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2014-28452 Reso RESOLUTION NO. 2014-28452 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE AN AMENDMENT TO THE TECHNICAL SERVICE SUPPORT AGREEMENT BETWEEN THE CITY AND PHYSIO CONTROL, INC., TO ADD FOUR (4) LIFEPAK 15S AND FIVE (5) LIFEPAK 1000S DEFIBRILATORS TO THE MAINTENANCE CONTRACT, IN THE ADDITIONAL AMOUNT OF $10,975.27. WHEREAS, the Fire, Department has used defibrillators/monitors and Automated External Defibrillators _(AED's) manufactured by Physio-Control Inc., for over twenty-five years; and WHEREAS, Physio-Control Inc., continues to be the only source from which to obtain the LIFEPAK defibrillator/monitor family of products, including accessories, repair parts and upgrades, remanufactured devices and services; and WHEREAS, to protect the City from excessive maintenance costs, the City also entered into an annual Technical Service Support Agreement with Physio-Control Inc., the manufacturer for the past twenty years; and WHEREAS, the executed amendment extended the term of the Agreement until September 30, 2015, and included additional devices to the maintenance contract; and WHEREAS, on May 12, 2010, the Mayor and City Commission authorized, pursuant to Resolution No. 2010-27387, an amendment to the Technical Service Support Agreement with Physio-Control, Inc.; and WHEREAS, the City needs to amend the current Technical Service Support Agreement once again in order to add four (4) LIFEPAK 15s and five (5) LIFEPAK 1000s to the maintenance contract; and WHEREAS, the current cost of the five (5) year Agreement is $134,866.33, payable in annual installments through the Agreement expiration date of September 30, 2015; and WHEREAS, the additional equipment will increase the service support amount by $10,975.27, through the Agreement expiration date of September 30, 2015, to a new total of $145,841.61: NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby authorize the City Manager and City Clerk to execute an amendment to the Technical Service Support Agreement between the City and Physio- Control, Inc., adding coverage for an additional four (4) LIFEPAK 15s and five (5) LIFEPAK 1000s, in the amount of $10,975.27, for a new total Technical Service Support Agreement amount of$145,841.61. PASSED AND ADOPTED this lS day of 741ftkar 014. ATTEST: ��.• - Z2� Raf el Granado C Clerk �Ap t� Y :INCOP,P O�A�Pirp„Lev” e D AS TO T:\AGENDA\2014\Januaryl5\Procurem t end Te finical Sermce'S Po a ent PhysioControl-I RRQME FORM&LANGUAGE &FOR EXECUTION ` L - L C�Viiityyy AftorneKp Date COMMISSION ITEM SUMMARY Condensed Title: A Resolution Of The Mayor And City Commission Of The City Of Miami Beach, Florida,Authorizing The City Manager And City Clerk To Amend And Execute The Technical Service Support Agreement Between The City And Ph sio-Control, Inc. Key Intended Outcome Supported: Increase community satisfaction with City government. Supporting Data (Surveys, Environmental Scan, etc: N/A Item Summa /Recommendation: An automated external defibrillator(AED)and a LIFEPAK monitor/defibrillator are portable devices used by emergency medical personnel that monitor heart rhythm and, if needed, delivers an electric shock to the heart in an attempt to restore normal rhythm in cases such as sudden cardiac arrest. The Fire Department has used, as its standard, Physio-Control AEDs and LIFEPAK monitor/defibrillator equipment exclusively for over twenty-five years. Standardization on one system is necessary for training and for purposes of consistency. Currently,the existing units are serviced under a Technical Service Support Agreement,authorized by Resolution No. 2010-27387 at a total cost of $134,866.33 for (5) years of coverage. The remaining balance on the agreement through September 30,2015 is$60,824.28.Adding the nine (9) recently acquired units to the Technical Service Support Agreement will increase the cost by $10,975.27 through the current contract expiration date of September 30, 2015, for a new total of $145,841.61. This item seeks approval to amend the Technical Service Support Agreement in order to add nine (9) recently acquired AEDs and LIFEPAK monitor/defibrillator units. Physio- Control, Inc., the manufacturer of LIFEPAK AED and monitor/defibrillator units, is the only source from which to obtain maintenance services for AED units and related items. The Administration recomme n ds that the Mayor and Ci ty Commission adopt the attached resolution authorizing the City Manager and City Clerk to amend and execute the Technical Service Support Agreement between the City and Physio-Control Inc.,adding coverage for nine(9) recently acquired AED and monitor/defibrillator units through the contract expiration date of September 30, 2015. ADOPT THE RESOLUTION Advisory Board Recommendation: Financial Information: Source of Amount Account Fun - 1 $10,975.27 011-1220-000325 2 BPI Total 1 $10,975.27 Financial Impact Summary: City Clerk's Office Legislative Tracking: Alex Denis, Extension 6641 Si n-Offs: D artment Direc*rn Assistant C4tipanager City M n RVer AD JO KGB" . JLM T:\AGE A\2014January15\Amend Technical tervices Support Agreement h sioControl - Summary.doc AGENDA ITEM C f- - � MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl:gov COMMISSION MEMORANDUM TO: Mayor Philip Levine and Members f the City ommission FROM: Jimmy L. Morales, City Manager DATE: January 15, 2014 SUBJECT: A RESOLUTION OF THE MAYOR ND CITY COMMISSION, OF THE CITY OF MIAMI BEACH, FLORIDA, AUTH RIZING THE CITY MANAGER AND CITY CLERK TO AMEND AND EXECUTE THE TECHNICAL SERVICE SUPPORT AGREEMENT BETWEEN THE CITY AND PHYSIO CONTROL, INC. ADMINISTRATION RECOMMENDATION Adopt the Resolution. KEY INTENDED OUTCOME Increase community satisfaction with City government FUNDING Account No. 011-1220-000325-$10,975.27 BACKGROUND INFORMATION An automated external defibrillator(AED)and a LIFEPAK monitor/defibrillator are portable devices used by emergency medical personnel that monitor heart rhythm and, if needed, delivers an electric shock to the heart in an attempt to restore normal rhythm in cases such as sudden cardiac arrest. The Fire Department has used, as its standard, Physio-Control AEDs and LIFEPAK monitor/defibrillator equipment exclusively for over twenty-five years. Standardization on one system is necessary for training and for purposes of consistency. Currently, the existing units are serviced under a Technical Service Support Agreement, authorized by Resolution No. 2010-27387 at a total cost of $134,866.33 for (5) years of coverage. The remaining balance on the agreement through September 30, 2015 is $60,824.28. Adding the nine (9) recently acquired units to the Technical Service Support Agreement will increase the cost by$10,975.27 through the current contract expiration date of September 30, 2015,for a new total of$145,841.61. This item seeks approval to amend the Technical Service Support Agreement in order to add nine (9) recently acquired AEDs and LIFEPAK monitor/defibrillator units. Physio-Control, Inc.,the manufacturer of LIFEPAK AED and monitor/defibrillator units, is the only source from which to obtain maintenance services for AED units and related items. CONCLUSION The Administration recommends that the Mayor and City Commission adopt the attached resolution authorizing the City Manager and City Clerk to amend and execute the Technical Service Support Agreement between the City and Physio-Control Inc., adding coverage for nine(9) recently acquired AED units through the contract expiration date of September 30, 2015. T:\AGENDA\2014\Januaryl5\Procurement\AmendTechnicalServiceSupportAgreementPhysioControl-MEMO.doc TECHNICAL SERVICE SUPPORT AGREEMENT PHYSIO : ADDENDUM Contract Number:PB 15BO41 End User# 02760002 Bill To# 02760002 CITY OF MIAMI BEACH FIRE& CITY OF MIAMI BEACH FIRE& RESCUE RESCUE 2300 PINE TREE DR 2300 PINE TREE DR MIAMI BEACH,FL 33140 MIAMI BEACH,FL 33140 This Technical Service Support Agreement begins on 6/1/2010 and expires on 9/30/2015. 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 $145,841.61 per term,payable in Annual installments. This price represents an adjustment of$10,975.27 based on this contract's previous price of$134,866.33 Special Terms 15%DISCOUNT ON ALL ELECTRODES 15%DISCOUNT ON ACCESSORIES Accepted:Physio-Control,Inc. Customer: By: By: Title: Print: Date: Title: Date: Purchase Order Number: PB 15BO41 Territory Rep: EAVV67 Customer Contact: Miguel Rodriguez Chief Francois Betancourt Phone: Phone: 305.673.7130 FAX: 800-772-3340 FAX: 305.673.7881 Reference Number: V67-1124 Addendum Printed: 12/27/2013 Page 1 of 10 PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS Customer's signature on this Agreement or a valid purchase order referencing this Technical Service Support Agreement is required prior to Physio-Control's acceptance and performance of this Agreement.This Agreement covers only the equipment listed on Schedule A("Covered Equipment").These terms constitute the complete agreement between the parties and they shall govern over any other documents,including Customer's purchase order.These terms may not be revised in any manner without the prior written consent of Physio-Control. SERVICES.The Services provided under this Agreement are set forth on Schedule A.Physio-Control strives,but does not guarantee, to return service calls within two(2)hours and to resolve service issues within twenty-four.(24)hours.Following Services, Physio-Control will provide Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended for replacement.The following Services are available and further described as they relate to each specific Physio-Control device on Schedule B: "Repair Plus Service"or"Repair Only Service"means repairs,Battery Replacement Service,parts and labor necessary to restore Covered Equipment to original specifications,subject to Exclusions(as set forth below). "Preventative Maintenance"or"Inspection Only Service"means inspection and adjustment to maintain Covered Equipment in satisfactory operating condition.Inspections include tests,measurements,and a thirty-point evaluation of Covered Equipment. Covered Equipment is properly calibrated,mechanical operations are checked and adjusted,if necessary,and output measurements are verified to function properly.Electrical safety checks are also performed in accordance with National Fire Protection Association(NFPA)guidelines.Preventative Maintenance and Inspection Only Service are subject to Exclusions. "Comprehensive Service"or"Repair&Inspect Service"means repairs,Battery Replacement Service,parts and labor necessary to restore Covered Equipment to original specifications,and inspections to verify proper device calibration,mechanical operations and output measurements,electrical safety check in accordance with NFPA guidelines,and Updates(as set forth below),subject to Exclusions. "Battery Replacement Service"means replacement of batteries on a one-for-one,like-for-like basis,up to the number of batteries and/or devices listed in Schedule A.Only batteries manufactured or distributed by Physio-Control are eligible for replacement. Battery replacement is available upon Customer notification to Physio-Control of the occurrence of:(i)battery failure as determined by Customer's performance testing and evaluation in accordance with the applicable Operating Instructions;or(ii)the end of the useful life of the battery as set forth in the applicable Operating Instructions. 