HomeMy WebLinkAboutContracts & Agreements_64-2009_CCv0001.pdf TECHNICAL SERVICE SUPPORT AGREEMENT
PHYSIO
CONTROL
Contract Number:
COPY
End User 4 00215706 Bill To 9 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 7/1/2009 and expires on 6/30/2010.
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 $9,665.00 per term,payable in Quarterly installments.
Special Terms
10%DISCOUNT ON ACCESSORIES
5%DISCOUNT ON ALL ELECTRODES
17%DISCOUNT ON LP 12 UPGRADES
Accepted: Physio-Control,Inc. Customer: City of ,Redlands ATTEST:
By: ,-P—L_. By. y ..
Title: j�=CNX/1i+2 SG�di�si:f t:
Jon Harrison ho.rrie er
Date: � Title:
Date: May 5, 2009
Purchase Order Number:
Territory Rep: WENN71 Customer Contact:
Huber, David Scott MacDonald
Phone: 800-442-1142 x2503 Phone: (909)798-7600
FAX: 800-772-3340 FAX: (909)798-7602
Reference Number: N71-1561 Renewal
Printed:4/6/2009 Page 1 of 8
. .
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
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 berevised inany manner without the prior written consent ofanuffioe'ofPhysio-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 Guide|iooa,all required Physio-Control aemmo technician labor and all related travel expenses. For offsite(ship-in)
services,units will bereturned!oCustomer byPhysio-Control freight prepaid,
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Following each Repair and/or Inspection,Physio-Control will provide Customer with a written report of actions taken or recommended
and identification ofany materials replaced nrrecommended 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 Custome/s
expense,upon the earlier of the return of the removed unit or Physio-Control's request.
ExCLVS|Vma
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 mreturn mninstrument mnormal operating equipment at the time o/initial service byPhysio-Control under this Technical
Service Support Agreement;case changes;repair or replacement of items not originally distributed nrinstalled byPhysio-Contm|: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 mmandatory training commitments,inwhich case
Physio-Control will provide alternate coverage.Customer is to ensure Covered Equipment isavailable 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 oydesignated
service frequency orhours,nrapplication ofthe Exduoions);Customer shall reimburse Physio-Control oLPhyeio-Cuntm[mstandard
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 Customers receipt of
Physio-Control's Invoice(or such other terms as Physio-Control confirms to Customer in writing), !naddition mthe cost o/services
performed,Customer shall pay or reimburse Physio-Control for any taxes assessed Physio-Control /fthe number orconfiguration mf
Covered Equipment is altered during the Term of this Technical Service Support Agreement,the price of Services shall be adjusted
accordingly.
Reference Number- N71-1561 Dcucnm\
Printed:4/6/2009 Page 2 o 8
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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 mService was performed o,
apart was provided,Customer's sole remedy shall herememicing the affected unit and/or replacement ofany part determined|nbe
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,NDWARRANTY OrMERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE,AND|mwO EVENT
SHALL PHYSIO-CONTROL BELIABLE FOR INCIDENTAL,CONSEQUENTIAL,SPECIAL,OnOTHER DAMAGES,
meRM|wuT|Om
Either party may terminate this Technical Service Support Agreement atany time upon sixty(8$)days prior written notice uzthe 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 nfServices provided prior tothe effective date oftermination.
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.
