Medtronic Emergency Response/CFD
Medtronic Emergency Response Systems, Inc.
Fire Dept. . 2006
Appropriation #515.01 P.O.#12466
Contract Not To Exceed $14,950.00
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APPROVEr;-;?'o
FORM BY:
. -
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered
into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and
Safety ("City"), and Medtronic Emergency Response Systems, Inc. ("Vendor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its
execution of same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using
City budget appropriation number 650.01 funds. Vendor agrees to provide the Goods and Services
and to otherwise perform the requirements of this' Agreement by applying at all times the highest
technical and industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City
hereunder shall be no more than Fourteen Thousand Nine Hundred and Fifty Dollars
($14,950.00) (the "Estimate"). Vendor shall submit an invoice to City no more than once
every thirty (30) days detailing the Goods and Services provided to City within such time
period. City shall pay Vendor for such Goods and Services within sixty (60) days after the
date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such
Goods and Services are not disputed, are in accordance with the specifications set forth in
Exhibit A, are submitted on an invoice that contains the information contained on attached
Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions
of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total
cost of the Goods and Services provided by Vendor to City hereunder to exceed the
Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform
to the specifications, samples and/or descriptions thereof furnished to Vendor by City and/or by
Vendor to and accepted by City, that the Goods and Services will be delivered in a timely, good
and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's
intended use and expressly warrants that the Goods and Services provided to City pursuant to this
Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient
for their particular purpose.
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same
("Effective Date"), and both parties shall thereafter perform \their obligations hereunder in a timely
manner. Time is of the essence of this Agreement.
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Medtronic Emergency Response Systems, Inc.
Fire Dept. - 2006
Appropriation #515.01 P.O.#12466
Contract Not To Exceed $14,950.00
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may
direct, a list of all chemicals, materials, substances and items used in or during the provision of the
Goods and Services provided hereunder, including the quantity, quality and concentration thereof
and any other information relating thereto. At the time of the delivery of the Goods and Services
provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice
(including appropriate labels on containers and packing) of any hazardous material utilized in or
that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any
such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof,
by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at
Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of
this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as
specified herein; (c) fails to make progress so as to endanger timely and proper provision of the
Goods and Services and does not correct such failure or breach within five (5) business days (or
such shorter period of time as is commercially reasonable under the circumstances) after receipt of
notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into
receivership, makes a general assignment for the benefit of creditors or dissolves, each such event
constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts
of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies
available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with
an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the
protection of City and Vendor from all claims for damages under any workers' compensation,
occupational disease and/or unemployment compensation act; for bodily injuries including, but
not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers,
employees, contractors and subcontractors; and, for any injury to or destruction of property,
including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be
no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name
City as an additional insured on all such insurance policies, shall promptly provide City, upon
request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless
City from and against any and all liabilities, claims, demands or expenses (including, but not
limited to, reasonable attorney fees) for injury, death and/or damages to any person or property
arising from or in connection with Vendor's provision of Goods and Services pursuant to or under
this Agreement or. Vendor's use of City property. Vendor further agrees to indemnify, defend and
hold harmless City and its officers, officials, agents and employees from all claims and suits of
whatever type, including, but not limited to, all court costs, attorney fees, and other expenses,
caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees,
contractors or subcontractors in the performance of this Agreement. These indemnification
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2
Medlronic Emergency Response Systems, Inc.
Fire Dept. - 2006
Appropriation #515.01 P.O.#12466
Contract Not To Exceed $14,950.00
obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations
and codes which may be applicable to Vendor's performance of its obligations under this
Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor
agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from
any such violation of such laws, orders, rules, regulations and codes. This indemnification
obligation shall survive the termination of this Agreement.
II. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City
prohibiting discrimination against any employee, applicant for employment or other person in the
provision of any Goods and Services provided by this Agreement with respect to their hire, tenure,
terms, conditions and privileges of employment and any other matter related to their employment
or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age,
disabled veteran status and/or Vietnam era veteran status.
12. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement
shall not affect the right of such party to require such performance at any time thereafter, nor shall
the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any
succeeding breach of the same or any other provision hereof.
13. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise,
and shall not delegate its obligations under this Agreement without City's prior written consent.
14. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of
City. The contract price set forth herein shall be the full and maximum compensation and monies
required of City to be paid to Vendor under or pursuant to this Agreement.
15. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of
Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is
filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an
appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate
venue for and has jurisdiction over same.
16. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance,
executive order or other rule of law, such term shall be deemed reformed or deleted, but only to
the extent necessary to comply with same, and the remaining provisions of this Agreement shall
remain in full force and effect.
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3
Medtronic Emergency Response Systems, Inc.
Fire Depl. - 2006
Appropriation #515.01 P.O.#12466
Contract Not To Exceed $14,950.00
17. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by
postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the
address specified herein:
If to City:
City of Carmel
One Civic Square'
Carmel, Indiana 46032
A TIN: Chief Douglas Callahan, Fire Dept.
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Medtronic Emergency Response Systems
11911 Willows Road NE
P.O. Box 97048
Redmond, W A 98073
ATIN: Jason McWilliams,
Technical Services Representative
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be
effective if given orally, as long as written notice is then provided as set forth hereinabove within
five (5) business days from the date of such oral notice.
18. TERMINATION:
18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon
notice to Vendor, immediately terminate"this Agreement for cause, in the event of a default
hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay
for the Goods and Services to be provided hereunder. In the event of such termination,
Vendor shall be entitled to receive only payment for the undisputed invoice amount
representing conforming Goods and Services delivered as of the date of termination,
except that such payment amount shall not exceed the Estimate amount in effect at the time
of termination, unless the parties have previously agreed in writing to a greater amount.
18.2 Either party hereto may terminate this Agreement at any time upon thirty (30) days prior
notice to the other party. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount of conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not
exceed the Estimate amount in effect at the time of termination, unless the parties have
previously agreed in writing to a greater amount.
19. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the
persons executing this Agreement have the authority to bind the party which they represent.
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4
Medtronic Emergency Response Systems, Inc.
Fire Dept. - 2006
Appropriation #515.01 P.O.#12466
Contract Not To Exceed $14,950.00
20. ADDITIONAL GOODS AND SERVICES
Vend.or understands and agrees that City may, from time to time, request Vendor to provide
addItIOnal goods and services to City. When City desires additional goods and services from
Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the
time frame in which same are to be provided. Only after City has approved Vendor's time and
cost estimate for the provision of such additional goods and services, has encumbered sufficient
monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods
and services, shall such goods and services be provided by Vendor to City. A copy of the City's
authorization documents for the purchase of additional goods and services shall be numbered and
attached hereto in the order in which they are approved by City.
21. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph
18 hereinabove, this Agreement shall be in effect from the Effective Date through December 31,
2005, and shall, on the first day of each January thereafter, automatically renew for a period of one
(1) calendar year, unless otherwise agreed by the parties hereto.
22. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a
part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
23. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and
obligations set forth in Agreement.
24. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
25. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity
to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
26. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the
entire agreement between Vendor and City with respect to the subject matter hereof, and
supersedes all prior oral or written representations and agreements regarding same.
Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof,
to the extent any term or condition contained in any exhibil attached to this Agreement or in any
document referenced herein conflicts with any term or condition contained in this Agreement, the
term or condition contained in this Agreement shall govern and prevail. This Agreement may only
be modified by written amendment executed by both parties hereto, or their successors in interest.
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5
Medtronic Emergency Response Systems, Inc,
Fire Dept. - 2006
Appropriation #515,01 P,O,#12466
Contract Not To Exceed $14,950,00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By: Ytti P/2<<2Pd
James Brainard, Presiding Officer
ate:
n, et7
~ ~ ob
I I
;)~dra M.Job
'Iloly Clerk ;'SOIJ,
~ Or
/ iana Cordray, Io/C, ~rk-Treasurer
Date: ' r)-- olP
,
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6
MEDTRONIC EMERGENCY RESPONSE
SYSTEMS
By:
fi~~
&tllOrized Signature
V '
:J450--> /1 <:;AJ:JI^^"s
Printed Name
j;J, Svc-
Title
~
FIDrrIN :
9/- 0(,9769/
SSN if Sole Proprietor:
Date:
2. - 27-tYl
EXHffiIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
_. .
Invoice No.
Purchase Order No:
o.
" Goods Services
Person Providing Date Guods/Services Provided. Cost Per Hourly Total:
Goods/Services <rlIods/ (Describe each goodfservice Item - Rate/
Service separately and in detail) Hours
Provided Worked
...