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 a replacement battery,the battery being replaced shall become the property of Physio-Control,and Customer must return the battery being replaced to Physio-Control for proper disposal.In the event that Physio-Control does not receive the battery being replaced,Physio-Control will invoice Customer the then-current rate for the replacement battery. "On-Site Service"means that a Physio-Control factory-trained technician will provide Services at Customer's location.Services will be performed between 8:00am and 5:00pm local time,Monday through Friday,excluding holidays.Customer is to ensure Covered Equipment is available for Services at scheduled times.Some Services may not be completed On-Site.Physio-Control will cover travel and/or round-trip freight for Covered Equipment that must be sent to our designated facility for repair. "Ship-In Service"means that Services will be performed at Physio-Control's designated facility.Physio-Control will cover round-trip freight for Covered Equipment that is sent to our designated facility for Services. If Covered Equipment is not available when Services are scheduled or Customer requests services or goods not covered by this Agreement or outside of designated Services frequency or hours,Physio-Control will charge Customer for such services at 10%off Physio-Control's standard rates(including overtime,if appropriate)and applicable travel costs in addition to the contract price.Repair parts required for such repairs will be made available at 15%off the then-current list price. EXCLUSIONS.Unless otherwise specified,Services do not include the following Exclusions: ❑ supply or repair of accessories or disposables ❑ repair of damage caused by misuse,abuse,abnormal operating conditions,operator errors,acts of God,and use of batteries,electrodes,or other products not distributed by Physio-Control ❑ case changes ❑ repair or replacement of items not originally distributed or installed by Physio-Control ❑ Upgrades,and installation of Upgrades ❑ battery maintenance,performance testing,evaluation,removal,and recycling LOANERS.If Covered Equipment must be removed from use to complete Services,Physio-Control will provide Customer with a loaner device,if one is available,until the Covered Equipment is returned.Customer assumes complete responsibility for the loaner Reference Number: V67-1124 Addendum Printed: 12/27/2013 Page 2 of 10 and shall return the loaner at Customer's expense to Physio-Control in the same condition as received,upon the earlier of the return of the removed Covered Equipment or Physio-Control's request. UPDATES."Update"means a change to a device to enhance its current features,stability,or software. If Comprehensive Service or Repair&Inspect Service is designated for Covered Equipment on Schedule A,Physio-Control will install Updates at no additional cost,provided such Updates are installed at the time of regularly scheduled Services.Updates installed on Covered Equipment designated on Schedule A as Repair Plus Service,Repair Only Service,Preventative Maintenance Service,Inspection Only Service, or at a time other than regularly scheduled Comprehensive Service or Repair&Inspect Service,will be billed on a separate invoice at 20%off the then-current list price of the Update.For all Service plans,if parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the then-current list price. UPGRADES."Upgrade"means a major,standalone version of software or the addition of features or capabilities to a device.For all Service plans,Upgrades must be purchased separately and are not provided under this Agreement.Upgrades are available at a rate of 17%off the then-current list price. PRICING.Pricing is set forth on the first page of this Agreement,or in the Quote and/or Invoice for the Services purchased. Prices do not include taxes.Sales,service or use taxes will be invoiced in addition to the price of the goods and Services covered by this Agreement unless Physio-Control receives a copy of a valid exemption certificate.If the number or configuration of Covered Equipment changes during the Tenn,pricing shall be pro-rated accordingly.For Preventative Maintenance Service,Inspection Only Service,Comprehensive Service,and Repair&Inspect Service,no pricing deduction will be made for removal of Covered Equipment if preventative maintenance and inspection have already been performed during the Term and no further preventative maintenance and inspection are scheduled to occur.Discounts may not be combined with other special terms,discounts,and/or promotions. PAYMENT.Payment is due within thirty(30)days of invoice date. WARRANTY.Physio-Control warrants Services performed under this Agreement and repair/replacement parts provided in performing such Services against defects in material and workmanship for ninety(90)days from the date Services were performed or a repair/replacement part was provided.Customer's sole remedy shall be reservicing the affected Covered Equipment and/or replacement of any part determined to be defective,without additional charge,provided Customer notifies Physio-Control of any allegedly defective condition within ten(10)calendar days of its discovery by Customer.Physio-Control makes no other warranties, express or implied,including,without limitation,NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,AND IN NO EVENT SHALL PHYSIO-CONTROL BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL,SPECIAL,OR OTHER DAMAGES. TERM.The Term of this Agreement is set forth on the first page of this document,or in the Quote and/or Invoice for the Services purchased.This Agreement shall automatically renew unless terminated by either party with written notice thirty(30)days prior to the expiration of the then-current Term.Prices are subject to change upon renewal. TERMINATION.Either party may terminate this Agreement for material breach by the other party by providing thirty(30)days'written notice to the other party,and provided such breach is not cured within the notice period.In addition,either party may terminate this Agreement at any time upon sixty(60)days'prior written notice to the other party.In the event of such early termination by Customer, Customer shall be responsible for the portion of the designated price which corresponds to the portion of the Term prior to the effective date of termination and the list-price cost of any preventative maintenance,inspections,or repairs rendered during the Term. 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. DEVICE INSPECTION BEFORE ACCEPTANCE.Any device that is not covered by either a Physio-Control Limited Warranty or a current Physio-Control Technical Service Support Agreement must be inspected and repaired(if necessary)to meet original specifications at then-current list prices prior to being covered under a Technical Service Support Agreement.Physio-Control reserves the right to refuse to support any device that has been remanufactured by a company other than Physio-Control. MISCELLANEOUS.(a)During the Term of this Agreement and for one(1)year following its expiration,without Physio-Control's prior written consent,Customer agrees to not to solicit or offer employment to anyone who is employed by Physio-Control to provide Services such as those described in this Agreement;(b)this 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)this Agreement shall be governed by the laws of the State in which the Services are provided;(d)all costs and expenses incurred by the prevailing party related to the enforcement of its rights under this Agreement,including reasonable attorney's fees,shall be reimbursed by the other party. Reference Number: V67-1124 Addendum Printed: 12/27/2013 Page 3 of 10 PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: PB15BO41 Servicing Rep: Miguel Rodriguez,EAVV67 District: SOUTHEAST Phone: FAX: 800-772-3340 Equipment Location: CITY OF MIAMI BEACH FIRE&,02760002 RESCUE 2300 PINE TREE DR MIAMI BEACH,FL 33140 Scope Of Service On Site Comprehensive Coverage Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFEPAK®1000 320371500229 41483268 46** 1/1/2014 9/30/2015 1 LIFEPAK 61000 320371500229 41483269 47** 1/1/2014 9/30/2015 1 LIFEPAK 81000 320371500229 41483270 48** 1/1/2014 9/30/2015 1 LIFEPAK 01000 320371500229 41483271 49** 1/1/2014 9/30/2015 1 LIFEPAK 01000 320371500229 41483272 50** 1/1/2014 9/30/2015 l Scope Of Service On Site Inspection Only- 1 Inspection per Year:M-F/8-5 Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFEPAK 01000 320371500021 34983222 18** 10/1/2010 9/30/2015 5 LIFEPAK 81000 320371500021 34983223 19** 10/1/2010 9/30/2015 5 LIFEPAK 81000 320371500021 34983224 20** 10/1/2010 9/30/2015 5 LIFEPAK 81000 320371500021 34983225 21** 10/1/2010 9/30/2015 5 LIFEPAK 61000 320371500021 34983226 22** 10/1/2010 9/30/2015 5 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 LIFEPAK9 12 VLP12-02-007228 36999239 9 10/1/2010 9/30/2015 5 LIFEPAK® 12 VLP12-02-007228 36999240 10 10/1/2010 10/17/2010 1 LIFEPAK®12 VLP12-02-005985 34955176 11** 10/1/2010 4/1/2013 2 LIFEPAKO12 VLP12-02-005985 34955180 12** 10/1/2010 9/30/2015 5 LIFEPAK®12 VLP12-02-003974 31485869 13** 10/l/2010 9/30/2015 5 LIFEPAK®12 VLP12-02-003974 31485870 14** 10/1/2010 9/30/2015 5 LIFEPAK®12 VLP12-02-002379 13453048 15** 10/1/2010 9/30/2015 5 LIFEPAK®12 VLP12-02-000741 12119146 16** 10/l/2010 9/30/2015 5 LIFEPAK®12 VLP12-02-000741 12119147 17** 10/1/2010 9/30/2015 5 LIFEPAK®15 V15-2-001603 41257104 42** 4/15/2014 9/30/2015 1 LIFEPAK®15 V15-2-000051 40160124 43** 1/1/2014 9/30/2015 1 Reference Number: V67-1-124 Addendum Printed: 12/27/2013 Page 4 of 10 LIFEPAK@ 15 V15-2-001603 41469439 44** 1/1/2014 9/30/2015 1 LIFEPAK@ 15 V15-2-001603 41257160 45** 4/15/2014 9/30/2015 1 LIFEPAK@ 500 3011790-000113 13604947 23** 10/1/2010 9/30/2015 5 LIFEPAK@ 500 3011790-000113 13802778 24** 10/1/2010 9/30/2015 5 LIFEPAK@ 500 3011790-000113 13802779 25** 10/1/2010 9/30/2015 5 LIFEPAK@ 500 3011790-000113 13802781 26** 10/1/2010 9/30/2015 5 LIFEPAK@ 500 3011790-000113 13805762 27** 10/1/2010 9/30/2015 5 LIFEPAK@ 500 3011790-000113 13840902 28** 10/1/2010 9/30/2015 5 LIFEPAK@ 500 3011790-000113 13840905 29** 10/1/2010 9/30/2015 5 LIFEPAK@ 500 3011790-000113 13840906 30** 10/1/2010 9/30/2015 5 LIFEPAK8 500 3 0117 90-00011 3 13840908 31** 10/1/2010 9/30/2015 5 LIFEPAK@ 500 3011790-000113 13840938 32** 10/1/2010 9/30/2015 5 LIFEPAK@ 500 3011790-000113 13840939 33** 10/1/2010 9/30/2015 5 LIFEPAK®500 3011790-000113 13840940 34** 10/1/2010 9/30/2015 5 LIFEPAK9 500 3011790-000113 13840941 35** 10/1/2010 9/30/2015 5 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 30433192 36** 10/1/2010 9/30/2015 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30433193 37** 10/1/2010 9/30/2015 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30436370 38** 10/1/2010 9/30/2015 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30436372 39** 10/1/2010 9/30/2015 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30436373 