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Home My WebLink AboutContracts & Agreements_103-2008_CCv0001.pdf &`�fl�� fife�t4 � • 6 4 $� MEMORANDUM s TO: Tina T. Kundig, Finance Director DATE: June 25, 2008 FROM: Mitch McKee, Battalion Chief SUBJECT: PHYSIO-CONTROL TECHNICAL SERVICE SUPPORT AGREEMENT The City of Redlands Fire Department contracts with Medtronic Emergency Response Systems, Inc. for all technical service and support related to its emergency cardiac monitoring devices. The Redlands Fire Department paramedic program uses these cardiac monitors for early detection of cardiac dysrythmia necessary to determine continued invasive medication and/or physical life saving treatment modalities. Physio-Control manufactures and maintains this equipment providing expertise in the prevention of potential mechanical issues. Any possible break in continued maintenance may result in obvious risk of life and potential lawsuits. Physio-Control technicians are the only factory certified group for maintenance of these specialized monitors. The Redlands Fire Department has maintained a technical service and support contract with Medtronic Emergency Response Systems, Inc. since 1980, when the Redlands Fire Department initiated its Advanced Life Support paramedic program to its citizens. This service program eliminates the need for costly equipment repair by providing annual servicing of all advanced life support cardiac monitoring devices, immediate replacement of expensive battery systems necessary for operation, and continued on-the-spot replacement of cardiac monitors which may occur as a result of suspected malfunction or industry recall. This contract provides for a seamless operation of the department's cardiac monitors and ensures uninterrupted availability of this equipment, which is required for the continuous operation of the City's paramedic program. This sole source contract allows for uninterrupted and cradle-to-grave servicing with immediate unit replacement not provided by any other service facility. Attached is the Technical Service Support Agreement renewal document from Physio- Control, Inc., a subsidiary of Medtronic Emergency Systems, for FY 08-09. It does not differ from past service agreements.As directed by the City Manager, I am forwarding this for your authorized signature, based on the fact that the contracted amount does not require City Council approval. TECHNICAL SERVICE SUPPORT AGREEMENT PHYSIO Contract Number: End User# 00215706 Bill To# 00215706 CITY OF REDLANDS CITY OF REDLANDS 1270 W PARK AVENUE 1270 W PARK AVENUE REDLANDS,CA 92373 REDLANDS,CA 92373 This Technical Service Support Agreement begins on 7/1/2008 and expires on 6/30/2009. 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 $9,030.00 per term,payable in Quarterly installments. Special Terms 10%DISCOUNT ON ACCESSORIES 5%DISCOUNT ON ALL ELECTRODES 17%DISCOUNT ON LP12 UPGRADES Accepted:Physio-Control,Inc. Custo (,Z} By: •--- .gy. Title:: _ 7,66WMet Sta'VW;S Date: L/� �� Title: C,: (Y\ �, Lorrie yzer Date: -7 �' ` City Clerk Purchase Order Number. Territory Rep: WENN71 Customer Contact: Huber,David Mitch McKee Phone: 800-442-1142 x2503 Phone: (909)798-7600 FAX: 800-772-3340 FAX: (909)798-7602 Reference Number: N71-1533 Renewal Printed:6/20/2008 Page I of 8 PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS RENEWAL TERMS of Customer's Technical Service Support Agreement is expressly conditioned on Physio-Control,Int.'s("Physio-Control")acceptance Customer's assent to the terms set forth in this document and its attachments.Physio-Control agrees to furnish the services ordered by Customer only on these terms,and Customers 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 they shall govern any conflicting or ambiguous terms on Customer's purchase order or on other documents submitted to Physio-Control by Customer.These terms may not be revised in any manner without the prior written consent of an officer of Physio-Control. 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-Control service technician labor,and all related travel expenses. For offsite(ship-in)services,units will be returned to Customer by Physio-Controi 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-Control service technician labor and all related travel expenses.For offsite(ship-in) services,units will be returned to Customer by Physio-Control freight prepaid, DOCUMENTATION Following each Repair andlor Inspection,Physio-Control 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-Control 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-Control in the same condition as received,at Customer's expense,upon the earlier of the return of the removed unit or Physio-Control'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,andlor acts of God; repairs to return an instrument to normal operating equipment at the time of initial service by Physio-Control under this Technical Service Support Agreement-,case changes:repair or replacement of items not originally distributed or installed by Physio-Control;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 Physio-Control 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 Physio-Control 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 Physio-Control at Physio-Control'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-Control shall be payable by Customer within thirty(30)days of Customer's receipt of Physio-Control's Invoice(or such other terms as Physio-Control confirms to Customer in writing),In addition to the cost of services performed,Customer shall pay or reimburse Physio-Control for any taxes assessed Physio-Control.