10/21/2015 Agreement, BOG r AMY HEAVILIN, CPA
rs,_. (4
K...............
,,,k_...:., A.: _, CLERK OF CIRCUIT COURT & COMPTROLLER
MONROE COUNTY,FLORIDA
DATE: January 6, 2016
TO: Chief Callahan
ATTN: Holly Pfiester
FROM: Cheryl Robertson Executive Aide to the Clerk of Court& Comptroller ; li /N&L}Obn
At the October 21, 2015 Board of County Commissioner's meeting the Board granted the approval and
execution of Item:
D58 Approval of an agreement with Physio-Control, Inc., commencing on November 1, 2015 running
through October 31, 2016, with automatic renewals thereafter until terminated, for the for sole-source
preventative maintenance and inspection of existing medical LifePak equipment, and any additional
medical LifePak equipment purchased from Physio, and approval for the Fire Chief to sign all
documents as needed to complete the transaction.
H2 Approval of an agreement with Physio-Control, Inc., commencing on November 1, 2015 running
through October 31, 2016, with automatic renewals thereafter until terminated, for the for sole-source
preventative maintenance and inspection of existing medical LifePak equipment, and any additional
medical LifePak equipment purchased from Physio, and approval for the Fire Chief to sign all
documents as needed to complete the transaction.
Enclosed is a duplicate original of the above-mentioned for your handling. Should you have any
questions,please feel free to contact our office.
CC: County Attorney (electronic copy)
Finance
File y/
500 Whitehead Street Suite 101,Po Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax:305-295-3663
3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6025
88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fox:305-852-7146
•
TECHNICAL SERVICE SUPPORT AGREEMENT PHYSID
CONTROL
Contract Number:
End User# 03189501 Bill To# 03189501
MONROE CTY FIRE RESCUE MONROE CTY FIRE RESCUE
490 63RD ST OCEAN 490 63RD ST OCEAN
EMS SUPPLIES EMS SUPPLIES
MARATHON,FL 33050 MARATHON,FL 33050
This Technical Service Support Agreement begins on 11/1/2015 and expires on 10/31/2016.
The designated Covered Equipment and/or Software is listed on Schedule A.This Technical Service Agreement
is subject to the Terms and Conditions on the reverse side of this document and any Schedule B,if attached.
If any Data Management Support and Upgrade Service is included on Schedule A then this Technical Service
Support Agreement is also subject to Physio-Control's Data Management Support and Upgrade
Service Terms and Conditions,rev 7/99-1.
Price of coverage specified on Schedule A is $23,420.00 per term,payable in Annual installmentN. o -*1
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15%DISCOUNT ON ACCESSORIES or. T
15%DISCOUNT ON ALL ELECTRODES i� -0
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Accepted://Phh/y�/sio--Control,Inc. Customer: /'.0/U ICOE Cou4DTV fj OCG
By: ,�.�$!/ By: ///47,..� 4er�
Title: c,e nawt.Y M-LALY4T Prin(/ TameS K Ca I/e3ta/1
Date: ❑p417,o lC Title: RN_ c4--,,er
Date: //. /3 Jr
Purchase Order Number:
Territory Rep: EAVV67 Customer Contact:
Miguel Rodriguez Holly Pfiester
Phone: Phone: 305-289-6088
FAX: 800-772-3340 FAX: 305-289-6007
MONRQ,E COUNTY ATTORNEY
AP ovE AS.TO FQ�IM: r Reference Number: AC-0947 Renewal
l Printed:9/1/2015 Page 1 of 7
NTHIA L. I AL'.
ASSISTA IT QOUNTY ATTORNEY
Date__._.... I..1_,- 19- a-0 / v"
PHYSIO-CONTROL,INC.
TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS
Customer's signature on this Agreement or a valid purchase order referencing this Technical Service Support Agreement is required
prior to Physio-Control's acceptance and performance 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,including Customers purchase order.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,but does not guarantee,
to return service calls within two(2)hours and to resolve service issues within twenty-four(24)hours.Following Services,
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 and further described as they relate to each specific
Physio-Control device on Schedule B:
"Repair Plus Service"or"Repair Only Service"means repairs,Battery Replacement Service,parts and labor necessary to
restore Covered Equipment to original specifications,subject to Exclusions(as set forth below).
"Preventative Maintenance"or"Inspection Only Service"means inspection and adjustment to maintain Covered Equipment in
satisfactory operating condition.Inspections include tests,measurements,and a thirty-point evaluation of Covered Equipment.
Covered Equipment Is properly calibrated,mechanical operations are checked and adjusted,if necessary,and output
measurements are verified to function properly.Electrical safety checks are also performed in accordance with National Fire
Protection Association(NFPA)guidelines.Preventative Maintenance and Inspection Only Service are subject to Exclusions.