40** 10/1/2010 9/30/2015 0 Scope Of Service POS LP 15 On Site Repair and 1 Insp per Year:M-F/8-5 Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFEPAK@ 15 V 15-2-000051 39054727 41** 8/29/2010 9/30/2015 5 LIFEPAK@ 15 V15-2-000051 38560013 3 6/1/2010 9/30/2015 5 LIFEPAK@ 15 V15-2-000051 38560014 4 6/1/2010 9/30/2015 5 LIFEPAK@ 15 V15-2-000051 38560018 5 6/1/2010 9/30/2015 5 LIFEPAK®15 V15-2-000051 38560030 6 6/1/2010 9/30/2015 5 LIFEPAK@ 15 V15-2-000051 38560032 7 6/1/2010 9/30/2015 5 LIFEPAK@ 15 V 15-2-000051 38560033 8 6/1/2010 9/30/2015 5 LIFEPAK@ 15 V15-2-000051 38537164 1 6/1/2010 9/30/2015 5 LIFEPAK@ 15 V15-2-000051 38553545 2 6/1/2010 9/30/2015 5 **Denotes an inventory line that has changed since the last contract revision or addendum. Reference Number: V67-1124 Addendum Printed: 12/27/2013 Page 5 of 10 MEDTRONIC EMERGENCY RESPONSE SYSTEMS,INC. TECHNICAL, SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: PB15B041 Additional Items Service Type Item Quantity Start Date End Date CASE CHANGE LP 12/15/20 CASE CHG 6-10 10 6/1/2010 9/30/2015 `*Denotes an additional item line that has changed since the last contract revision or addendum. Reference Number: V67-1124 Addendum Printed: 12/27/2013 Page 6 of 10 PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK® 12 Defibrillator/Monitor Repair Service includes: •Standard detachable hard paddle repairs. •Power Adapter repair/replacement. •Replacement of failed internal coin cell batteries. •Preventative replacement of internal coin cell batteries up to the number of coin cell batteries listed in the Additional Items section of Schedule A according to Physio-Control service specifications. •Battery Coverage •Replacement of four(4)Physio-Control FASTPAK®,FASTPAK 2,LIFEPAK SLA,LIFEPAK NiCd Battery every two years,or upon battery failure; OR •Replacement of three(3)LIFEPAK Li-ion Batteries every two years,or upon battery failure. LIFEPAK® 15 Mon itor/DefibriIlator Services LIFEPAK®15 Monitor/Defibrillator Repair&Inspect Service Inspections at intervals set forth on Schedule A Parts and labor necessary to restore device to original specifications,subject to Exclusions Standard detachable hard paddles repair or replacement REDI-CHARGE®battery charger(Catalog#11141-000115)repair or replacement of one for each LIFEPAK 15 Monitor/Defibri llator listed in Schedule A and as determined necessary by Physio-Control Power Adapter repair or replacement Battery Replacement Service o Replacement of three(3)LIFEPAK Lithium-ion batteries every two(2)years,or upon battery failure Updates installed at no additional cost,provided such Updates are installed at the time of regularly scheduled Services. If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30% off the then-current list price. LIFEPAK® 15 Monitor/Defibrillator Repair Only Service Parts and labor necessary to restore device to original specifications,subject to Exclusions Standard detachable hard paddles repair or replacement REDI-CHARGE®battery charger(Catalog# 11141-000115)repair or replacement of one for each LIFEPAK 15 Monitor/Defibrillator listed in Schedule A and as determined necessary by Physio-Control Power Adapter repair or replacement Battery Replacement Service o Replacement of three(3)LIFEPAK Lithium-ion batteries every two(2)years,or upon battery failure Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the then-current list price. LIFEPAK® 15 Monitor/Defibrillator Inspection Only Service Inspections at intervals set forth on Schedule A Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the then-current list price. Reference Number: V67-1124 Addendum Printed: 12/27/2013 Page 7 of 10 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK®500 AED Repair Service includes: •QUIK-COMBOTM Patient Simulators repair/replacement. •Replacement or repair of Physio-Control battery chargers on a one-for-one basis with the total number of LIFEPAK 500 AEDs listed on Schedule A,and as determined necessary by Physio-Control. •Battery Coverage o Replacement of up to one(1)LIFEPAK 500 SLA Battery Pak every year for each LIFEPAK 500 AED listed on Schedule A,or upon battery failure; OR o Replacement of up to one(1)LIFEPAK 500 Li-SO2 Battery Pak every five(5)years for each LIFEPAK 500 AED listed on Schedule A,or upon battery failure. Reference Number: V67-1124 Addendum Printed: 12/27/2013 Page 8 of 10 PHYSIO-CONTROL., INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK® 1000 AED Inspection-Only with Battery Replacement Service includes: •Periodic inspections as set forth on Schedule A. •Updates installed a no additional cost provided such Updates are installed at the time of regularly scheduled service.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 50%less than the then-current list price.Updates installed at a time other than regularly scheduled service will be billed on a separate invoice at the then-current list price less 20%. •Battery Coverage o Replacement of up to one(1)LIFEPAK 1000 Rechargeable Battery Pak every two(2)years,or upon failure; OR o Replacement of up to one(1)LIFEPAK 1000 Li-ion Battery Pak every five(5)years for each LIFEPAK 1000 AED listed on Schedule A,or upon failure. Reference Number: V67-1124 Addendum Printed: 12/27/2013 Page 9 of 10 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK® 1000 Automated External Defibrillator Services LIFEPAK® 1000 AED Comprehensive Service •Preventative maintenance and inspections at intervals set forth on Schedule A •Parts and labor necessary to restore device to original specifications,subject to Exclusions •QUIK-COMBO®Patient Simulator repair or replacement of one for each LIFEPAK 1000 AED listed on Schedule A and as determined necessary by Physio-Control •LIFEPAK 1000 Defibrillator Battery Charger repair or replacement of one for each LIFEPAK 1000 AED listed on Schedule A and as determined necessary by Physio-Control •Battery Replacement Service •Replacement of up to one(1)LIFEPAK 1000 Defibrillator Rechargeable Battery Pak every two(2)years for each LIFEPAK 1000 AED listed on Schedule A,or upon battery failure;or •Replacement of up to one(1)LIFEPAK 1000 Defibrillator Lithium-ion Battery Pak every five(5)years for each LIFEPAK 1000 AED listed on Schedule A,or upon battery failure •Updates installed at no additional cost,provided such Updates are installed at the time of regularly scheduled Services. If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the then-current list price. LIFEPAK® 1000 AED Repair Plus Service •Parts and labor necessary to restore device to original specifications,subject to Exclusions •QUIK-COMBO®Patient Simulator repair or replacement of one for each LIFEPAK 1000 AED listed on Schedule A and as determined necessary by Physio-Control •LIFEPAK 1000 Defibrillator Battery Charger repair or replacement of one for each LIFEPAK 1000 AED listed on Schedule A and as determined necessary by Physio-Control •Battery Replacement Service o Replacement of up to one(1)LIFEPAK 1000 Defibrillator Rechargeable Battery Pak every two(2)years for each LIFEPAK 1000 AED listed on Schedule A,or upon battery failure;or o Replacement of up to one(1)LIFEPAK 1000 Defibrillator Lithium-ion Battery Pak every five(5)years for each LIFEPAK 1000 AED listed on Schedule A,or upon battery failure •Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the'then-current list price. LIFEPAK® 1000 AED Preventative Maintenance Service •Preventative maintenance and inspections at intervals set forth on Schedule A •Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the then-current list price. Reference Number: V67-1124 Addendum Printed: 12/27/2013 Page 10 of 10 I ' I Physio-Control, Inc. Ulesavinc starts he2... AWKSS November 18, 2013 PHONE Frank Betancourt, EMS Division Chief G NFAA. u4,�1::-�::,;; Miami Beach Fire Department, Rescue Division s.s f:EE 2300 Pinetree Drive Miami Beach, FL 33140 www.physio•control.com Dear EMS Division Chief Betancourt: In response to your recent request, I am writing to confirm that Physio-Control, Inc. is the sole source provider in your marketplace for: • New LIFEPAKS devices • Our factory refurbished line of RELI devices • LIFENET® Data Management Solutions • The LUCAS`S Chest Compression System • Factory-authorized inspection and repair services which include repair parts, upgrades, inspections, and repairs Physio-Control does not utilize the services of any authorized resellers in the sale of these products and services in your marketplace. Best regards, Elizabeth Frazier Associate Contract Analyst Physio-Control, Inc. 11811 Willows Road NE Redmond, WA 98052-2003 1010-27387 RESOLUTION NO] A RESOLUTION OF THE MAYOR AND CITY COMMISSION, OF THE CITY OF MIAMI BEACH, FLORIDA, FI A S® LE -SOURCEUREIVI<ENT-PUSLIANT T® SEOTIOIV-2-36-1-1d) OF THE-.^.fT�:vODE,_AND AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO AMEND AND EXECUTE THE TECHNICAL SERVE SUPPORT' AGREEMENT BETWEEN THE CITY AND PHSYIO CONTROL, INC., -CURRENTLY SET TO EXPIRE ON SEPTEMBER 30,.2010; ALLOWING THE NEW TERM TO COMMENCE ON JUNE 1, 2010, AND END ON SEPT-EMBER 309 20159 IN THE ESTIMATED ANNUAL AMOUNT OF $26,974; ADDING COVERAGE FOR AN ADDITIONAL TWO (2) LIFEPAK 12 MONITOR/DEFIBRILLATORS 'THAT ARE. NO LONGER -UNDER WARRANTY, AND ONE (1) ADDITIONAL AUTOMATED EXTERNAL DEFIBRILLATOR (AED) NOT PREVIOUSLY COVERED IN THE AGREEMENT; AND FURTHER ADDING COVERAGE FOR EIGHT (8) LIFIEPAK 15 MONITOR/DEFIBRILLATORS, OF WHICH THE FACTORY WARRANTY WILL EXPIRE IN JANUARY, 2011. WHEREAS, the Fire Department has used Physio Control/Medtronic Defibrillators/Monitors and Automated External Defibrillators (A.80's) exclusively for the past twenty-five years; and WHEREAS, to protect the City from excessive maintenance costs, the :.Administration has entered into an annual Technical Service Support Agreement with the manufacturer-for the past twenty years; and WHEREAS; the first annual installment'on the proposed 5-year extension, is due in October,..2010 for FY 2011, and will cover an additional three (3)devices as well as eight (8) Lifepak 15 Monitor/Defibrillators that will have the factory warranty expire-during -FY 201-0/2011; and WHEREAS,. this 5-year extension will provide cost certainty on subsequent annual installments through Fiscal Year 2014/2015; and WHEREAS, Physio Control, Inc., a division of Medtronic, Inc., is the only source from which to obtain the Lifepak defibrillator/monitor family of products, including accessories, repair parts and upgrades, remanufactured devices, and services in Florida; and WHEREAS, Physio Control, the manufacturer, is the only viable entity that can maintain the above mentioned defibrillator equipment and therefore, the-Technical Service Support Agreement with Physio Control is considered a sole-source procurement pursuant to the-City°Code; and WHEREAS, the-City Manager concurs with the Amendment to the Agreement. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission adopt the attached resolution finding and declaring that this is a sole source--procurement pursuant to Section 2-367,(d)of the City Code, and authorize the City' Manager and City Clerk to amend and execute the Technical.Service Agreement between the City and Physio-•Control, Inc., allowing the new term to commence on June 1, 201.0 and end on September 30,. 