-1313 Renewal
Printed: 9/11/2006 Page 4 of 8
EXHIBIT B
Page 5 of8
BATTERY SUPPORT SYSTEM 2 YBSS2-02-000009
BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009
13445566
13445567
17
18
1 ]/112006
11/112006
10/31/2007
10/31/2007
o
o
** Denotes an inventory line that has changed since the last contract revision or addendum.
Reference Number: 859-1313
Printed: 9/11/2006
Renewal
Page 5 of 8
EXHIBIT B
Page 6 of 8
Contract Number:
Additional Items
Service Typef
CASE CHANGE
MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INe.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Item
Quantity Start Date
2 11/1/2006
LP12 LIMITED CASE CHANGES
*... lDenotes an additional item fine that has changed since the last contract revision or addendum.
Reference Number: S59-1313
Printed: 9111/2006
End Date
10/31/2007
Renewal
Page 6 of 8
EXHIBIT B
Page 7 of'8
MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INe.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAK@ 10 DEFIBRILLATORIMONITORIPACEMAKER
. Paddle reps,irs 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 -PA TCH@ adapters and QUIK-COMBOTM pacing/defibrillation adapters are included.
. Repair cove:rage for Medtronic@ ECG, Pacing and Defibrillation Simulators included.
Medtronic@ Battery Pak
. Customer n:tains the responsibility to perfurm 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 failling to meet battety performance tests should be removed from service and properly discarded (recycled).
. If customer provides evidence that a Medtronic Battery Pak fails to meet the performance tests noted above and/or
the Battery Pak age exceeds 2 years, Medtronic shall replace said Medtronic Battery Pak (like for like) i.e. FASTPAK
for FASTPAK, up to a maximum of 4 Medtronic Battery Pales every two years (including prior Support Plan periods) per
LIFEPAK@10defibrillator/monitor/pacemaker(listedonScheduleA). To assist in proper recycling and removal of low
capacity battt:ries, replaced Battery Paks become the property of Medtronic and must be returned at the time of exchange.
. Only batteries manufactured by Medtxmic are covered umer this Service Agreemeti.. Any batteries manufactured by
other sources are expressly excluded from coverage under this Service Agreement. Medtronic cannot guarantee the
operation, safety and/orperfonnance of our product when operating with a non-Medtronic battery. Repairs and
inspections pl~Iformed under this Agreement meet original equipment manufacturer's product specifications only when
operating with a Medtronic battery. Any repairs, as determined by a Medtronic Service Representative, resulting
from the use ofa non-Medtronic battery, will be billed at our standard list prices for parts and labor, including
actual travel (:harges incurred.
Reference Number: 859-13 I3
Printed: 9/11/2006
Renewal
Page 7 of 8
EXHIBlT B
Page 8 of8
MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LlFEPAK@ 12 DEFffiRlLLATORIMONITOR
. 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, steriIizable and pediatric paddles).
. Communkations and Patient cables are excluded.
. PCMCIA Modems are excluded.
. Therapy cables are excluded.
. Sp02 Sensors are excluded.
. Case Changes are excluded.
. Discount ofl7% from the field installed list price for any current andlor future available LWEPAK@12 upgrade is
included when instaUed by Medtronic Technical Services.
. Discounts may not be combined with any other special terms, discounts and/or promotions.
Medtronic Fastpak@, Fastpak 2, Lifepak SLA and Lifepak NiCd Battery
. Customer rl~tains the responsibility to perfurm the battery maintenance and evaluation procedures outlined in the
operating instruction manual and to replace batteries that do not pass the conditions outlined under "Discarding!
Recycling Batteries." Batteries failing to meet battery perfurmance tests should be removed from service am properly
discarded (recycled).
. If customer provides evidence that a Medtronic Battery Pak fails to meet the perfurmance tests noted above andlor
the Battery Pakage exceeds 2 years, Medtronic shaH replace said Medtronic Battery Pak (like for like) i.e. FASTPAK
for F ASTP AK, F ASTP AK2 for F ASTP AK2. LIFEP AK SLA for LlFEP AK SLA, or LIFEP AK NiCd for LIFEP AK NiCd,
up to a maximum of4 Medtronic Battery Paks every two years (including prior Support Plan periods) per LIFEPAK@ 12
defibrilIator/monitor (listed on Schedule A). To assist in proper recycling and removal oflow capacity batteries,
replaced Battery Paks become the property ofMedtronic and mustbe remrned at the time of exchange.
. Only batteries manufactured by Medtxmic are covered umer this Service Agreemeti. Any batteries manufactured by
other sources are expressly excluded from coverage under this Service Agreement. Medtronic cannot guarantee the
operation, safety andlorperformance of our product when operating with a non-Medtronic battery. Repairs and inspections
performed under this Agreement meet original equipment manufacturer's product specifications only when operating with
a Medtronic battery. Any repairs, as detennined by a Medtronic Service Representative, resulting from the use ofa
non-Medtronic battery, will be billed at our standard list prices for parts and labor, including actual travel charges
incurred.
Lifepak@12 Software Updates
. If combined Repair and Inspection services are designated on the Teclnical Service Support Agreement inventory
for Lifepak 12 units, at the customer's request, a Medtronic Technical Services Representative will install Lifepak 12
software updates at no additional charge provided it is installed at the time ofa regularly scheduled inspection.
In addition dOling 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 invoic:e.
. If Repair-Only services are designated on the Service Oder inventory for Lifepak. 12 units, at the cuslomer's request
a Medtronic 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 purcha'ied by the customer at a 50% discount
off the current Iist price of a new assembly. The cost of the software update will be billed on a separate invoice.
. Discounts may not be combined with any other special terms, discounts and/or promotions.
Reference Number: S59-1313
Printed: 9/11/2006
Renewal
Page 8 of 8