Physio Control/FIRE/37,932/data mgmt Physio Control, Inc.
Fire Department 2011
Appropriation #515 -01 P.O. #24258
Contract Not To Exceed $37,932.00
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 Physio Control, Inc., an entity duly authorized to do
business in the State of Indiana "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 515 -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 Thirty Seven Thousand Nine Hundred Thirty Two ($37,932.00) (the
"Estimate Vendor shall submit an invoice to City no more than once every thirty (30) days detailing
the Goods and Services to be 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.
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 those
certain specifications, descriptions and /or quotations regarding same as were provided to Vendor by City
and /or by Vendor to and accepted by City, all of which documents are incorporated herein by reference, and
that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from
defect. In addition to the warranty set forth in this paragraph, Vendor's Warranty is set forth in Vendor's
Technical Service Support Agreement Terms and Conditions attached hereto as Exhibit A.
Dllssorapp+l Wsa d.. edmelA'. haaAProf 5vcc Good Svcs\Firc DgzQ011 V HYSIO-COMROL INC. Goods ram FORM Rcv Aprd 2011.dac:2/28/201 t 4 28 PMT
Physio Control, Inc.
Fire Department 2011
Appropriation #515 -01 P.O. #24258
Contract Not To Exceed S37,932.00
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.
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 waming 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 thirty (30) calendar days 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 Toss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit B. Vendor 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 attomey 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. These indemnification obligations shall survive the termination of this Agreement.
Notwithstanding the above, Contractor shall have the right to self- insure against any and all perils and /or
liabilities against which it would otherwise be required to insure and shall also have the right to effect any
such insurance by means of so- called "blanket' or "umbrella" policies of insurance.
(10uvrapp3 1\,, dam edmmlU W shered1Pref Svo Goods SvulFire Dept 12011\FHYSIPCONTROL INC. Goods It Spica FORM Rev Apn12011.doc 2/28/2012 4 :28 PM)
Physio Control, Inc.
Fire Department 2011
Appropriation #515 -01 P.O. #24258
Contract Not To Exceed $37,932.00
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.
11. 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 govemed 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 state or federal court in 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.
(\Vssstepps Pus. dna nbratoUa %%shoraf'Prof.Svcs Gonds Sv, \Fvo D4pP.20111PHV SIO-CONfROL INC. Goods res FORM Rev April 2011.doc:2/28/2012 4 28 P.M]
Physio Control, Inc.
Fire Department 2011
Appropriation #515 -01 P.O. #24258
Contract Not To Exceed $37,932.00
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
ATTENTION:
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Physio Control, Inc.
11811 Willows Road N.E.
PO Box 97048
Redmond, WA 98073
Telephone: 800 -442 -1142 Ext, 2455
E -Mail:
ATTENTION: General Counsel
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 pursuant to paragraph 8 hereof 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 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 may terminate this Agreement at any time upon sixty (60) 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.
WsIvralpr Nu* data &Law\.A Wvhva1W,o(Svcs Goads SvtAFuc Deo 20111PHYSIO- CONTROL INC. Goods S,fmca FORM Rev Apnl 20114x;2/20/2012 428 PM)
Physio Control, Inc.
Fire Department 2011
Appropriation #515 -01 P.O. #24258
Contract Not To Exceed $37,932.00
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.
20. ADDITIONAL GOODS AND SERVICES
Vendor 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
This agreement shall be in effect from November 1, 2011, through October 31, 2013, unless sooner
terminated in accordance with paragraph 18 hereof.
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 exhibit
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.
[A0nnappsl Wsa data admmUA WsharedlPsciS Cord, Sn_nF'irc Dep020111PHYSIO- CO2.TROL INC. Gods Srvica FOAM Rr Apod 2011 do ,2f20/2012 4 :20 PM]
Physio Control, Inc.
Fire Department 2011
Appropriation #515 -01 P.O. #24258
Contract Not To Exceed $37,932.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA PHYSIO- CONTROL, INC.
by and through its Board of Public
Works and Safety
JL L
By: 1 By
ames Brainard, Presiding Officer Authorized Signature
ate: 3. 7
Bryan deLeuw
P" Printed Name
M.ry An urke, Member
Date: Associate Contract Analyst
Title
r,
L• atson, Member FID/TIN:
91- 0697691
Date: -3
Last Four of SSN if Sole Proprietor: N/A
ATTEST:
Date: 2 1 1
Diana Cordray, IAMC, Clerk- Treasurer
Date:
[,V.„.„, sl d>ve sdmmU.A WASbsed)Prof.Svcs Gads Svcs\Fire Dep,\2011\PNYSIO.CONTROL INC. Goods rocs FORM Rev April 201 I.Cfc:2/28e2012 4,28 PM)
TECHNICAL SERVICE SUPPORT AGREEMENT
Ty' E x� W pis.