2015, in the estimated annual amount of $20,974; adding coverage for an additional two (2)-Lifepak 12 monitor/defibrillators that are no longer under warranty, and one (1) additional automated external Aefibrillator (AED) not previously -covered in the Agreement; and further add coverage for eight (5) Lifepak 15 monitor/deftbrillators, of which the factory warranty will expire in January,.2011. PASSED and ADOPTED this day of Uat. ,-2010. ATTEST: e4A JU,4,- . CITY CLERIC MA OR TAAGENDA\2010\May 12\Consent\Physio Control Reso.doc APPROVED AS TO FORM&LANGUAGE a FOR-EXECUTION ity Attorney Date COMMISSION ITEM SUMMARY Condensed Title: A Resolution For The Sole Source Procurement Pursuant To Section 2-367(d) Of The City Code Authorizing The City Manager And City-Clerk To Amend And Execute The Technical Service Support A reement Between The'City And Physio Control, Inc. Key Intended Outcome Supported: Increase resident ratings of public safety services Supporting Data:(Surveys,Environmental Scan,etc.): -96.8%of the residents responding to.the 2009 Community Satisfaction Survey rated the Fire Department services as Excellent or Good; and 95.5% I.rated-Emergency Medical Response as Excellent or Good. Issue: Shall the City Commission adopt the resolution? Item*Sum ma /Recommendation: The Fire Department has used Physio Control/Medtronic-Defibrillators/Monitors and Automated-External Defibrillators(AED's)exclusively for the-past twentyAive years. To protect the City from excessive maintenance costs, the Administration has entered into an annual Technical Service Support'Agreement with the manufacturer.for the past twenty years. The first annual installment on the proposed 5-year extension, is due in October,2010 for FY 2011,and will cover an additional three(3)devices as well as eight.(8)Lifepak 15 Monitor/Defibrillators that will have the factory warranty.expire during FY 2010-2011. This 5-year extension will provide cost certainty on subsequent annual installments through-Fiscal Year;2014/2015. Physio Control, Inc, a division of Medtronic, Inc., is the only source from which to obtain the Lifepak defibrillator/monitor family of,products,including accessories,repair parts and upgrades,remanufactured devices, and services in Florida. The manufacturer,•Physio Control, Inc., is the only viable entity that can maintain the above mentioned defibrillator,equipment. Therefore, the Technical Service Support Agreement.with Physio Control is considered a'sole source procurement pursuant to the City Code. ADOPT THE RESOLUTION Adviso Board Recommendation: N/A Financial Information: Source of :Amount Account• Approved Funds: . 2 OBPI -.-Total. -Financial Impact Summary: The cost of this75-year-agreement is$134,866.33,payable in annual installments, with no payment due for the remainder of FY 2010. The initial annual installment of$26,974 due in October 2010 for FY 2011, has been requested through the 2011 budgeting process for Account No.011-1220-000325 Contract Maintenance,Public-Safe!y. .City Clerk's Office Legislative Tracking : Gus Lopez,.ext.6641 Si n-Offs: De� I meat Director Assist nt City M a _r City Man a er GL . EY PDW/�,O JMG . TAAGENDA12 101May 121Consent%Physio Control-Sum ry.doc Agenda Item M IA MI ACS . �� .e 5° 12-A07) MIAM[BEACH City of Miami Beach, 1700 Convention-Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov COMMITI-EE MEMORANDUM TO: Mayor Matti-Bower and Members of the--Cityt•Commission FROM: Jorge M. Gonzalez, City Manager DATE: May 12, 201-0 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION,OF THE CITY OF MIAMI BEACH,FLORIDA,FINDING AND DECLARING THAT THIS IS A SOLE SOURCE PROCUREMENT PURSUANT TO SECTION 2-367(d)OF THE CITY CODE,AND AUTHORIZING THE CITY MANAGER AND THE CITY CLERIC TO AMEND AND EXECUTE THE TECHNICAL SERVICE SUPPORT AGREEMENT BETWEEN THE CITY AND'PHSYIO CONTROL, INC., CURRENTLY SET TO EXPIRE ON SEPTEMBER 30, 20109 ALLOWING THE NEW TERM TO COMMENCE ON JUNE 19 20101 AND END ON SEPTEMBER 30,2015,IN THE ESTIMATED ANNUAL AMOUNT OF $26,9749 ADDING COVERAGE FOR AN ADDITIONAL TWO(2)LIFEPAK 12 MONITOR/DEFIBRILLATORS THAT ARE NO LONGER UNDER WARRANTY,AND ONE(1)ADDITIONAL AUTOMATED -EXTERNAL DEFIBRILLATOR (AED) NOT PREVIOUSLY COVERED IN THE AGREEMENT,AND-FURTHER ADDING COVERAGE FOR EIGHT.(8)LIFEPAK 15 MONITOR/DEFIBRILLATORS, OF WHICH THE FACTORY WARRANTY WILL EXPIRE IN JANUARY, 2011. . ADMINISTRATION RECOMMENDATION Adopt the Resolution KEY INTENDED OUCOME SUPPORTED Increase resident ratings of public safety services FUNDING The cost of this 5-year agreement is$134,866,33, payable in annual installments, with no payment due for the remainder of FY 2010. The initial annual installment due in October 2,010 for FY 2011 has been requested through the 2011 budgeting process for Account No. 011-1220-000325 bontraet Maintenance, Public Safety. ANALYSIS The if ire Department has used Physio Control/Medtronic Defibrillators/Monitors and Automated External.Defibrillators (AE-D's)exclusively-#or the past twenty-five years. To protect the City from excessive maintenance costs,the Administration has entered into an annual Technical Service Support Agreement with the manufacturer for the past twenty years.The annual cost of the Technical Service Agreement has averaged$25,200 overAhe past three (3)fiscal years, including'$26,444 for the current fiscal year.. The first annual installment on the proposed 5-year extension, is due in October, 201.0 for FY 2011, and will cover an additional three (3) devices as well as eight (6) Lifepak 15 Mon itor/Defibrillators that will have the factory warranty expire-during FY 2010-2011.This 5- year extension will_provide cost certainty on subsequent annual installments through Fiscal Year 2014/2015. Physio Control, a division of Medtronic, Inc., is the only source from which to obtain the Lifepak defibrillator/monitor family of products, including accessories, repair parts and upgrades,remanufactured devices,and services in Florida. Physio Control does not utilize the services of any authorized dealers or distributors in the sale of its products in this market. Physio Control, the manufacturer, is the only viable.entity that can maintain the above mentioned defibrillator equipment. Therefore, the Technical Service Support Agreement. with Physio Control is considered a sole source procurement pursuant to the City Code. CONCLUSION The Administration recommends that the Mayor and City Commission adopt the attached resolution finding and declaring that this is a sole source procurement pursuant to Section 2-367.(d)of the City Code,ands authorize the City Manager and the City Clerk to amend and execute the Technical Service Support Agreement between the City and Physio Control, Inc.,allowing the.new term to commence on June 1,2010,and end on September 20,2015, in the estimated annual amount of $26,974; adding coverage for an additional two (2) Lifepak 12 monitor/ defibrillators that are no longer under warranty, and one (1) additional automated external defibrillator(AED)not previously covered in the Agreement;and further add coverage for eight(6)Lifepak 15 monitoddefibrillators,of which the factory warranty will expire in January,2011. TAAGENDA1 IONay I.MonsenfiPhysio Control Memo.doc i TECHNICAL, SERVICE SUPPORT AGREEMENT � Contract Number: End User# 02760002 Bill To# 00095401 CITY OF MIAMI BEACH FIRE& ML,M[I BEACH FIRE DEPT RESCUE 1680 MERIDIAN AVE 2300 PINE TREE DRIVE STE 203 MIAMI BEACH,FL 33139 MIAMI BEACH,FL 33139 This Technical Service Support Agreement begins on 6/1/2010 and expires on 9/30/2015. 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 $134,866.33 per term,payable in Annual installments. Special Terms 10%DISCOUNT ON ACCESSORIES THIS CONTRACT ALSO INCLUDES REPAIR ONLY COVERAGE FOR LP15 BATTERY CHARGERS Accepted:Physio-Control,Inc. Customer: By: By. Title: Date: '0(,1b el LID Title: C4 V (4 V1 4L CA e Date: Purchase Order Number: Territory Rep: EAVV57 Customer Contact: Colon,Adalid APPROVED AS TO Chief Chris Parrino PVkk fiVCLAo� Phone: 8004421142 x24tRM&LANGUAGE Phone: 305.673.7130 ` L&ILIL FAX: 800-772-3340 F EXECUTION FAX: 305.673.7881 Reference Number: V57-2472 New Printed: 6/4/2010 Page 1 of 11 Attom ' ' e e PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS RENEWAL TERMS Physio-Control,inc.'s("Physio-Control")acceptance of Customer's Technical Service Support Agreement is expressly conditioned on Customer's assent to the terms set forth in this document and its attachments.Physio-Control agrees to fumish the services ordered. by Customer only on these terms,and Customers acceptance of any portion of the goods and services covered by this document shall confirm their acceptance by Customer.These terms constitute the complete agreement between the parties and they shall govern any conflicting or ambiguous terms on Customer's purchase order or on other documents submitted to Physio-Control by Customer.These terms may not be revised in any manner without the prior written consent of an officer of Physio-Control. REPAIR SERVICES If"Repair""services are designated,subject to the Exclusions identified below,they shall indude,for the designated Covered Equipment,all repair parts and materials required,all required Physio-Control service technician labor,and all related travel expenses. For offsite(ship-in)services,units will be returned-to Customer by Physio-Control freight prepaid. INSPECTION SERVICES If"Inspection"services are designated,subject to the Exclusions identified below,they shall include,for the designated Covered* Equipment,verification of proper instrument calibration,verification that instrument mechanical operations and output measurements are consistent with applicable product specifications,performance of an electrical safety check in accordance with National Fire and Protection Guidelines,all required Physio-Control service technician labor and all related travel expenses.For offsite(ship-in) services,units will be returned to Customer by Physio-Control freight prepaid. DOCUMENTATION Following each Repair and/or Inspection,Physio-Control will provide Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended for replacement. LOANERS If a Physio-Control product is designated as a unit of Covered Equpment 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 retumed.Customer assumes .complete responsibility for the Loaner and shall return the Loaner to Physio-Control in the same condition as received,at Customer's expense,upon the earlier of the return of the removed unit or Physio-Control's request. EXCLUSIONS This Technical Service Support Agreement does not include:supply or repair of accessories or disposables(e.g.,patient cables, recorder paper,etc.);repair of damage caused by misuse,abuse,abnormal operating conditions,operator errors,and/or acts of God; repairs to return an instrument to normal operating equipment at the time of initial service by Physio-Control under this-Technical Service Support Agreement;case changes;repair-or replacement of items not originally distributed or installed by Physio-Control;and exclusions.on Schedule B to this Technical Service Support Agreement,if any,which