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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 nfthe 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: N71-1561 Renewal
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
Model Ref. Effective Expiration Total
- Part Number Serial Number line Date Date ---q�cuons
LIFEPAK®R 500 3011790-001344 33089265 11 7/l/2009 6/30/2010 1
LIFEPAKIV 500 3011790-001344 33089260 14 7/l/22009 6/30/2010 1
LIFEPAK(g,500 3011790-001344 33089261 15 7/1/2009 6/30/2010 1
LIFEPAKA 500 3011790-001344 33089262 19 7/1/2009 6/30/2010 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 Inspections
1AFFPAK*10 804200-14 003052 1 7/l/2009 6/30/2010 2
1,,IFEPAK,,R'j 10 804200-28 018379 2 7/1/2009 6/30/2010 2
LIFEPAKOW 10 804200-28 032503 3 7/1/2009 6/30/2010 2
Scope Of Service On Site Repair and I On Site Inspection per Year:M-F/8-5
Model Part Number Serial Number Ref. Effective Expiration Total
Line Date Date Inspections
LIFE111AKk' 12 VLP12-02-000055 11188912 6 7/1/2009 6/3012010 1
I-IFEPAK*'j 12 Vt,P12-02-000508 11990925 7 711/2009 6/30/2010 1
LIT-'EPAK*12 VLP12-02-001460 12773776 9 7/1,12009 6/30/2010 1
I...IFEPAK*)12 VL[112-02-005985 33520129 17 7/1/2009 6/30,12010 1
LIFEPAK9 12 VLP12-02-002985 31658281 12 7/1/2009 6/30/2010 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 32462698 13 7111,'2009 6/30/2010 0
BATTERY SUWORTSYSTEM 2 VBSS2-02-000009 9246868 16 7111/2009 6/30/2010 0
BA'f-J'E,'RY SUPPORTSYSTEM 2 VBSS2-02-000009 33535253 18 7/1/2009 6/30/2010 0
BA'l-l'FRY SUPPORT SYSTEM 2 V13SS2-02-000009 11145690 4 7/l/2009 6/30/2010 0
BArrERY SUPPORT SYSTEM 2 VBSS2-02-000009 11145691 5 7/l/2009 0/30,Q010
Reference Number- N71-1561 Renewal
Printed:4/6,/2009 Page 4 of 8
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 Inspections
LIFEPAK*)12 tjVLP12-02-001553 12779144 10 7/112009 6/30/2010 1
LITEPAKI-t 12 UVI-P12-02-001456 12720915 8 7/1/2009 6/30/2010 1
Denotes an inventory line that has changed since the last contract revision or addendum.
Reference Number: N71-1561 Renewal
Printed:4/6/2009 Page 5 of 8
PHYSIO-CONTROL,INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE
INSPECTION ONILY SERVICES
•If the customer requests that repairs be made as determined necessary by the Physio-Control Service Representative aller
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 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.
-OnIv 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 5pni(excluding holidays)
Reference Number: N71-1561 Renewal
Printed:4/6/2009 Page 6 of 8
PHYSIO-CONTROL,INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
I,IFEPAK(R,,,12 tLP 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
field-installed list price
When listed in Equipment Inventory,Schedule A,LP 12 Defibrillator/Monitor Includes:
AC Power Adapter
DC Power Adapter
LP 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 tertris,discounts,and/or promotions.
Phvsio-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 Discarding/Recycling 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 tii)above.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 replacement battery,the affected battery 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 battet-y referenced above,
Customer will be charged at the then current rate for the replacement battery.
Only batteries manufactured by Physio-Control are covered under this Service Agreement.Batteries not manufactured by
Physio-Control are expressly excluded from coverage under 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 incurTed.
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 LP 12 software updates at no additional cost,provided it is installed at the time of a regularly scheduled
inspection. 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.Software updates,when installed at a time other than the regularly scheduled inspection,will be billed at he
[discounted}rate of$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 access to software loading tool at no additional charge,
Reference Number- N71-1561 Renewal
Printed:4/612009 Page 7 of 8
PHYSIO-CONTROL,INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE
If Repair-Only services are designated for LP 12 units listed in Schedule A,a Physio-Control Technical Services Representative will
install a LP 12 software update at the discounted 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 too],and at Customer's request,
Technical Services Representative shall provide Customer access to software loading toot 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 Tenn of this Agreement,according to the number of coin cell
batteries listed in the Additional Items section of Schedule A.
LIFEPAKV 500 AED INSPECTION-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%.
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 LIFEPAK 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 even,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.
-Inspections are performed Monday thm Friday Sam to Spin(excluding holidays).
Reference Number: N71-1561 Renewal
Printed:4/6/2009 Page 8 of 8