GRAND TOTAL- I
-
Signature
Printed Name
EXHIBIT C
rnSURANCECOVERAGES
Worker's Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by AccidentJDisease:
Bodily Injury by AccidentJDisease:
Bodily Injury by AccidentJDisease:
$100,000 each employee
$250,000 each accident
$500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
$500,000
$500,000
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (anyone fire):
Medical Expense Limit (anyone person):
$500,000
$250,000
$250,000
$ 50,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
$500,000 each accident
$500,000 each accident
$500,000 .
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000
$ 10,000
.' -
TECHNICAL SERVICE SUPPORT AGREEMENT
@
Medtronic
PHYSIO-CONTROl
Conlnlct Numbcr:
End User # 1077420 I
CARMEL FIRE DEPARTMENT
2 CIVIC SQUARE
CARMEL, IN 46032
Bill To # 10774201
CARMEL FIRE DEPARTMENT
2 CIVIC SQUARE
CARMEL, IN 46032
This Technical Service Support Agreement begins on 1111/2005 and expires on 10/31/2007.
TIlC 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 Upgmdc Service is included on Schedule A tllen this Technical Service
Support Agreement is also subject to Medtronic's Data Management Support and Upgmde
Service Terms and Conditions, rev 7/99-1.
Price of covemge specified on Sclledule A is $29,900.00 per term, payable in Anmml installments.
Special Terms
10% DISCOUNT ON ACCESSORfES
5% DISCOUNT ON DEFIB ELECTRODES
17% DISCOUNT ON LPI2 UPGRADES
Medtronj(;
Emergency Response System..
Copy
Title:
~
Customer: ~V"'1' '- hfUL "))JZ.PI'
By: CD I-~
Print: 'bo lA G L"l-J (l ~ '-L A--A#f-!
Title: h~ ~q
Date: Fi:. ~. 2..7, 2...<::10 (.
Purehase Order Number: ? O. -t:t I 2. 'I (. ~
ONIC Emergency Response Systems, Ine.
;dY
By:
Date:
Territory Rep: WEMM54
McWilliams, Jason
Pllone: 800-442-1142 x2963
FAX: 800-772-3340
Customer Contact:
Tom Small
Phone: 317-571-2663
FAX: 317-571-2615
"EXH~\BIT
A l (~
"
Reference Number: M54-1889
Printed: 11111/2005
Renewal
Page I of 5
MEDTRONIC PHYSIO-CONTROL CORP.
SERVICE ORDER TERMS AND CONDITIONS
~
Medtronic Physio-Control's ("Physio") acceptance of Customer's Service Order is expressly conditioned on Customer's assent to the terms set forth in this document
a~d its attachmenffi:. Physio agrees to fumish th~ services ordered by Customer only on these terms. and Customer's acceptance of any portion of the goods and ser~
VICes cover~ ~y this doc~ment shall confinn their acceptance by Customer. These terms constitute the complete agreement between the parties and they shall gov-
ern any conflIcting or ambiguous terms on Customer's purchase order or on other documents submitted to Physio by Customer. These terms may not be revised
In any manner without the prior written consent of an officer of Physio.
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
requi~, all required Physio service technician labor, and all related travel expenses. For offsite (ship-in) services, units will be returned to Customer by Physio freight
prepaid.
INSPECTION SERVICES
If "Inspection" services are designated, subject to the Exclusions identified below, they shalilnclude, 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 service technician labor and all related travel expenses.
For offsite (ship-in) services, units will be returned to Customer by Physio freight prepaid.
DOCUMENTATION
Following each Repair and/or Inspection, Physio 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 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 in the same condition as received, at Customer's expense, upon the earlier of the return of the removed unit or Physio's request.
EXCLUSIONS
This Service Order 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 under this Service Order; case changes; repair or replacement of items not originally distributed or installed by Physio; and exclusions on Schedule B to this
Service Order, 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. 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 perfQrmed or if Physio is requested to perform Repair or Inspection services not designated in this Service Order (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 at Physio'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 shall be payable by Customer within thirty (30) days of Customer's receipt of Physio's Invoice (or such other terms as Physio
confirms to Customer in writing). In addition to the cost of services performed, Customer shall payor reimburse Physio for any taxes assessed Physio. If the number
or configuration of Covered Equipment is altered during the Term of this Service Order, the price of Services shall be adjusted accordingly.