apply to Covered Equipment. SCHEDULE SERVICES Designated Repair and Inspections Services will be performed at the designated service frequency and during designated service hours except where service technicians are rendered unavailable due to mandatory training commitments,in which case Physic-Control will provide alternate coverage.Customer is to ensure Covered Equipment is available for Repair and/or Inspection at scheduled times.if Covered Equipment is not available as scheduled and Customer requests additional services to be performed or if Physio-Control is requested to perform Repair or Inspection services not designated in this Technical Service Support Agreement (due to the nature of services selected,instruments involved not being Covered Equipment,request being outside of designated service frequency or hours,or application of the Exclusions);Customer shalt reimburse Physio-Control at Physio-Control's standard labor rates less 10%(including overtime,if appropriate),plus standard list prices for related parts and materials less 15%,plus actual travel costs incurred. PAYMENT The cost of services performed by Physio-Control shall be payable by Customer within thirty(30)days of Customer's receipt of Physio-Control's Invoice(or such other terms as Physio-Control confirms to Customer in writing).In addition to the cost of services performed,Customer shall pay or reimburse Physio-Control for any taxes assessed Physio-Control.If the number or configuration of Covered Equipment is altered during the Term of this Technical Service Support Agreement,the price of Services shall be adjusted accordingly. Reference Number. V57-2472 New Printed:4/28/2010 Page 2 of 11 WARRANTY Physio-Control warrants Services performed under this Technical Service Support Agreement and replacement parts provided in performing such Services against defects in material and workmanship for ninety(90)days from the date a Service was performed or a part was provided.Customer's sole remedy shall be reservicing the affected unit and/or replacement of any part determined to be defective,without any additional Customer charge,provided Customer notifies Physio-Controf of any allegedly defective condition within ten(10)calendar days of its discovery by Customer.Physio-Control makes no other warranties express or implied,including, without limitation,NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,AND IN'NO EVENT SHALL PHYSiO-CONTROL BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL,SPECIAL,OR OTHER DAMAGES. TERMINATION Ether party may terminate this Technical Service Support Agreement at any time upon sixty(60)days prior written notice to the other, except that Physio-Control may terminate this Technical Service Support Agreement immediately upon Customer's failure to make timely payments for services rendered under this Technical Service Support Agreement.In the event of termination,Customer shall be obligated to reimburse Physio-Control for that portion of the designated price which corresponds to that portion of the Term and the scope of Services provided prior to the,effective date of termination. DELAYS Physio-Control will not be liable for any loss or damage of any kind due to its failure to perform or delays in its performance resulting from any cause beyond its reasonable control,including,but not limited to,acts of God,labor disputes,labor shortages,the requirements of any govemmental authority,war,civil unrest,delays in manufacture,obtaining any required license or permit,and Physio-Control's inability to obtain goods from its usual sources.Any such delay shall not be considered a breach of Physio-Control's obligations.and the performance dates shall be extended for the length of such delay. MISCELLANEOUS a)Customer agrees to not employ or offer employment to anyone performing Services on Physio-Control's behalf during the Term of this Technical Service Support Agreement or for one(1)year following its expiration without Physio-Control's prior written consent. b)This Technical Service Support Agreement,and any related obligation of other party,may not be assigned in whole or in part without the prior written consent of the other party. c)The rights and obligations of Physio-Control and Customer under this Technical Service Support Agreement shalt 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: V57-2472 New Printed:4/28/2010 Page 3 of 11 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: Servicing Rep: Colon,Adalid,EAVV57 District: GULF COAST Phone: 8004421142 x2464 FAX: 800472-3340 Equipment Location: CITY OF MIAMI BEACH FIRE&,02760002 RESCUE 2300 PINE TREE DRIVE MIAMI BEACH,FL 33139 Scope Of Service On Site Inspection Only- 1 Inspection per Year:M-F/8-5 Ref. Effective Expiration Total _Model Part Number Serial Number Line Date Date Inspections LIFEPAK®1000 320371500021 34983222 18 10/1/2010 9730/2015 5 LIFEPAK@1000 320371500021 34983223 19 10/1/2010 9/30/2015 5 LIFEPAK@1000 320371500021 34983224 20 10/1/2010 9/30/2015 5 LIFEPAK@1000 320371500021 34983225 21 10/1/2010 9/30/2015 5 LIFEPAK@1000 320371500021 34983226 22 10/1/2010 9/30/2015 5 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 LIFEPAK@ 12 VLP12-02-007228 36999239 9 10/1/2010 9/30/2015 5 LIFEPAK@ 12 VLPI2-02-007228 36999240 10 10/1/2010 9/30/2015 5 LIFEPAK@ 12 VLP12-02-005985 34955176 11 10/1/2010 9/30/2015 5 LIFEPAKO 12 VLP12-02-005985 34955180 12 10/1/2010 91302015 5 LIFEPAKO 12 VLP12-02-003974 31485869 13 10/1/2010 9/30/2015 5 LIFEPAK®12 VLP12-02-003974 31485870 14 10/1/2010 9/302015 5 LIFEPAK@ 12 VLP12-02-002379 13453048 15 10/1/2010 9130/2015 5 LIFEPAK 0 12 VLP12-02-00074I 12119'146 16 10/12010 9/302015 5 L•IFEPAK®12 VLP12-02-000741 12119147 17 1071/2010 9/3012015 5 LIFEPAKO 500 3011790-000113 13604947 23 10 112010 9130/2015 5 LIFEPAK@ 500 3011790-000113 13802778 24 101112010 9/30/2015 5 LIFEPAK@ 500 3011790-000113 13802779 25 10/l/2010 9/30/2015 5 LIFEPAK@ 500 3011790-000113 13802781 26 10/1/2010 9/30/2015 5 LIFEPAK@ 500 301 1'790-000113 13805762 27 10112010 9130/2015 5 LIFEPAK®500 3011790-000113 13840902 28 10/12010 9/30/2015 5 LIFEPAKO 500 3011790-000113 13840905 29 10/1/2010 9/30/2015 5 LIFEPAK0 500 3011790-000113 13840906 30 10/12010 9/30/2015 5 LIFEPAKO 500 3011790-000113 13840908 31 10/l/2010 .9/3012015 5 LIFEPAKO 500 3011790-000113 13840938 32 1011/2010 9/30/2015 5 LIFEPAK@ 500 3011790-000113 13840939 33 10/1/2010 9/302015 5 Reference Number: V57-2472 New Printed:4/28/2010 Page 4 of 11 i LIFEPAK®500 3011790-000113 13840940 34 10/112010 9130/2015 5 LIFEPAKO 500 3011790-000113 13940941 35 10/1/2010 9/30/2015 5 Scope Of Service On Site Repair Only:M-F/8-5 Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections B'ATT.ERY SUPPORT SYSTEM 2 VBSS2-02-000009 30433192 36 10/12010 9/3012015 0 BATTERY SUPPORT SYSTEM 2 V3SS2-02-000009 30433193 37 10/1/2010 9/3012015 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30436370 38 10/1/2010 9130/2015 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30436372 39 10/12010 91302015 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30436373 40 10 11/2010 9/302015 0 Scope Of Service POS LP15 5 Year On Site Repair and 1 Insp per Year:M-F/8-5 Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFEPAKO 15. V15-2-000051 38537164 1 6/1/2010 9/30/2015 5 LIFEPAK©15 V15-2-000051 38553545 2 6/1/2010 9/30/2015 5 LIFEPAK®15 V 15-2-000051 385600/3 3 6/1/2010 9/30/2015 5 LIFEPAKO 15 V 15-2-000051 38560014 4 6/112010 9/30/2015 5 LIFEPAK©15 V15-2-000051 38560018 5 6/l/201-0 9/30/2015 5 LIFEPAK® 15 V 15-2-000051 38560030 6 6/1/2010 9/302015 5 LIFEPAKO 15 VIS-2-000051 38560032 7 6/1/2010 9/302015 5 LIFEPAK® 15 V15-2-000051 38560033 8 6/1/2010 9/302015 5 **Denotes an inventory line that has changed since the last contract revision or addendum. Reference Number: V57-2472 New Printed:4/28/2010 Page 5 of I1 MEDTRONIC EMERGENCY RESPONSE SYS'T'EMS,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: Additional Items Service Type Item Quantity Start Date End Date CASE CHANGE LP 12/15/20 CASE CHG 6-10 10 6/l/2010 9/30/2015 Denotes an additional item line that has changed since the last contract revision or addendum. Reference Number: V57-2472 New Printed:4/28/2010 Page 6 of 11 PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCTIEDULE B INSPECTION ONLY SERVICES If the customer requests that repairs be made as determined necessary by the Physio-Control Service Representative after completion of the inspection,such repairs will be made at Physio-Control's then current labor rate less 10%. Parts required for such repairs will be made available at 15%less than the then current list price for such parts. •Customer retains the responsibility to perform the battery maintenance and evaluation procedures outlined in the service manual and to replace batteries that do not pass the conditions outlined under"Discarding/Recycling Batteries." Batteries failing to meet battery performance tests should be removed from service and properly discarded(recycled). If customer provides evidence that a Physio-Control Battery Pak fails to meet the performance tests noted above and/or the Battery Pak age exceeds 2 years,Physio-Control shall replace said Physio-Control Battery Pak(like for like)i.e.FASTPAK for FASTPAK,FASTPAK2 for FASTPAK2,LIFEPAK SLA for LIFEPAK SLA,or LIFEPAK NiCd for LIFEPAK NiCd, up to the maximum amount of Physio-Control Battery Paks as is specified on Schedule A,every two years(including prior Support Plan periods). To assist in proper recycling and removal of low capacity batteries,replaced Battery Paks become the property of Physio-Control and must be returned at the time of exchange. -Only batteries manufactured by Physio-Control are covered under this Service Agreement. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Physio-Control cannot guarantee the operation.safety and/or performance of our product when operating with a non-Physio-Control battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a Physio-Control battery. Any repairs,as determined by a Physio-Control Service Representative,resulting from the use of a non-Physio-Control battery,will be billed at our standard list prices for parts and labor,including actual travel charges incurred. Inspections are performed Monday thru Friday 8am to 5pm(excluding holidays) Reference Number: V57-2472 New Printed:4/28/2010 Page 7 of 11 c PHYSIO-CONTROLI INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK© 12(LP 12)Defibrillator/Monitor Includes: Standard detachable hard paddle repairs LP 12 upgrade installed by Physio-Control Technical Services Representative at a rate of 17%less than the then current 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 SpO2 sensors.and cables Communication cables Therapy.cables Patient cables PCMCIA modems Case changes Discounts will not be combined with other special terms,discounts,and/or promotions. Physio-Control FASTPAK©,FASTPAK 2,LIFEPAK SLA,and LIFEPAK NiCd Battery Battery maintenance,performance testing,evaluation,removal,recycling,and replacement are the responsibility of the Customer, and should be performed in accordance with the LP 12 Series Operating Instructions section entitled Discarding/Recycling Batteries. Batteries replacement is available on a one-for-one basis,up to the number of devices listed in Equipment Inventory,Schedule A, upon the earlier of either(i)reported battery failure as determined by Customer's performance testing and evaluation in accordance with the LP 12 Operating Instructions section.entitled 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(ii)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 battery 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 incurred. LIFEPAK 12 Software Updates If combined Repair and Inspection services are designated for LP 12 units listed in Schedule A,a Physio-Control Technical Services Representative will install 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 the 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 Reference Number: V57-2472 New Printed:4128/2010 Page 8 of 11 PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B access to software loading tool at no additional charge. C- 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 rate of$205.00 per unit per software update.In addition,during the Term of this Agreement, where an assembly,i.e.,printed circuit board,must be replaced to accommodate installation of new software,such assembly may be purchased by the Customer at a rate of 50%less than the then current list price.The cost of such software update will be billed in a separate invoice. Dependent upon availability of Customer software loading tool,and at Customer's request,Technical Services Representative shall provide Customer access to software loading tool at no additional charge. Physio-Control will replace the internal coin cell battery according to the number of such batteries listed in the Additional Items section of Schedule A. It is the Customer's responsibility to request such coin cell battery replacement,gather in a single location the devices that will receive such battery replacement,and to provide to the Physio-Control Technical Services Representative access to those devices. Coin cell battery replacement will take place during the Term of this Agreement,according to the number of coin cell batteries listed in the Additional Items section of Schedule A. Reference Number: V57-2472 New Printed:4/28/2010 Page 9 of 11 0 PHYSIO-CONTROL,INC. , TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFF-PAK© 15(LP 15)Defibrillator/Monitor Includes: Standard detachable hard paddle repairs LP 15 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 15 Defibrillator/Monitor Includes: Power Adapter LP 15 Defibrillator/Monitor Excludes: Internal,sterilizable and pediatric paddles Communications cables Therapy cables Patient cables Sp02 sensors Case changes Discounts may not be combined with other special terms,discounts and/or promotions. Physio-Control LIFEPAK® 15 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 15 Series Operating Instructions section entitled Discarding/Recycling Batteries. Battery 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 15 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.Li-ion Battery for Li-ion Battery.During the Term of this Agreement replacement shall occur no more than three times per two year period,notwithstanding prior Support Plans. Battery replacement is dependent upon Customer's notice to Physio-Control of the existence of either of the conditions referenced in (i)and(ii)above.At the discretion of Physio-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 battery 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 incurred. LIFEPAKO 15 Software Updates If combined Repair and Inspection services are designated for LP 15 units listed in Schedule A,a Physio-Control Technical Services Representative will install LP 15 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 a 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 Reference Number: V57-2472 New Printed:4/28/2010 Page 10 of 1 I PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B access to software loading tool at no addidonai charge. If Repair-Only services are designated for LP 15 units listed in Schedule A,a Physio-Control Technical Services Representative will install a LP 15 software update at the rate of$205.00 per unit per software update. In addition,during the Term of this Agreement, where an assembly,i.e.,printed circuit board,must be replaced to accommodate installation of new software,such assembly may be purchased by the Customer at a rate of 50%less than the then current list price.The cost of such software update will be billed in a separate invoice. Dependent upon availability of Customer software loading tool,and at Customer's request,Technical Services Representative shall provide Customer access to software loading tool at no additional charge. LIFEPAK©500 AED Repair coverage for Physio-Control®QUIK-COMBOTM Patient Simulators included. Repairs to Physio=Control Lifepak AED Trainers are excluded. Case Changes are excluded. Defibrillation and Communications cables are excluded. External Modems are excluded. Battery chargers are included and shall be exchanged up to one battery charger per Lifepak 500 automatic advisory defibrillator(listed on Schedule A)as determined necessary by Physio-Control. Discounts may not be combined with any other special terms,discounts and/or promotions. Physio-Control®Battery Pak Customer retains the responsibility to perform the battery maintenance and evaluation procedures outlined in the LIFEPAK 500 AED Operating Instructions. Batteries failing to meet battery performance tests should be removed from service and properly discarded(recycled). If customer provides evidence that a Physio-Convol 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 1 LIFEPAK 500 lithium ion Battery Pak every 3 years(including prior Support Plan periods)per LIFEPAK@ 500 automatic advisory defibrillator(listed on Schedule A). To assist in proper recycling and removal of low capacity batteries,replaced Battery Paks become the property of Physio-Control and must be returned at the time of exchange. Only batteries manufactured by Physio-Control are covered under this Service Agreement. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Physio-Control cannot guarantee the operation,safety and/or performance of our product when operating with a non-Physio-Control battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating,with a Physio-Control battery. Any repairs,as determined by a Physio-Control Service Representative,resulting from the use of a non-Physio-Control battery,will be billed at our standard list prices for parts and labor,including actual travel charges incurred. Reference Number: V57-2472 New Printed:4/28/2010 Page II of 11 Physio-Control, Inc. 11811 Willows Road N'E,P.O.-Box 97006,Redmond.WA 98052 Tel 425.867.4000 Toll-free 800.442.1142 www.,physid-coiitrol.com April 29-2010 Miami Beach Fire Rescue Chris Parrino 1680 Merdian Ave,Ste 203 Miami Beach, FL 33140 To Mr: Parrino: In response to your recent request, I am writing to confirm that Physio-Control,division of Medtronic, Inc., is the only source from which to obtain the LIFEPAK®family of products, including upgrades,factory authorized service and maintenance in your marketplace. Physio-Control does not utilize the services of any authorized dealers or distributors in the sale o f ou r products in yo ur marketplace. Best regards; Gorman Wong Customer Support Services Director i TECHNICAL SERVICE SUPPORT AGREEMENT PHYSIO ADDENDUM , f I t i Contract Nrimber:T'B 10X264 End User# 00095401 Bill.To# 00095401 MIAMI BEACH FIRE DEPT MIAMI BEACH FIRE DEPT 1680 MERIDIAN AVE 1680 MERIDIAN AVE j STE 203 STE 203 ' MIAMI BEACH,.FL 33139 MIANE BEACI-L FL 33139 l This Technical Service Support Agreement beguis on 10/1/2009 and expires on 9/30/2010. The designated Covered Equipment and/or Software is listed on Schedule A.This Technical Service Agreement is subjectto 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. �r'Price gf`c5.veraQe:s'°ecifiecl"ori Sctie'diite:�A'is�>, 26`4`44:00 ec terni4'''a able'i ual�uistalTriients .�,•. ., ....;•. .,.,.. , ' yfl%" iii 4+CS•iillctti'9�—.u' �;cK4�n c �r. .i••....'.,•.: .r r t'h �:1?Iiis pnce�i a eserits±air adjusimenl 0£=$1'296 OO based,°r rt s-can' ctfs pte,vi usiy�r-iceso a$2-S I48=UOar, Special Terms 10%DISCOUNT ON ACCESSORIES. j i i AccSt(jd:Physio Control,Inc. Customer: By: i W,C., Print: 2. Date: 1 ` t pct Title: i Date: 1­7-1 tl o j Purchase Order Number: PB-14fr4— 'Zr t Territory Rep: FAVV57 Customer Contact: Colon,Adalid Chief Chris Parrino Phone: 8004421142 x2464 Phone: 305-673-7130 FAX: 800-772-3340 FAX: 305-673-7881 APPROVED AS TO Reference Number: V57-2466 Addendum F RM&LANGUAGE Printed: 10/20/2009 Page 1 of 10 F-R EXECUTION -''- , Z v� r PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS I 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 Customer's acceptance of any portion of the goods and services covered by this document shall confirm their acceptance by Customer.These terms constitute the complete agreement between the parties and they shall govern any conflicting or ambiguous terms on Customer's purchase order or on other documents submitted to Physio-Control by Customer.These terms may not be revised in any manner without the prior written consent of an officer of Physio-Control i 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. j INSPECTION SERVICES If"Inspection"services are designated,subject to the Exclusions identified below,they shall include,for the designated Covered Equipment,verification of proper instrument calibration,verification that instrument mechanical operations and output measurements are consistent with applicable product specifications,performance of an electrical safety check in accordance with National Fire and Protection Guidelines,all required Physio-Control service technician labor and all related travel expenses.For offsite(ship-in) services,units will be returned to Customer by Physio-Control freight prepaid. DOCUMENTATION Following each Repair and/or Inspection,Physio-Control will provide Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended for replacement. i l LOANERS If a Physio-Control product is designated as a unit of Covered Equipment for Repair Services and needs to be removed from service to complete repairs,an appropriate Loaner unit will be provided,if available,until the removed unit is returned.Customer assumes complete responsibility for the Loaner and shall return the Loaner to Physio-Control in the same condition as received,.at Customer's expense,upon the earlier of the return of the removed unit or Physio-Control's request. i EXCLUSIONS This Technical Service Support Agreement does not include:supply or repair of accessories or disposables(e.g.,patient cables, recorder paper,etc.);repair of damage caused by misuse,abuse,abnormal operating conditions,operator errors,and/or acts of God; repairs to return an instrument to normal operating equipment at the time of initial service by Physio-Control under this Technical Service Support Agreement;case changes;repair or replacement of items not originally distributed or installed by Physio-Control;and exclusions on Schedule B to this Technical Service Support Agreement,if any,which apply to Covered Equipment i 