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. Reference Number: N71-1533 Renewal Printed- 3/27/2008 Page 2 of 8 WARRANTY Physio-Control 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 andlor replacement of any part determined to be defective,without any additional Customer 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. TERMINATION Either party may terminate this Technical Service Support Agreement at any time upon sixty(60)days prior written notice to the other, except that Physio-Control 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 Physio-Control 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-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. MISCELLANEOUS a)Customer agrees to not employ or offer employment to anyone performing Services on Physio-Control's behalf during the Term of this Technical Service Support Agreement or for one(1)year following its expiration without Physio-Control'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 patty, c)The rights and obligations of Physio-Control and Customer under this Technical Service Support Agreement shall be governed 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: N71-1533 Renewal Printed: 3/27i2008 PaLle 3) of 8 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: Servicing Rep: Huber,David,WENN71 District: WEST Phone: 800-442-1142 x2503 FAX: 800-772-3340 Equipment Location: CITY OF REDLANDS,00215706 1270 W PARK AVENUE REDLANDS,CA 92373 Scope Of Service AED I On Site Inspection per Year with I Lithium Battery Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date _Ins actions I IFI-'PAK*j 500 3011790-001344 33089265 11 7/1/2008 613012009 1 L,1Fl-'PAK*)t 500 1011790-001344 33089260 14 7/1/2008 6,130,2009 I LIFEPAK500 3011790-001344 33089261 15 7/1/2008 6130/2009 1 LIFEPAK*(500 3011790-001344 33089262 19 711/2008 6/30/2009 1 Scope Of Service On Site Inspection Only-21 Inspections per Year:M-F/8-5 Ref, Effective Expiration Total Model Part Number Serial Number Une Date Date Inspections LIFEPAK�10 804200-14 003052 1 711/2008 6/30/2009 2 LIFEPAKk 10 804200-28 018379 2 1111/2008 6/3012009 2 [,IFEPAK*')10 804200-28 032503 3 7/1/2008 6!30/2009 2 Scope Of Service On Site Repair and I On Site Inspection per Year:M-F/8-5 Ref. Effective Expiration Total Model Part umber Serial umber 1 nc Date Date Inspections LI1 EPAKR',12 VLP12-02-000055 11188912 6 7/1/2008 6/30/2009 1 LIFEPAK,*122 VI-P12-02-00008 11990925 7 71112008 6/30/2009 1 l,lFEPAK8 12 VLP12-02-001460 12773776 9 7/1/2008 6/30/2009 1 LIFEPAKS 12 VLP12-02-005985 33520129 17 7/1/2008 6/30/2009 LIFEPAK0 12 VLP12-02-002985 31658281 12 7/1/2008 6/30/2009 Scope Of Service On Site Repair Only: M-F/8-5 Ref. Effective Expiration Total Model Part Number Serial NqMjjqL Line _jjE�te _§Ln _,L)ate 0 ions BATTERY SUPPORT SYSTEM 2 V13SS2-02-000(0)9 32462698 13 7,11/2008 6/30/2009 0 BATTERY SDPPORT SY STEM 2 VBSS2-02-0LV009 9246868 16 71/2008 6/30/2009 BATI E."RY SUPPORT SYSITM 2 V13SS2-02-000009 33535253 18 71/2008 6!30/200,) 0 BA'l-Fl-'RY S1.111PORF SYSTEM 2 V13SS2-02-OW009 I t 145690 4 7/1;'2(X)8 6:30 2009 0 BATFERY st ippou,sys'rF.M 2 VBSS2-712-000010 11145691 5 7!1/271#)8 6/30LI009 0 Reference Number: N71-1533 Renewal Printed: 3/27/2008 Page 4 of 8 Scope Of Service Renewal POS On Site Repair- I On Site Inspection per Year Ref. Effective Expiration Total ,Model Date Ins ections 1 1FEPAK,* 12 LiV1.P12-02-001-553 12779144, 10 7/112008 6i30/2009 I I,lFf:I>AKk;12 UN't,1312-02-001456 12720915 8 7/1,12008 6/30/2009 1 Denotes an inventory line that has changed since the last contract revision or addendum. Reference Number: N71-1533 Renewal Printed: 3/27/2008 Pace 5 of 8 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE INSPECTION ONLY SERVICES •If the customer requests that repairs be made as determined necessary by the Physio-Control Service Representative after completion of the inspection,such repairs will be made at Physio-Control's then current labor rate less 10%. Parts required for such repairs will be made available at 15%less than the then current list price for such parts. .