WARRANTY
Physio warrants Services performed under this Service Order and replacement parts provided in performing such Services against defects in material and workman-
ship 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 replace-
ment of any part determined to be defective, without any additional Customer charge, provided Customer notifies Physio of any allegedly defective condition within ten
(10) calendar days of its discovery by Customer. Physio makes no other warranties. express or implied, including, without limitation, NO WARRANTY OF MER-
CHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL PHYSIO BE LIABLE FOR INCIDENTAL,
CONSEOUENTIAL, SPECIAL, OR OTHER DAMAGES.
TERMINATION . . -' .'_' '""". ''''}'.
Either party may terminate this Service Order at any time upon sixty (60) days prior written notice to the other, except that Physio may terminate this Service Order
immediately upon Customer's failure to make timely payments for services rendered under this Service Order. In the event of termination, Customer shall be obligated
to reimburse Physio foi' that portion'of the designated:pii6e whicl,corresponds to that portion of the Term and the scope of Services provided prior to the effective date
of termination.
l1EI.AYS.
Physio 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 con-
trol, 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 of permit, and Physio's inability to obtain goods from its usual sources. Any such delay shall not be considered a breach
of Physio's obligations:and the performance dates shall be extended fo.r the length of such delay.
MISCELLANEOUS
a) Customer agrees to not employ or offer employment to anyone performing Services on Physio's behalf during the Term of this Service Order or for one (1)
year following its expiration without Physlo's prior written consent.
b) This Service Order, 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 and Customer under this Service Order shall be governed by the laws of the State of Washington. All costs and
expenses incurred by Physio related to enforcement of its rights under this document, including reasonable attorney's fees, shall be reimbursed by
Customer.
Rev 7/99-1
MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Conlrnct Number:
SClvicing Rep:
District:
Phone:
FAX:
McWilliams, Jason, WEMM54
MIDWEST
800-442-1142 x2963
800-772-3340
Equipment Location: CARMEL FIRE DEPARTMENT, 10774201
2 CIVIC SQUARE
CARMEL, IN 46032
Scope Of Scrvice On Sitc Repair and I On Silc Inspection per Year:M-F/8-5
Model
LlFEPAK@ 12
LlFEPAK@ 12
Part Number
VLP 12-02-002940
VLP 12-02-002940
Serial Number
30689228
30678995
Ref. Effective
Line Date
29 11/1/2005
30 1111/2005
Expiration
Date
10/31/2007
10/31/2007
Total
Insoections
2
2
Scope Of Serv ice
Renewal pas LP500 I On Site InspeetionIY r with 1 Lith Ball
Model
LlFEPAK@ 500
LlFEPAK@ 500
LIFEI' AK@ 500
LIFEPAK@500
LlFEPAK@500
LlFEPAK@ 500
LIFEI' AK@ 500
LIFEP AKOO 500
LIFEI' AK@ 500
LlFEPAK@ 500
LlFEPAK@ 500
Ref. Effective Expiration Total
Part Number Serial Number Line Date Date Inspections
3011790-001129 31516759 24 1111/2005 10/31/2007 2
3011790-001129 31516775 25 11/1/2005 10/31/2007 2
3011790-001129 31516802 26 1111/2005 10/31/2007 2
3011790-001129 31516822 27 11/1/2005 10/31/2007 2
3011790-001 [29 31516823 28 [ 11112005 10/31/2007 2
3011790-000113 13736710 12 111112005 10/31/2007 2
3011790-000113 13736711 13 11/[/2005 10/31/2007 2
3011790-000113 13736712 14 11/112005 10/31/2007 2
3011790-000113 13736713 15 1111/2005 10/31/2007 2
3011790-000113 13736714 16 11/1/2005 10/31/2007 2
3011790-000113 13736716 17 11/112005 10/31/2007 2
Scope Of Service
Renewal pas On Site Repair - 1 On Site Inspection per Year