;PHYSaO
,CO;NTROL,
Contract Number:
End User 10774201 Bill To 10774201
CARMEL FIRE DEPARTMENT CARMEL FIRE DEPARTMENT
2 CIVIC SQUARE 2 CIVIC SQUARE
CARMEL, IN 46032 CARMEL, IN 46032
This Technical Service Support Agreement begins on 1 1/1/201 1 and expires on 10/31/2013.
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 Phvsio- Control's Data Management Support and Upgrade
Service Terms and Conditions, rev 7/99 -1.
Price of coverage specified on Schedule A is $37,932.00 per term, payable in Annual installments.
Special Terms
15% DISCOUNT ON ACCESSORIES
15% DISCOUNT ON ALL DEFIB /PACING ELECTRODES
Accepted: Physio-Control, Inc. Customer:
By: By:
Title: a Print: A�
Lt
Date:
Title:
jjj✓✓✓ r
Date:
Purchase Order Number:
Territory Rep: EALL72 Customer Contact:
Michael Finnegan Mark Hulea n
Phone: 8004421142 x2455 Phone: 317 571 -2663 ti
FAX: 800-772-3340 FAX: 317- 571 -2615
L
Reference Number: L72 -0028 Renewal
Printed: 9/19/2011 Page I of 5
PHYSIO- CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS
RENEWAL TERMS
Physio Control, Inc.'s ("Physio") 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 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 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 required, 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 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 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 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; case changes; repair or replacement of items not originally
distributed or installed by Physio: 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 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 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 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 pay or reimburse Physio for any taxes assessed Physio, It
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.
WARRANTY
Physio 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 aService was performed or a part was provided. Customer's sole remedy shall be re-
servicing the affected unit and/or replacement 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 MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL PHYSIC 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 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 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 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'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 for 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 Technical Service Support
Agreement or for one (1) year following its expiration without Physio'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 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.
Rev 10/10 r-
cvr._c_2cc
PHYSIO- CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Contract Number:
Servicing Rep: Jimmy Jessie, EALL71
District: CENTRAL
Phone: 800 -442 142 x2554
FAX: 800- 772 -3340
Equipment Location: CARMEL FIRE DEPARTMENT, 10774201
2 CIVIC SQUARE
CARMEL, IN 46032
Scope Of Service AED 1 On Site Inspection per Year with 1 Lithium Battery
Ref Effective Expiration Total
Model Pan Number Serial Number Li ne Date Date Inspections
LIFEPAK4s; 500 3011790-000113 13736715 27 11/1/2011 10/31/2013 2
Scope Of Service On Site Repair and 1 On Site Inspection per Year:M F/8 5
Ref. Effective Expiration Total
Model Part Number Serial Number Line Date Date Inspections
LIFEPAK2o 12 VLP12 -02 -002940 30689228 23 11/1/2011 10/31/2013 2
LIFEPAKQr.12 VLPI2 -02 -002940 30678995 24 11 /1[2011 10/31/2013 2
Scope Of Service Renewal POS LP500 1 On Site Inspection/Yr with 1 Lith Batt
Ref. Effective Expiration Total
Model Pan Number Serial Number Line Date Dare Inspections
LIFEPAK® 500 3011790-000113 13736710 7 11/1/2011 10/31T2013 2
LIFEPAK4)500 3011790- 000113 13736711 8 11/1 /2011 10/31/2013 2
LIFEPAK/ 500 3011790 -000113 13736712 9 11/1/2011 10/31/2013 2
LIFEPAK9500 3011790-000113 13736713 10 11/112011 10/31/2013 2
LIFIPAKOP 500 3011790 000113 13736714 11 11/1/2011 10131/2013 2
LIFEPAK1: 500 3011790-000113 13736716 12 1 1/12011 10/31/2013 2
LIFEPAK® 500 3011790 -001129 31516759 18 11/1/2011 10/31 /2013 2
LIFEPAK 8 500 3011790 001129 31516775 19 1 1/11201 1 10/312013 2
LIFEPAK) 500 3011790- 001129 31516802 20 11/12011 10/31 /2013 2
LIFEPAW& 500 3011790- 001129 31516822 21 11/1/2011 10/31 /2013 2
I
LIFEPAK8 S00 3011790- 001129 31516823 22 11/1/2011 10/31/2013 2
Scope Of Service Renewal POS On Site Repair 1 On Site Inspection per Year
Ref. Effective Expiration Total
Model Pan Number Serial Numba Line Date Date Inspections
LIFEPAK8- 12 UVLP12 -02- 000476 11870820 1 I 1/12011 10/31 /2013 2
LIFEPAK8 12 VLP12 -02- 001385 12984816 2 11/12011 10/31/2013 2
IJFEPAKZ) 12 VLP12 -02- 001385 12984817 3 11/12011 10/312013 2
LIFEPAKt 12 VLP12 -02 -001385 12984818 4 11 /12011 10/31/2013 2
Reference Number: L72 -0028 Renewal
Printed: 9/19/2011 Page 2 of 5
A 3 17 b
LIFT PAKV 12 VLPI2 -02 001385 13044134 5 11/1/201I 10/31/2013 2
LIFEPAK* 12 VLPI2 -02-001385 13044135 6 11/12011 10/312013 2
LIFE PAKt8/ 12 VLPI2 -02 002982 14210497 13 1 1/1/2011 10/31/2013 2
LIFEPAKV 12 VLPI2 -02 002982 14210498 14 11/12011 10/31/2013 2
L1FEPAK8 12 VLP12 -02-002936 31516389 15 I1 /12011 10/312013 2
LIFEPAKSs 12 VLPI2 -02 002936 31516390 16 11 /1 /2011 10/3112013 2
LIFEPAK3 12 VLPI2 -02. 002936 31516391 17 11/12011 10/31/2013 2
1..11-'EPAK'8 u 12 VLPI2 -02 007228 36266689 25 11/1 /2011 10/312013 2
LIFEPAK40 12 VLP12 02-007228 36266691 26 11/1/2011 10/31/2013 2
Denotes an inventory line that has changed since the last contract revision or addendum.