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""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 Physio-Control Battery Pak fails to meet the performance tests noted above and/or the Battery Pak age exceeds 2 years,Physio-Control shall replace said Physio-Control Battery Pak(like for like)i.e.FASTPAK for FASTPAK,FASTPAK2 for FASTPAK2,LIFEPAK SLA for LIFEPAK SLA,or LIFEPAK Ni(,.d for LIFEPAK NiCd, up to the maximum amount of Physio-Control Battery Paks as is specified on Schedule A.,every two years(including prior Support Plan periods). To assist in proper recycling and removal of low capacity batteries,replaced Battery Paks become the property of Physio-Control and must be returned at the time of exchange. -Only batteries manufactured by Physio-Control are covered under this Service Agreement. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Physio-Control cannot guarantee the operation,safety and/or performance of our product when operating with a non-Physio-Control battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a Physio-Control battery, Any repairs,as determined by a Physio-Control Service Representative,resulting from the use of a non-Physio-Control battery.,will be billed at our standard list prices for parts and labor,including actual travel charges incurred. Inspections are performed Monday thru Friday 8arn to Spm(excluding holidays) Reference Number: N71-1533 Renewal Printed: 3,/27/2008 Page 6 of 8 PHYSIO-CONTROL, INC. TECHNICAL SERN710E SUPPORT AGREEMENT SCHEDULE LIFEPAKCR) 12 DEFIBRIJ.,I.,A'I-OPIMOl'fOR 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 LIFEPAK*12 upgrade is included when installed by Physio-Control Technical Services. Discounts may not be combined with any other special terms,discounts and/or promotions. Physio-Control Fastpakt,Fastpak 2,Lifepak SLA and Lifepak NiCd Battery I 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), I If customer provides evidence that a Physio-Control Battery Pak fails to meet the performance tests noted above and/or the Batten Pak age exceeds 2 years.Physio-Control shall replace said Physio-Control Battery flak,(like for like)i.e.FASTP,k K for FASTPAK,FASTPAK2 for t-AS-FPAK2.LIFEPAK SLA for LIFEPAK SLA.or LIFEPAK NiCd for LIFEPAK NiCol, up to a maximum of 4 Physio-Control Battery Paks even two years(including prior Support Plan periods)per LIFEPAK* 12 defibrillator/monitor(listed on Schedule A). To assist in proper recycling and removal of low capacity batteries, replaced Batten,Paks become the property of Physio-Control and must be returned at the time of exchange, -Only batteries manufactured by Physio-Control are covered under this Service Agreement. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Physio-Control cannot guarantee the operation,safety and/or performance of our product when operating with a non-Physio-Control battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a Physio-Control battery. Any repairs,as determined by a Physio-Control Service Representative,resulting from the use of a non-Physio-Control baftery., 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 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 500%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 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: N71-1533 Renewal Printed: 3/27/2008 Page 7 of 8 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE LIFEPAK'Jj� 500 AII>INSPEC HON-ONLY WITH BATTERY OPTION .This plan includes periodic inspections as described on Schedule A. If any repairs are requested by customer that are not otherwise covered by warranty then customer shall pay Physio-Control at its then current labor rate less 10"/o. Parts required for such repairs will be at 15%less than the then current list price for the parts. -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"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 Physio-Control Battery Pak fails to meet the performance tests noted above and/or the Battery Pak age exceeds 2 years in the case of sealed lead acid batteries and 3 years in the case of lithium ion batteries,Physio-Control shall replace said Physio-Control Battery Pak(like for like)i.e.LIFEPAK 500 SLA for LIFEPAK 500 SLA or LIFEPAK 500 lithium ion for LIFEof 2 LIFETAK 500 SLA Battery Pales 500 lithium ion,up to a maximum every two years or up to a maximum of I LIFEPAK 500 lithium ion Battery Pak every 3 years(including prior Support Plan periods)per LIFITAKV 500 automatic advisory defibrillator(listed on Schedule A). To assist in proper recycling and removal of low capacity-batteries..replaced Battery Paks become the property of Physio-Control and must be returned at the time of exchange. -0nIv batteries manufactured by Physio-Control are covered under this Service Agreement. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Physio-Control cannot guarantee the operation,safety and,or performance of our product when operating with anon-Physio-Control battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a Physio-Control batter}, Any repairs,as determined by a Physio-Control Service Representative,resulting from the use of a non-Physio-Control battery.will be billed at our standard list prices for parts and labor,including actual travel charges incurred. Inspections are performed Monday thru Friday Sam to Spm(excluding holidays). Reference Number: N71-1533 Renewal Printed: 3/27,12008 Page 8 of 8