Ref. Effective Expiration "Total
Model Part Number Serial Number Line Date Date In ctions
LlFEPAK@ 12 VLP 12-02-002982 14210497 18 11/1/2005 10/31/2007 2
L1FEPAK@ 12 VLI) 12-02-002982 14210498 19 11/1/2005 10/31/2007 2
L1FEPAK@ 12 UVLP12-02-000476 11870820 111112005 10/31/2007 2
L1FEPAK@ 12 VLP12-02-00l385 12984816 7 11/1/2005 10/31/2007 2
LIFEPAK@ [2 VLP12-02-001385 12984817 8 11/1/2005 10/31/2007 2
LIFEPAK@ 12 VLJl12-02-00 1385 12984818 9 11/1/2005 10/31/2007 2
LIFEPAK@ 12 VLI) 12-02-00 1385 13044134 10 11/1/2005 10/31/2007 2
LIFEPAK@ 12 VLPI2-02-001385 13044135 11 11/112005 10/31/2007 2
LlFEPAK@ 12 VLPI2-02-002936 31516389 21 11/1/2005 10/31/2007 2
"EXHIBIT A /~( ~ " Reference Number: M54-1889 Renewal
Printed: 11/11/2005 Page 2 of 5
LIFEI' AK@ 12 VLP12.02-002936 31516390 22 11/1/2005 10/3112007 2
LlFEPAK@ 12 VLP 12-02-002936 31516391 23 11/112005 10/31/2007 2
SCOpe Of SelVice Renewal POS On Site Repair Only:M-F/8-5
Ref. Effective Expiration Total
Model Part Number Serial Number Line Date Date Inspections
BAm,RY SUPPORT SYSTEM 2 VBSS2-02-000009 12951657 2 1\11/2005 10/31/2007 0
BATTERY SUPPORT SYSTEM 2 VDSS2-02-OO0009 12951661 3 1111/2005 10/31/2007 0
IlATfERY SUVI)ORT SYSTEM 2 VBSS2-02-000009 12959332 4 11/112005 10/31/2007 0
BATfERY SUPPORT SYSTEM 2 VBSS2-02-000009 12959340 5 11/1/2005 10/3112007 0
BA'n'ERY SUPPORT SYS1TM 2 VBSS2.02-000009 12959341 6 1111/2005 10131/2007 0
BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 14116793 20 11/112005 10/31/2007 0
** Denotes an inventory line that has changed since the la...t contract revision or addendwn.
"EXH'BIT
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Reference Number: M54-1889
Printed: 11/11/2005
Renewal
Page 3 of 5
MEDTRONlC EMERGENCY RESPONSE SYSTEMS, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LWEPAK@ 12 DEFIBRILLATORIMONITOR
. AC Power Adapter included whc"Illisted on equipment inventory (Schedule A).
. IX; Power Adapter included "nen listed ou equipment inventory (Schedule A).
. Defibrillator paddle repairs are included (excludes internal, stcrilizahle and pediatric paddles).
. COmnlwtications and Patient cables are excluded.
. PCMClA Modems arc excluded.
. Therapy cables are excluded.
. Sp02 Sensors arc excluded.
. Case Changes arc excluded.
. DiSCOWlt of 17% from the field installed list price for any current and/or future available LlFEPAK@12 upgmde is
included when installed by Medtronic T echoical Services.
. Discounts may not be combined with any OtllL..-r special tenns, discOlml-, and/or promotions.
Medtronie Fastpak@, Fastpak 2, Lifepak SLA and Lifc-pak NiCd Battery
. Customer retains the responsibility to pcnonn the battery maintenance and evaluation procedures outlined in the
operating instruction manual and to rt.-placc batteries that do not pass the conditions outlined undt..'1" "Discardingl
Recycling Batteries." Batteries failing to meet battery perfonnancc te.<;ts should be removed from service and properly
discarded (recycled).
. If customer provid~ evidf...'Ilce that a Medtronic Battery Pak tails to meet the pcrfonnance tt..'Sts noted above and/or
the Battery Pak age exceeds 2 years, Medtronie shaH replace said Medtronie Battery Pak (like for like) i.e. FASTPAK
for FASWAK, FASTPAK2 for FASTPAK2, LlFEPAK SLA for L1FEPAK SLA, or L1FEPAK NiCd for LIFEPAK NiCd,
up to a maxitmun of 4 Mt->dtronic Battery Paks CVt'I)' two years (including prior Support Plan periods) per LIFEPAK@ 12
defibrillator/monitor (listed on Schedule A). To assist in proper recycling and f(..'1Uova) of low capacity batteries,
replaced Battery Paks become the property of Medtronie and must be retumc-d at the time of exchange.