"Comprehensive Service"or"Repair B Inspect Service"means repairs,Battery Replacement Service,parts and labor necessary
to restore Covered Equipment to original specifications,and inspections to verify proper device calibration,mechanical
operations and output measurements,electrical safety check in accordance with NFPA guidelines,and Updates(as set forth
below),subject to Exclusions.
"Battery Replacement Service"means replacement of batteries on a one-for-one,like-for-like basis,up to the number of batteries
and/or devices listed in Schedule A.Only batteries manufactured or distributed by Physio-Control are eligible for replacement.
Battery replacement is available upon Customer notification to Physio-Control of the occurrence of:(i)battery failure as
determined by Customers performance testing and evaluation in accordance with the applicable Operating Instructions;or(ii)as
recommended in the applicable device's 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 being
replaced,Physio-Control will invoice Customer the then-current rate for the replacement battery.
"On-Site Service"means that a Physio-Control factory-trained technician will provide Services 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 Services at scheduled times.Some Services 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 facility for repair.
"Ship-In Service"means that Services will be performed at Physio-Control's designated facility.Physio-Control will cover
round-trip freight for Covered Equipment that is sent to our designated facility for Services.
If Covered Equipment is not available when Services are scheduled or Customer requests services or goods not covered by this
Agreement or outside of designated Services frequency or hours,Physio-Control will charge Customer for such services at 10%off
Physio-Control's standard rates(including overtime,if appropriate)and applicable travel costs in addition to the contract price.Repair
parts required for such repairs will be made available at 15%off the then-current list price.
EXCLUSIONS.Unless otherwise specified,Services do not include the following Exclusions:
• supply or repair of accessories or disposables
• repair of damage caused by misuse,abuse,abnormal operating conditions,operator errors,acts of God,and use of
batteries,electrodes,or other products not distributed by Physio-Control
• case changes
• repair or replacement of items not originally distributed or installed by Physio-Control
• Upgrades,and installation of Upgrades
• battery maintenance,performance testing,evaluation,removal,and recycling
LOANERS.If Covered Equipment must be removed from use to complete Services,Physlo-Control wilt strive to provide Customer
with a similar loaner device until the Covered Equipment is returned.Customer assumes complete responsibility for the loaner and
shall return the loaner at Customers expense to Physio-Control in the same condition as received,upon the earlier of the return of the
Reference Number: AC-0947 Renewal
Printed:9/1/2015 Page 2 of 7
removed Covered Equipment or Physio-Control's request.
UPDATES.'Update"means a change to a device to enhance its current features,stability,or software.If Comprehensive Service or
Repair&Inspect Service is designated for Covered Equipment on Schedule A,Physio-Control will install Updates at no additional
cost,provided such Updates are installed at the time of regularly scheduled Services.Updates installed on Covered Equipment
designated on Schedule A as Repair Plus Service,Repair Only Service,Preventative Maintenance Service,Inspection Only Service,
or at a time other than regularly scheduled Comprehensive Service or Repair&Inspect Service,will be billed on a separate invoice at
20%off the then-current list price of the Update.For all Service plans,if parts must be replaced to accommodate installation of new
software,such parts may be purchased at a rate of 30%off the then-current list price.
UPGRADES."Upgrade"means a major,standalone version of software or the addition of features or capabilities to a device.For all
Service plans,Upgrades must be purchased separately and are not provided under this Agreement.Upgrades are available at a rate
of 17%off the then-current list price.
PRICING.Pricing is set forth on the first page of this Agreement,on the Quote for Services,and/or an the Invoice for the Services
purchased.Prices do not include taxes.Sales,service or use taxes will be invoiced in addition to the price of the goods and Services
covered by this Agreement unless Physic-Control receives a copy of a valid exemption certificate.If the number or configuration of
Covered Equipment changes during the Term,pricing shall be pro-rated accordingly.For Preventative Maintenance Service,
Inspection Only Service,Comprehensive Service,and Repair&Inspect Service,no pricing deduction will be made for removal of
Covered Equipment if preventative maintenance and inspection have already been performed during the Term and no further
preventative maintenance and inspection are scheduled to occur.Discounts may not be combined with other special terms,discounts,
and/or promotions.
PAYMENT.Payment is due within thirty(30)days of invoice date.
WARRANTY.Physio-Control warrants Services performed under this Agreement and repair/replacement parts provided in performing
such Services against defects in material and workmanship for ninety(90)days from the date Services were performed or a
repair/replacement part was provided.Customer's sole remedy shall be reservicing the affected Covered Equipment and/or
replacement of any pad determined to be defective,without additional charge,provided Customer notifies Physio-Control of any
allegedly defective condition within ten(10)calendar days of its discovery by Customer.Physio-Control makes no other warranties,
express or implied,including,without limitation.NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE,AND IN NO EVENT SHALL PHYSIO-CONTROL BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL,SPECIAL,OR
OTHER DAMAGES.