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 i Physio-Control will provide alternate coverage.Customer is to ensure Covered Equipment is available for Repair and/or Inspection at j scheduled times.If Covered Equipment is not available as scheduled and Customer requests additional services to be performed or if Physio-Control is requested to perform Repair or Inspection services not designated in this Technical Service Support Agreement (due to the nature of services selected,instruments involved not being Covered Equipment,request being outside of designated service frequency or hours,or application of the Exclusions);Customer shall reimburse Physio-Control at Physio-Control's standard labor rates less 10%(including overtime if appropriate), lus standard list prices for related parts and materials less 15%,plus actual ( 9 � P travel costs incurred. i PAYMENT i The cost of services performed by Physio-Control shall be payable by Customer within thirty(30)days of Customer's receipt of Physio-Control's Invoice(or such other terms as Physio-Control confirms to Customer in writing).In addition to the cost of services performed,Customer shall pay or reimburse Physio-Control for any taxes assessed Physio-Control.If the number or configuration of Covered Equipment is altered during the Term of this Technical Service Support Agreement,the price of Services shall be adjusted accordingly. i Reference Number: V57-2466 Addendum Printed: 10/20/2009 Page 2 of 10 I ! WARRANTY Physio-Control warrants Services performed under this Technical Service Support Agreement and replacement parts provided in performing such Services against defects in material and workmanship for ninety(90)days from the date a Service was performed or a part was provided.Customer's sole remedy shall be reservicing the affected unit and/or replacement of any part determined to be defective,without any additional Customer charge,provided Customer notifies Physio-Control of any allegedly defective condition within ten(10)calendar days of its discovery by Customer.Physio-Control makes no other warranties,express or implied,including, without limitation,NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,AND IN NO EVENT SHALL PHYSIO-CONTROL BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL,SPECIAL,OR OTHER DAMAGES. j TERMINATION Either party may terminate this Technical Service Support Agreement at any time upon sixty(60)days prior written notice to the other, except that Physio-Control may terminate this Technical Service Support Agreement immediately upon Customer's failure to make timely payments for services rendered under this Technical Service Support Agreement.In the event of termination,Customer shall be obligated to reimburse Physio-Control for that portion of the designated price which corresponds to that portion of the Term and the ! scope of Services provided prior to the effective date of termination. DELAYS ! Physio-Control will not be liable for any loss or damage of any kind due to its failure to perform or delays in its performance resulting from any cause beyond its reasonable control,including,but not limited to,acts of God,labor disputes,labor shortages,the requirements of any governmental authority,war,civil unrest,delays in manufacture,obtaining any required license or permit,and Physio-Control's inability to obtain goods from its usual sources.Any such delay shall not be considered a breach of Physio-Control's obligations and the performance dates shall be extended for the length of such delay. I MISCELLANEOUS a)Customer agrees to not employ or offer employment to anyone performing Services on Physio-Control's behalf during the Term of this Technical Service Support Agreement or for one(1)year following its expiration without Physio-Control's prior written consent. b)This Technical Service Support Agreement,and any related obligation of other party,may not be assigned in whole or in part without the prior written consent of the other party. c)The rights and obligations of Physio-Control and Customer under this Technical Service Support Agreement shall be governed by the laws of the State in which the service is provided.All costs and expenses incurred by the prevailing party related to the enforcement of its rights under this document,including reasonable attorney's fees,shall be reimbursed by the other party ! .............................................................................................................................................................................. END I I I I i i i i I I i I Reference Number: V57-2466 Addendum Printed: 10/20/2009 Page 3 of 10 i PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A I i Contract Number: PB l 0X264 Servicing Rep: Colon,Adalid, EAVV57 District: GULF COAST Plione: 8004421142 x2464 FAX: 800-772-3340 Equipment Location: MIAMI BEACH FIRE DEPT,00095401 1680 MERIDIAN AVE STE 203 MIAMI BEACH,FL 33139 Scope Of Service On Site Inspection Only- 1 Inspection per Year:M-F/8-5 Ref. Effective Expiration Total j Model Part Number Serial Number Line Date Date Inspections LIFEPAKO1000 320371500021 34983222 22 10/l/2009 9/30/2010 l LIFEPAK01000 320371500021 34983223 23 [0/1/2009 9/30/2010 1 i L[FEPAK@1000 320371500021 34983224 24 10/1/2009 9/30/2010 1 LIFEPAK®1000 320371500021 34983225 25 10/1/2009 9/30/2010 l LIF a 00 9/30/2010 1 EPAKO1000 320371500021 34983226 26 1011!2 9 I j 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 I LIFEPAK010 804200-14 005267 1 10/l/2009 9/30/2010 1 I LIFEPAKOIO 804200-14 005268 2 10/l/2009 9/30/2010 1 L[FEPAKO10 804200-14 005285 3 10/1/2009 9/30/2010 1 LIFEPAKOIO 804200-14 005286 4 10/1/2009 9/30/2010 1 LIFEPAKO10 804200-14 005287 5 10)1/2009 9/30/2010 1 LIFEPAK012 VLP12-02-002379 13453048 6 10/1/2009 9/30/2010 1 f LI EPAK012 VLP12-02-000741 12119147 7 10/1/2009 9/30/2010 1 I LIFEPAK012 VLP12-02-000741 12119146 8 10/1/2009 9/30/2010 1 LIFEPAK012 VLP12-02-000741 12119145 9 10/1/2009 9/30/2010 1 LIFEPAK012 VLP12-02-000741 12119144 10 10/1/2009 9/30/2010 I LIFEPAKO12 VLP]2-02-000741 12119143 11 10/1/2009 9/30/2010 l i LIrEPAK@ 12 VLP12-02-000741 12119141 12 10/1/2009 9/30/2010 1 LIF'EPAKO12 VLP12-02-003974 31485869 18 10/1/2009 9/30/2010 1 LIFEPAK012 VLP12-02-003974 31485870 19 10/1/2009 9/30/2010 1 I L[FEPAK012 VLP12-02-005985 34955180 20 10/1/2009 9/30/2010 1 LIFEPAK012 VLP12-02-005985 34955176 21 10/1/2009 9/30/2010 1 i LIFEPAKO 500 3011790-000113 13651283 27 10/1/2009 9/30/2010 1 i LIFEPAKO 500 3011790-000113 13659751 28 10/1/2009 9/30/2010 1 LIFEPAKO 500 3011790-000113 13802778 29 10/1/2009 9/30/2010 1 L[FEPAKO 500 301 1790-000113 13802779 30 10/112009 9/30/2010 1 i Reference Number: V57-2466 Addendum Printed: 10/20/2009 Page 4 of 10 i I LIFEPAK©500 3011790-000113 13802781 31 10/1/2009 9/30/2010 1 LIFEPAK@+ 500 3011790-000113 13805762 32 10/1/2009 9/30/2010 1 LIFEPAK@ 500 3011790-000113 13840902 33 10/1/2009 9/30/2010 1 LIFEPAK©500 3011790-000113 13840905 34 10/1/2009 9/30/2010 1 i LIFEPAK@ 500 3011790-000113 13840906 35 10/1/2009 9/30/2010 I LIFEPAK a 500 3011790-000113 13840908 36 10/1/2009 9/30/2010 1 LIFEPAK©500 3011790-000113 13840938 37 10/1/2009 9/30/2010 1 LIFEPAKt 500 3011790-000113 13840939 38 10/1/2009 9/30/2010 1 LIFEPAK@ 500 3011790-000113 13840940 39 10/1/2009 9/30/2010 I LIFEPAK a 500 3011790-000113 13840941 40 10/1/2009 9/30/2010 l I . I 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 30433192 13 10/1/2009 9/30/2010 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30433193 14 10/1/2009 9/30/2010 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30436370 15 10/1/2009 9/30/2010 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30436372 16 10/1/2009 9/30/2010 0 I BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30436373 17 10/1/2009 9/30/2010 0 i i **Depot a s an inventory line that has changed since the last contract revision or addendum. i i i i i i i i I i i i i Reference Number: V57-2466 Addendum Printed: 10/20/2009 Page 5 of 10 I MEDTRONIC EMERGENCY RESPONSE SYSTEMS,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A i Contract Number: PB lOX264 Additional items Service Type Item Quantity Start Date End Date i CASE CHANGE LP 12/15/20 CASE CHG 1-5 1 10/1/2009 9/30/2010 CASE CHANGE" LP 1.2/15/20 CASE C.HG 1-5 2 10/1/2009 9/30/2010 i *'Denotes an additional item line that has changed since the last contract revision or addendum. I i i i I i i I i i i I I i i I Reference Number: V57-2466 Addendum Printed: 10/20/2009 Page 6 of 10 PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B i LIFE PAKQ 10 DEFI BiRILLATOR/MONITOR/PACEMAKER Paddle repairs are included. (Paddle attachments are excluded;i.e.pediatric and anterior attachments). Auxiliary Power Supply included when listed on equipment inventory(Schedule A). Pacemaker repair is included. Case changes are excluded. Pacing and patient cables are excluded. FAST-PATCH©adapters and QUIK-COMBOTM pacing/defibrillation adapters are included. Repair coverage for Physio-Control©ECG,Pacing and Defibrillation Simulators included. j Physio-ControlOO Battery Pak 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." j Batteries failing to meet battery performance tests should be,removed from service and property discarded(recycled). I 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,up to a maximum of 4 Physio-Control Battery.Paks every two years(including prior Support Plan periods)per LIFEPAKSI O defibrillator/monitor/pacemaker(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. fI I I i i f I i I 1 i I I Reference Number: V57-2466 Addendum Printed: 10/20/2009 Page 7 of,10 i I PHYSIO-CONTROL,INC. i TECHNICAL SERVICE SUPPORT AGREEMENT ScIiEDULE B I r INSPECTION ONLY SERVICES fIf the customer requests that repairs be made as determined necessary by the Physio-Control Service Representative after I 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 1.5%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,FASTPAK?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. 