. Only batteries manufactured by Medtronic are covered lUlder this Service Agreement. Any batteries manufactured by
other sources are expressly excluded from coverage under this Service Agreement. Medtronic cannot guarantee the
operation, safety and/or perfonnance of our pnxluct wht'Il opemting with a non-Medtronic battery. Repairs and inspections
pertbnned lUlder this Agreement meet original equipment manufacturer's product specifications only Whl.'11 operating with
a Medtronic batlt.-ry. Any repairs, as detenuin(,xJ. by a Medtronic Service Representative, resulting from the use of a
non-Medtronic battery, will be billed at our standard list prices for parts and labor, including actual tmvel charges
incurred.
Lifc1'ak@12SollwareUpdates
. If combined Repair and Inspection services arc designated on the Technical Service Support Agreem(''11t inv(,'tltory
for Lifepak 12 units, at the customer'g request, a Mcdtronic Technical Services R(,'Prcsentative will install Lifepak 12
software updates at no additional charge provided it is installed at the time of a r(,"gularly 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 50% discount otTthe current
list price of a new assembly. Sofiwarc 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-OnJ.y services are designak.-d on the Service Ord(..'!' inventory for Lifepak 12 lUlits, at the customer's request
a Medtronic Technical Services Representative will install a Lifepak 12 software update at a discOlUlted price of $205 per
Wlit per sotlwarc update. In addition during the term of this agreement, where an assembly such as a printed circuit board
must be replaced in ordt..'T to install the new sotlwarc, these assemblies may he purchased by the customer at a 5OUA) discotUlt
off the CUJT(''11t list price of a new ass,",'1nbly. The cost (lfthe sollware update will be billed on a separate invoice.
. Discounl<; may not he combined with any oth(,"f special tenus, discoWll<; and/or promotions.
"EXHIBlT .l L\ h
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u
Reference Number: M54-1889
Printed: 11/l1l2005
Renewal
Page 4 of 5
,
MEDTRONIC EMERGENCY RESPONSE SYSTEMS, me.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LlFEPAK@ son AED INSPECTION-DNL Y wrm BATrERY OPTION
. This plan includes periodic inspections as described on Schedule A. I f any repairs are requested by customer that
are not otherwise covered by warranty then customer shall pay Medtronic at its then current labor rate less 10%.
Parts rt.'Quired for such repairs will be at 15% less than the then elUTent list price for the parts.
. Customer rclains the responsibility to petfonn the battery maintenance and evaluation procedures outlined in the
service manual and to replace batteries that do not pa&<> the conditions outlined Wlder "Discarding/Recycling Batteries."
Batterie'S failing to meet battery pctfonnanee tests should he removed from se'!Viee and properly discarded (n:cycled).
. [f customer provides evidence that a Medtronic Battery Pak fails to meet the performance tests noted above and/or
the Battery Pak age exceeds 2 years in the case of seal cd lead acid batteries and 3 years in the case of lithium ion
batteries, Medtronie sbaIl replace said Medtronie Battery Puk (like for like) i.e. LlFEPAK 500 SLA for LlFEPAK 500
SLA or LIFEPAK 500 lithium ion for L1FEPAK 500 hthium ion, up to a maximum of2 LlFEPAK 500 SLA \3atu.'ry Puks
every two years or up to 8 maximum of 1 LIFEPAK SOD lithimn ion Battery Pak every 3 years (including prior Support
Plan periods) per LlFEPAK@500automatieadvisory defihrillator (listed on Schedule A). To assist in proper
recycling fmd n..movat of low capacity batteries, replaced Battery Puks become the property of Medtronic and roLL.;;t be
rctwned at the time of exchange.
. Only batteries manufactrned by Medtronic arc covered under this Service Agreement. Any batteries manufactured by
other sources are expressly excluded from coverage under this Service Agreement. Mcdtronic cannot guarantee the
operation, safety and/or performance of our product when opcmting with a non-Medlronic battery. Repairs and inspections
performed tmdcr this Agreement meet original equipment manufacturer's product speciiications only when operating with
a Medtronic battery. Any repairs, as dctennined by a Mcdtronic Service Representative, resulting from the use ora
non-Medtronic battery, will be billed at our standard list priccs fOT parts and labor, including actual travel charges
incurred.
. Inspections arc performed Monday thra Friday 8am to 5pm (excluding holidays).
"EXHIB1T A S () JJ
Reference Number: M54-1889
Printed: II/I I/2oo5
Renewal
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