TERM.The Term of this Agreement is set forth on the first page of this document,or in the Quote and/or Invoice for the Services
purchased.This Agreement shall automatically renew unless terminated by either party with written notice thirty(30)days prior to the
expiration of the then-current Term.Prices are subject to change upon renewal.
TERMINATION.Either party may terminate this Agreement for material breach by the other party by providing thirty(30)days'written
notice to the other pary,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 by Customer,
Customer shall be responsible for the portion of the designated price which corresponds to the portion of the Term prior to the
effective date oftermination and the list-price cost of any preventative maintenance,inspections,or repairs rendered during the Term.
DELAYS.Physio-Control will not be liable for any loss or damage of any kind due to its failure to perform or delays in its performance
resulting from any cause beyond its reasonable control,including,but not limited to,acts of God,labor disputes,labor shortages,the
requirements of any governmental authority,war,civil unrest,delays in manufacture,obtaining any required license or permit,and
Physio-Control's inability to obtain goods from its usual sources.Any such delay shall not be considered a breach of Physio-Control's
obligations and the performance dates shall be extended for the length of such delay.
DEVICE INSPECTION BEFORE ACCEPTANCE.Any device that is not covered by either a Physio-Control Limited Warranty or a
current Physio-Control Technical Service Support Agreement must be inspected and repaired(if necessary)to meet original
specifications at customers cost at the then-current list prices prior to being covered under a Technical Service Support Agreement.
Physio-Control reserves the right to refuse to support any device that has been remanufactured by a company other than
Physio-Control.
MISCELLANEOUS.(a)During the Term of this Agreement and for one(1)year following its expiration,without Physio-Control's prior
written consent,Customer agrees to not to solicit or offer employment to anyone who is employed by Physio-Control to provide
Services such as those described in this Agreement;(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;®this Agreement shall be governed by the laws of the
State in which the Services are provided;(d)all costs and expenses incurred by the prevailing party related to the enforcement of its
rights under this Agreement,including reasonable attorneys fees,shall be reimbursed by the other party.
Reference Number: AC-0947 Renewal
Printed:9/1/2015 Page 3 of 7
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Contract Number:
Servicing Rep: Miguel Rodriguez,EAVV67
District: SOUTHEAST
Phone:
FAX: 800-772-3340
Equipment Location: MONROE CTY FIRE RESCUE,03189501
490 63RD ST OCEAN
EMS SUPPLIES
MARATHON,FL 33050
Scope Of Service On Site Preventative Maintenance; Ship In Repair Plus
Ref. Effective Expiration Total
Model Pan Number Serial Number Line Date Date Inspections
LIFEPAK®12 VLP12-02-002269 13451843 5 11/12015 10/312016 I
LIFEPAK® 12 VLP12-02-005013 32624452 6 11/1/2015 10/31/2016 1
LIFEPAK®12 VLP12-02-007228 37050535 7 11/1/2015 10/31/2016 1
LIFEPAK®12 VLP12-07-00228 38338813 8 II/1/2015 10/31/2016 1
LIFEPAK®12 VLP12-02-007228 38338814 9 11/1/2015 10/31/2016 1
LIFEPAK®12 VLP12-02-007228 38338815 10 11/12015 10/31/2016 I
L1FEPAK®12 VLPI 2-02-007228 38338816 11 11/1/2015 10/31/2016 1
LIFEPAK® 12 VLPI 2-02-007228 38338817 12 11/1/2015 10/31/2016 I
LIFEPAK®12 V1,812-02-007228 38338818 13 1 I/1/2015 10/31/2016 1
LIFEPAK®15 V15-2-001602 41131794 14 11/1/2015 10/31/2916 1
LIFEPAK®15 V15-2-001602 41131966 15 11/12015 19/31/2016 I
LIFEPAK®15 V15-2-001602 42444541i 16 11/1/2015 10/31/2016 I
LIFEPAK®15 VI 5-2-001602 42448826 17 11/1/2015 10/31/2016 1
LIFEPAK®15 V15-2-000050 38538983 1 11/1/2015 10/31/2016 1
LIFEPAK®15 VI5-2-000 50 39530548 2 II/1/2015 10/31/2016 1
LIFEPAK®15 V15-2-000059 40140404 3 II/1/2015 10/31/2016 1
LIFEPAK®15 V15-2-001602 40404625 4 11/1/2015 10/31/2916 1
**Denotes an inventory line that has changed since the last contract revision or addendum.
Reference Number: AC-0947 Renewal
Printed:9/1/2015 Page 4 of 7
MEDTRONIC EMERGENCY RESPONSE SYSTEMS,INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Contract Number:
Additional Items
Service Type Item Quantity Start Date End Date
CASE CHANGE LP12/15/20 CASE CHG 1-9 1 11/1/2015 10/31/2016
"Denotes an additional item line that has changed since the last contract revision or addendum.