6-- fib f
Reference Number: L72-0028 Renewal
Printed: 9/19/2011 Page 3 of 5
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAKiV 12 (LP 12) Defibrillator/Monitor Service includes:
Standard detachable hard paddle repairs
LP12 upgrade installed by Physio- Control Technical Services Representative at a rate of 17% less than the then- current
field installed list price
All Physio- Control battery, charging systems owned by contract end user. up to a one for -one basis with the total number
of LP12 defibrillator/monitor's listed in Schedule A.
AC Power Adapter repair /replacement
DC Power Adapter repair /replacement
Replacement of Physio- Control FASTPAKSt). FASTPAK 2, LIFEPAK SLA, LIFEPAK NiCd Battery. and LIFEPAK
1.i -ion Batten
Battery maintenance. perfonnance testing, evaluation, removal. recycling. and replacement are the Customer's responsibility and
should be performed in accordance with the LP 12 Series Operating Instructions section entitled Iiscarding/Recycling Batteries.
Battery replacement is available upon completion of the second year of use on a one for -one basis. up to the number of devices
listed in Equipment Inventory, Schedule A. Replacement batteries shall be like- for -like (i.c. FASTPAK for FASTPAK. LIFEPAK
LI -ion for LIFEPAK L1-ion. etc.).
One for -one, like- for -like battery replacement is available prior to the completion of second year of use upon battery failure as
determined by Customer's performance testing and evaluation in accordance with the LP 12 Operating Instructions section entitled
Discarding/Recycling Batteries. During the Term of this Agreement, no -charge replacement for battery failure shall occur no more
than four (4) times per two -year period for Physio Control FASTPAK®. FASTPAK 2. LIFEPAK SLA, LIFEPAK NiCd Battery,
and no more than three (3) times per two -year period for Li -ion batteries, regardless of any terns in prior Support Plans.
Battery replacement is dependent upon Customer's notice to Physio Control of the completion of the second year of use or battery
failure as determined by Customer's performance testing and evaluation. At the discretion of Physio Control. battery replacement
shall be accomplished 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 battery being replaced becomes the
property of Physio Control. and Customer must return the battery being replaced to Physio- Control for proper disposal. If
Physio- Control does not receive the battery 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 ofa 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 arc 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 they are installed at the time ofa regularly
scheduled inspection. In addition, during the Term of this Agreement, where an assembly, i.e., printed circuit board must he
replaced to accommodate installation of new software. such assembly may be purchased by the Customer at a rate of 50% Tess 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 of 5205.00 per unit per software update. The cost of such software update will be billed in a separate invoice.
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 al 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.
Reference Number: L72-0028 Renewal
Printed: 9/19/2011 Page 4 of 5
PHYSIO- CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
Coin Cell Battery Replacement
Physio Control will replace the internal coin cell battery according to the number of such batteries iistexl 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.
LP 12 Defibrillator/Monitor Service does not include repair or replacement of the following:
Internal. sterilizable and pediatric paddles
Sp02 sensors and cables
Communication cables
Therapy cables
Patient cables
PCMCIA moderns
Case changes
Discounts will not be combined with other special terms. discounts. and/or promotions.
LIFEPAK® 500 AED INSPECTION -ONLY WITH 13ATI'ERY OPTION
lnspextions are performed Monday thru Friday Sam to 5pm (excluding holidays)
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 Batten
Pak age exceeds 2 years in the case of sealed lead acid batteries and 5 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
tnr 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 every 5 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.
At the time of inspection, a Physio Control Technical Service Representative will install the latest version of software available at
the time of service. Software updates requested to be installed at a time other than the regularly scheduled time of inspection will be
billed at $205 per unit per software update. The cost of the software update will be billed on a separate invoice.
to k2
Reference Number. L72 -0028 Renewal
Printed: 9/19/2011 Page 5 of 5