HomeMy WebLinkAboutContracts & Agreements_85-2010_CCv0001.pdf June 16, 2010 � �•
RECEIVED
Physio-Control
Attn: Andrea Parrish JUN 2 2010
Contracts: South Building
cLZRK
Post Office Box 97006 REp�1DS CItY
Redmond, Washington 98073-9906
SUBJECT: TECHNICAL SERVICE SUPPORT AGREEMENT — PHYSIO-CONTROL
The subject agreement was approved and authorized by the City Council of the City of
Redlands at its June 15, 2010 meeting. Two original, signed and fully executed copies
are attached for signature by your authorized representative. As you will note, the City
Clerk of Redlands requests that you return one original to that office for retention in their
records.
If you have any questions, please feel free to contact this office.
Ger ly,
Eileen Dirksen
Management Analyst
Redlands Fire Department
Enclosures: Technical Service Support Agreement between the City of Redlands and
Physio Control, signed and dated June 15, 2010 (2 originals).
cc: File
Office of the City Clerk
Redlands Fire Department `freserving the Past... edirksen@confire.org
35 Cajon Street,Suite 12 Protecting the Future- Office:(909)798-7600
P.O.Box 3005(mailing) Fax: (909)798-7602
Redlands,CA 92373
TECHNICAL SERVICE SUPPORT AGREEMENT
PHYSIO
Contract Number: PHYSIO CONTROL
C0PY
End User# 0021.5706 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 7/1/2010 and expires on 6/30/201 1.
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.
\01(.093
Price of coverage specified on Schedule A is x,.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. Customer: City of Redlands ATTEST:
Title: (, Print: Pat Gilbreath
Sam Irwin
Date: ` Title: Mayor City Clerk.
Date: June 15, 2010
Purchase Order Number:
Territory Rep: WENN71 Customer Contact:
Huber, David Scott MacDonald
Phone: 800442-1142 x2503 Phone: (909)798-7600
FAX: 800-772-3340 FAX: (909)798-7602
Reference Number: N71-1599 Renewal
Printed: 5/3/2010 Page 1 of 9
PHYSIO-CONTROL,INC.
TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS
RENEWAL TERMS
Physio-Control, Inc.'s("Physio-Control"')acceptance of Customer's Technical Service Support Agreement is expressly conditioned on
Customers 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 Customer'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 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-Control 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 and/or 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 Customers
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, and/or 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-Controf 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: N-111-1599 Renewal
Printed: 5/3/2010 Pale 2 of 9
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 and/or 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 party.
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: N71-1599 Renewal
Printed: 5;'3/7010 Page 3 of 9
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULEA
Contract Number:
Servicing Rep: Huber,David, WENN71
District: WEST
Phone: 800-442-1142 x2503
FAX: 800-772-3340
Equipment Location: CITY OF REDLANDS,00215706
1.270 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 Inspections
LAFEPAUk1000 320371500245 38646743 20 7/1/2010 6/30/2011 1
Scope Of Service On Site Inspection Only-2 Inspections per Year:M-F/8-5
Ref. Effective Expiration Total
Model Part Number Serial Number Line Date Date
jnvections
LIFEPAKk 10 804200-14 003052 1 7/1/2010 6130/2011 2
LlFEPAK'J(, 10 804200-28 018379 2 7/1/2010 6/30/2011 2
l_lFEPAK*,1 10 804200-28 032503 3 7/1/2010 6/30/2011 1
Scope Of Service On Site Repair and I On Site Inspection per Year:M-F/8-5
Ref. Effective Expiration Total
Model Part Number Serial Number -Line Date Date Inspections
LIFEPAK"t 12 Vt-P12-02-000055 1118891" 6 7/l/2010 6/30,12011 1
LIFEPAKV 12 VLP12-02-000508 11990925 7 77/1/2010 6/30/2011 1
LlFEPAK,*,' 12 VLP12-02-001460 12773776 9 7/112010 6/30/2011 1
LIFEPAKR,12 VLP12-02-002985 31658281 12 71112010 6/30/2011 1
LIFEPAK*1 12 VLP12-02-005985 33520129 17 7/1/2010 6130/2011 1
LIFEPAKS 500 3011790-001344 33099265 11 7/1/2010 6/30/2011 1
LIFEPAKOk 500 3011790-001344 33089262 19 7/1/2010 6/30/2011 1
I,IFEPAK*)500 3011790-001344 33089260 14 7/1/2010 6/30/2011 1
LAFEPAKV 500 3011790-001344 33089261 15 7/1/2010 6/30/2011 1
Scope Of Service On Site Repair Only: M-F/8-5
Ref. Effective Expiration Total
Model Part Number Serial Number Line Date Date Inspections.
BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 9246868 16 7/1,12010 6/3012011 0
BATFERY SUPPORT SYSTEM 2 VBSS2-02-000009 32462698 13 7/1/2010 6/30/2011
BAVI'ERY St.IPPORTSYSTUA-1 2 VBSS2-02-000009 33535253 18 71/2010 6,130/2011
BATTERY St'WORT SYSTEM 2 VBSS2-02-000009 11145690 4 7/L2010 6/30122011
BATTERY SUPPORTSYSTEM 2 V13SS2-02-000009 11145691 5 7/1/2010 6/30/2011
Reference Number: N71-1599 Renewal
Printed: 5/3/2010 Pace 4 of 9
Scope Of Service Renewal POS On Site Repair- I On Site Inspection per Year
Ref. Effective Expiration Total
Model Part Number Serial Number Line Date Date lnspections
LIFEPAUk,12 UV1,P12-02-001-553 12779144 10 7/11 12o 10 6!30! 0 11
,2 1
LIFEPAK,k 12 UVIY12-02-001456 121720915 8 7/1,12010 6/30/2011 1
Denotes an inventory line that has changed since the last contract revision or addendum.
Reference Number: 171-1599 Renewal
Printed. 5./3/2010 Paye 5 of 9
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 F`ASTPAK2,LIFEPAK SLA for LIFEPAK SLA.or LIFEPAK NiCd 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 Sam to Spm(excluding holidays)
Reference Number: N71-1599 Renewal
Printed: 5j'3/2010 Page 6 of 9
PHYSIO-CONTROL,INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAKI 12(LP 12)Defibrillator/Monitor Includes:
Standard detachable hard paddle repairs
LP 12 upgrade installed by Physio-Control Technical Services Representative at a rate of 17%less than the then current
Held-installed list price
When listed in Equipment Inventory,Schedule A,LP 12 Defibrillator/Monitor Includes:
AC Power Adapter
DC Power Adapter
IT 12 Defibrillator/Monitor Excludes:
Internal,sterilizable and pediatric paddles
Sp02 sensors and cables
Communication cables
Therapy cables
Patient cables
PCMCIA modems
Case changes
Discounts will not be combined with other special terms,discounts,and/or promotions.
Physio-Control FASTPAK*-,FASTPAK 2,LIFEPAK SLA.and LIFEPAK NiCd Battery
Battery maintenance,performance testing.evaluation,removal,recycling,and replacement are the responsibility of the Customer,
and should be performed in accordance with the LP 12 Series Operating Instructions section entitled Discarding/Recycling Batteries.
Batteries replacement is available on a one-for-one basis.up to the number of devices listed in Equipment Inventory, Schedule A,
upon the earlier of either(i)reported battery failure as determined by Customer's performance testing and evaluation in accordance
with the LP 12 Operating Instructions section entitled DiscardinglRecycling Batteries,or(ii)upon completion of the second year of
use,Replacement Battery Pak shall be like for like.i.e.FASTPAK for FASTPAK.FASTPAK 2 for FASTPAK 2.etc. During the
Term of this Agreement replacement shall occur no more than four times per two year period.notwithstanding prior Support Plans,
Battery replacement is dependent upon Customer's notice to Physio-Control of the existence of either of the conditions referenced in
(i)and(ii)above.At the discretion of'Physio-Controt,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 replacement battery.the affected batten.,referenced above shall become the property of Physio-Control,and must be returned to
Physio-Control for proper disposal.In the event that Physio-Control does not receive the affected battery referenced above,
Customer will be charged at the then current rate for the replacement batten,.
Only batteries manufactured by Physio-Control are covered under this Service Agreement. Batteries not manufactured by
Physio-Control are expressly excluded from coverage tinder this Service Agreement.Physio-Control does not guarantee the
operation,safety,and/or performance of our product when operating with a battery not manufactured by Physio-Control.Repairs
and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when
operating with a battery manufactured by Physio-Control. Any repairs,as determined by a Physio-Control Service Representative,
resulting from the use of a battery not manufactured by Physio-Control,will be billed at Physio-Control's then current standard list
prices for parts and labor,including actual travel costs incurred.