Reference Number: AC-0947 Renewal
Printed:9/1/2015 Page 5 of 7
•
PHYSIO-CONTROL,INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAK® 15 Monitor/Defibrillator Services
LIFEPAK® 15 Monitor/Defibrillator Comprehensive Service
• Inspections at intervals set forth on Schedule A
• Parts and labor necessary to restore device to original specifications,subject to Exclusions
• Standard detachable hard paddles repair or replacement
• REDI-CHARGE®battery charger(Catalog/0 11141-000115)repair or replacement of one for each LIFEPAK 15
Monitor/Defibrillator listed in Schedule A and as determined necessary by Physio-Control
• Power Adapter repair or replacement
• Battery Replacement Service
o For each LIFEPAK 15 listed on Schedule A,replacement of up to three(3)LIFEPAK Lithium-ion batteries in accordance
with the device Operating Instructions,or upon battery failure
• Updates installed at no additional cost,provided such Updates are installed at the time of regularly scheduled Services.If
parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the
then-current list price.
LIPEPAK®15 Monitor/Defibrillator Repair Plus Service
• Pans and labor necessary to restore device to original specifications,subject to Exclusions
• Standard detachable hard paddles repair or replacement
• REDI-CHARGE®battery charger(Catalog#11141-000115)repair or replacement of one for each LIFEPAK 15
Monitor/Defibrillator listed in Schedule A and as determined necessary by Physio-Control
• Power Adapter repair or replacement
• Battery Replacement Service
o For each LIFEPAK 15 listed on Schedule A,replacement of up to three(3)LIFEPAK Lithium-ion batteries in accordance
with the device Operating Instructions,or upon battery failure
• Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly
scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of
30%off the then-current list price.
LIFEPAK® 15 Monitor/Defibrillator Preventative Maintenance Service
• Inspections at intervals set forth on Schedule A
• Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly
scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of
30%off the then-current list price.
Reference Number: AC-0947 Renewal
Printed:9/1/2015 Page 6 of 7
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PHYSIO-CONTROL,INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAK® 12 Defibrillator/Monitor Services
LIFEPAK® 12 Defibrillator/Monitor Comprehensive Service
• Preventative maintenance and inspections at intervals set forth on Schedule A
• Parts and labor necessary to restore device to original specifications,subject to Exclusions
• Standard detachable hard paddles repair or replacement
• REDI-CHARGE®battery charger(Catalog# 11141-000115)repair or replacement of one for each LIFEPAK 12
Defibrillator/Monitor listed in Schedule A and as determined necessary by Physio-Control
• Power Adapter repair or replacement
• Battery Replacement Service
o Replacement of failed internal coin cell batteries;and
o For each LIFEPAK 12 listed on Schedule A,replacement of up to four(4)Physio-Control FASTPAK®batteries,
FASTPAK 2 batteries.LIFEPAK SLA batteries.
LIFEPAK NiCd batteries in accordance with the device Operating Instructions,or upon battery failure;or
o For each LIFEPAK 12 listed on Schedule A,replacement of up to three(3)LIFEPAK Lithium-ion batteries in accordance
with the device Operating Instructions,or upon battery failure
• Updates installed at no additional cost,provided such Updates are installed at the time of regularly scheduled Services.
If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the
then-current list price.
LIFEPAK® 12 Defibrillator/Monitor Repair Plus Service
• Parts and labor necessary to restore device to original specifications,subject to Exclusions
• Standard detachable hard paddles repair or replacement
• REDI-CHARGE®battery charger(Catalog#11141-000115)repair or replacement of one for each LIFEPAK 12
Defibrillator/Monitor listed in Schedule A and as determined necessary by Physio-Control
• Power Adapter repair or replacement
• Battery Replacement Service
o Replacement of failed internal coin cell batteries;and
o For each LIFEPAK 12 listed on Schedule A,replacement of up to four(4)Physio-Control FASTPAK®batteries,
FASTPAK 2 batteries,LIFEPAK SLA batteries.
LIFEPAK NiCd batteries in accordance with the device Operating Instructions,or upon battery failure;or
o For each LIFEPAK 12 listed on Schedule A,replacement of up to three(3)LIFEPAK Lithium-ion batteries in accordance
with the device Operating Instructions,or upon battery failure
• Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly
scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased
at a rate of 30%off the then-current list price.
LIFEPAK®12 Defibrillator/Monitor Preventative Maintenance Service
• Preventative maintenance and inspections at intervals set forth on Schedule A
• Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly
scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased
at a rate of 30%off the then-current list price.
Reference Number: AC-0947 Renewal
Printed:9/1/2015 Page 7 of 7