LIFEPAK 12 Software Updates
If combined Repair and Inspection services are designated for LP 12 units listed in Schedule A.,a Physio-Control Technical Services
Representative will install IT 12 software updates at no additional cost.,provided it is installed at the time of a regularly scheduled
inspection. In addition.during the'Perm of this=Agreement,where an assembly,i.e..printed circuit board,must be replaced to
accommodate installation of new software.such assembly may be purchased by the Customer at a rate of 50%less than the then
current list price. Software updates,when installed at a time other than the regularly scheduled inspection.will be billed at the rate(it
$205,00 per unit per software update.The cost of such software update will be billed in a separate invoice. Dependent upon
availability of Customer software loading tool,and at Customer's request.Technical Services Representative shall provide Customer
Reference Number: N71-1599 Renewal
Printed.- 5f3120 10 Page 7 of 9
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
access to software loading tool at no additional charge.
If Repair-Only services are designated for LP 12 units listed in Schedule A.a Physio-Control Technical Services Representative will
install a LP I2 software update at the rate of$205.00 per unit per software update.In addition,during the Term of this Agreement,
where an assembly,i.e.,printed circuit board,must be replaced to accommodate installation of new software,such assembly may be
purchased by the Customer at a rate of 50%less than the then current list price.The cost of such software update will be billed in a
separate invoice. Dependent upon availability of Customer software loading tool,and at Customer's request,Technical Services
Representative shall provide Customer access to software loading tool at no additional charge.
Physio-Control will replace the internal coin cell battery according to the number of such batteries listed in the Additional Items
section of Schedule A. It is the Customer's responsibility to request such coin cell battery replacement,gather in a single location
the devices that will receive such battery replacement,and to provide to the Physio-Control Technical Services Representative
access to those devices. Coin cell battery replacement will take place during the"Term of this Agreement,according to the number
of coin cell batteries listed in the Additional Items section of Schedule A.
I.IFFP.,kK*.,,500 AED
Repair coverage for Physio-Controllk-,QLjIK-COMBO`v`Patient Simulators included,
Repairs to Physio-Control Lifepak AED Trainers are excluded.
Case Changes are excluded.
Defibrillation and Communications cables are excluded,
External Modems are excluded.
Battery chargers are included and shall be exchanged tip to one battery charger per I-ifepak 500 automatic advisory
defibrillator(-listed on Schedule A)as determined necessary by Physio-Control.
Discounts may not be combined with any other special terms,discounts and/or promotions,
Physio-Controlt Battery,Pak-
.Customer retains the responsibility to perform the battery maintenance and evaluation procedures outlined in the
LIF EPAK 500 AED Operating Instructions, Batteries failing to meet battery performance tests should be removed from
service and property discarded(.recycled),
If customer provides evidence that a Physio-Control Battery-Pak fails to meet the performance tests noted
above andlor 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. I.IFFPAK 500 SLA for
ITFEPAK 500 SLA or LIFEPAK 500 lithium ion for I,IFEPAK 500 lithium ion,up to a maximum of-2 LIFEPAK 500 SLA
Battery Paks 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 LIFEPAK,*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.
.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.
Reference Number: N71-1599 Renewal
1)
Printed: 5/3,/N I0 Page 8 of 9
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAK; 1000 AEI INSPEC,rioN!-01\1 Y 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%. 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 perforinance tests noted above arid/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.FASTPAK for FASTPAK,
FASTPAK2 for FASTPAK2.IAFEPAK SLA for LAFETAK SIA or LIFE PAK NiCd for LIFE PAK NiCd,up to a maximum of 2
Physio-Control SLA Battery Paks every two years or up to a maximum of I Physio-Control lithium ion Battery Pak every 3 years
(including prior Support Plan periods)per LIFEPAK,* 1000 automatic advisory defibrillator(listed on Schedule A). To assist in
proper recycling and removal of low capacity batteries,replaced Battery Pales become the property of Physio-Control and must be
returned at the time of exchange.
•Inspections are performed Monday thru Friday gam to Spm(excluding holidays).
Reference Number: N71-1599 Renewal
Printed: 5113120 10 Page 9 of 9