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 I 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. i Inspections are performed Monday thru Friday gam to 5pm(excluding holidays) I l I I i i i ; Reference Number: V57-2466 AddendLun Printed: 10/20/2009 Page 8 of 10 i PHYSI®-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT i SCHI+;D LE B LIFEPAK® 12(LP 12)Defibrillator/Monitor Includes: I 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 i When listed in Equipment Inventory,Schedule A,LP 12 Defibrillator/Monitor Includes: AC Power Adapter DC Power Adapter i LP 12 Defibrillator/Monitor Excludes: r Internal,sterilizable and pediatric paddles Sp02 sensors and cables Communication cables Therapy cables Patient cables PCMCIA modems Case changes Discounts will not be combined with other special terms,discounts,and/or promotions. Physio-Control FASTPAK®,FASTPAK 2,LIFEPAK SLA,and LIFEPAK NiCd Battery Battery maintenance,performance testing,evaluation,removal,recycling,and replacement are the responsibility of the Customer, and should be performed in accordance with the LP 12 Series Operating Instructions section entitled Discarding/Recycling Batteries. Batteries replacement is available on a one-for-one basis,up to the number of devices listed in Equipment Inventory,Schedule A, upon the earlier of either(i)reported battery failure as determined by Customer's performance testing and evaluation in accordance with the LP 12 Operating Instructions section entitled DiscardingfRecycling 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 i Term of this Agreement replacement shall occur no more than four times per two year period,notwithstanding prior Support Plans. i Battery replacement is dependent upon Customer's notice to Physio-Control of the existence of either of the conditions referenced in u and(ii)above.At the discretion of Ph sto Control,battery replacement shall be effected b shipment to Customer and (�) (�) Y - rY P Y P 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 battery 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 j prices for parts and labor,including actual travel costs incurred. LIFEPAK 12 Software Updates I 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 Terni of this Agreement,where an assembly,i.e.,printed circuit board,must be replaced to accommodate installation of new software,such assembly may be purchased by the Customer at a rate of 50%less than the then current list price.Software updates,when installed at a time other than the regularly scheduled inspection,will be billed at the rate of $205.00 per unit per software update.The cost of such software update will be billed in a separate invoice.Dependent upon f availability of Customer software loading tool,and at Customer's request,Technical Services Representative shall provide Customer Reference Number: V57-2466 Addendum Printed: 10/20/2009 Page 9 of 10 1 i PHYSIO-CON'T'ROL,,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B access to software loading tool at no additional charge. If Repair-Only services are designated for LP 12 units listed in Schedule A,a Physio-Control Technical Services Representative will install a LP 12 software update at the rate of$205.00 per unit per sofltivare update.In addition,during the Term of this Agreement, where ati 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 I separate invoice. Dependent upon availability of Customer software loading tool,and at Customer's request,Technical Services Representative shall provide Customer access to software loading tool at no additional charge. Physio-Control will replace the internal coin cell battery according to the number of such batteries listed in the Additional Items section of Schedule A. It is the Customer's responsibility to request such coin cell battery replacement,gather in a single location the devices that will receive such battery replacement,and to provide to the Physio-Control Technical Services Representative access to those devices. Coin cell battery replacement will take place during the Tenn of this Agreement,according to the number f of coin cell batteries listed in the Additional Items section of Schedule A. i LIFEPAK@ 500 AED I I •Repair coverage for Physio-Control@ QUIK-COMBOT111 Patient Simulators included. . Repairs to Physio-Control Lifepak AED Trainers are excluded. Case Changes are excluded. i Defibrillation and Communications cables are excluded. External Modems are excluded. Battery chargers are included and shall be exchanged up to one battery charger per Lifepak 500 automatic advisory defibrillator(listed on Schedule A)as determined necessary by Physio-Control. Discounts may not be combined with any other special terms,discounts and/or promotions. i Physio-Control@ Battery Pak Customer retains the responsibility to perform the battery maintenance and evaluation procedures outlined in the LIFEPAK 500 AED Operating Instructions. Batteries failing to meet battery performance tests should be removed fi•om 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 every 3 years(including prior Support Plan periods)per LIFEPAK@ 500 automatic advisory defibrillator(listed on Schedule A). To assist in proper recycling and removal of low capacity batteries,replaced Battery Paks become the property of Physio-Control and must be returned at the time of exchange. i 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 i 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. I i I I Reference Number: V57-2466 Addendum Printed: 10/20/2009 Page 10 of 10 PURCHASE ORDER/CHANGE ORDER M I AM I B EAC H MAIL INVOICE TO:"SHIP TO"ADDRESS WITH COPY TO: Procurement Division CITY OF MIAMI BEACH,ACCOUNTS PAYABLE, 1700 Convention Center Drive 1700 CONVENTION CENTER DRIVE-MIAMI BEACH,FLORIDA 33139 Miami Beach FL 33139 Telephone:(305)673-7490 PO I BPO NUMBER - PAGE. i 012839 1 of 1 VENDOR ID. _ . DATE DATE REQUIRED:. 015032 12/18/2009 VENDOR SHIP TO I MEDTRONICS-PHYSIOCONTROL FIRE DEPARTMENT 11811 WILLOWS ROAD NORTHEAST CITY OF MIAMI BEACH REDMOND,WA 98073 2300 PINE TREE DRIVE MIAMI BEACH, FL 33139 PA . P/O ISSUED BY `. PHONE EMAIL . THOMAS,SHIRLEY (305)673-7490 ShirleyThomas @miamibeachfi.gov A/P Net 30 Days REQUESTING DEPARTMENT ..PURCHASE AUTHORITY. F.O.B. DESTINATION SPECIAL INSTRUCTIONS: Contact Person: Nedra Mareclus @ 305-673-7000 @ 7140 i Qntity Unit.- Descri tion Unit Price Ext.Price ua THIS IS A REVISED PURCHASE ORDER i BLANKET PURCHASE ORDER For scheduled maintenance,annual 26,444.00 inspection,calibration and.repair of _ electrocardiography defibrillators, AED's&'battery.conditioners. unng FY09/10 COMMENTS:THE PURCHASE ORDER NUMBER MUST APPEAR ON ALL INVOICES AND SHIPPING SUBTOTAL 26,444.00 DOCUMENTS,YOU MUST ALSO STATE YOUR PROMPT PAYMENT TERMS ON YOUR INVOICE(I.E.2%10). FAILURE TO SUBMIT INVOICES AS STATED HEREIN WILL RESULT IN A DELAY IN THE PAYMENT PROCESS. TOTAL 26,444.00 SEE ADDITIONAL TERMS AND CONDITIONS CONTAINED HEREIN. U.S.TREASURY DEPT.TAX EXEMPTION UNDER REG.NO F59-6000372,STATE OF FLORIDA TAX EXEMPTION CERTIFICATE 85-8012621639C-9 Signature VENDOR COPY TERMS AND CONDITIONS i 1. This purchase,blanket,or change order form properly signed by the Procurement Director or designee constitutes the entire agreement. Terms stated by Vendor in accepting or acknowledging this order shall not be binding unless accepted in writing by the City of Miami Beach(the"City").Vendor may not transfer or assign this order without the City's prior written consent. The provisions of the Uniform Commercial Code-Article 2 Sales will govern this contract and all right duties of the Vendor and the City.Chapter 627.Florida Statues and the Municipal Code of the City. i 2. Vendor shall suitably pack,mark,and ship in accordance with any instruction from the City and the requirements of common carriers to secure the lowest transportation costs. Vendor shall be liable for any difference in freight charge or damage to the materials by its failure to comply therewith.Vendor will send the City a"Notice of Shipment"giving[he number of the order,kind and amount of materials and route at or prior to time of shipment. i 3. INVOICES. Render invoices as instructed on the face hereof immediately upon shipment or completion of order. Separate invoices must be rendered in duplicate for each order. I All invoices must show our purchase or blanket order number. j4. The City may return any materials which are defective,unsatisfactory,or of inferior quality or workmanship,or fail to meet specification or other requirements of[his order. Such j materials shall,unless by the City,remain the property of Vendor and may be returned at Vendor's risk and expense,and Vendor shall reimburse the City for all prior payments therefor and/or costs incurred in connection with delivery or return of such materials. i 5. Vendor warrants the materials will conform to the description and applicable specifications,shall be of good merchantable quality and fit for the known purpose for which sold,that the materials are free clear of all liens and encumbrances,and that Vendor has good merchantable title. This is in addition to any warranty or service guarantee given by Vendor to the City as provided by law. 6. Vendor shall comply,and has complied with all State,Federal and Local laws,regulations or order applicable to the purchase,manufacture,processing and delivery of materials, including but not limited to the Fair Labor Standards Act,of 1938,as amended. The provisions of Executive Order 10925.11114,and 11246,as amended,and any subsequent executive order relating to equal opportunity for employment on government contracts and all Rules and Regulations of the President's Committee on Equal Opportunity are incorporated by reference. The nondiscrimination clause contained in Section 202.Executive Order 11246,as amended by Executive Order 11375,relative to Equal Employment Opportunity for all I persons without regard to race,color,religion,sex or national origin,and the implementing rules and regulations prescribed by Secretary of Labor,are incorporated herein. I j 7. If Vendor shall default in any respect,or become insolvent,or if a petition in bankruptcy or insolvency is filed by or against Vendor under any Slate or Federal law,the City in i addition to other rights or remedies,may terminate and cancel this order.A waiver of breach of any provision shall not be a waiver of any other breach of such provision or of any other provisions. The City shall not,in any event,be Gable to Vendor for special,contingent,or consequential damages. 8. DELIVERY:Delivery must be made within the time specified in this order. If the material is not delivered within such specified time,the City reserves the right to cancel the order or any part thereof. When terms of delivery are FOB Destination,Vendor shall pay all transportation charges,when terms of delivery are FOB shipping point,freight charges shall be prepaid and added to invoice. All prices considered FOB Miami Beach,Florida,unless otherwise indicated.The City will not be responsible for merchandise delivered to any destination other than that specified herein.Deliveries accepted 8:30 am to 4:30 PM.Monday through Fridays,except for holidays. Perishable material will be shipped so as to arrive at destination on Monday through Friday. 9. All communications and acknowledgements concerning this order must show this purchase or blanket order number and be directed lo: The City of Miami Beach City Hall—Procurement Division 1700 Convention Center Drive Miami Beach,FL 33139. 10. Vendor shall defend any suit or proceeding brought against the City,its officers,agents,and/or employees based on a claim that the manufacture or sale or the City intended use or resale of any of the materials covered constitutes infringement of any United States Letters Patent,now or hereafter issued,or violates any other proprietary interest(including copyrights, trademarks and trade secrets),if notified promptly in writing and given authority,information,and assistance(at Vendor's expense)for the defense of same:and Vendor shall pay all damages and costs,including attorney's fees,awarded against the City in such suit or proceeding. In the event the City is enjoined from use and/or resale of any of the materials covered by this order as a result of said suit or proceeding. Vendor shall(at its expense)expend all reasonable efforts to procure for the City the right to use and/or resell said materials. If i Vendor cannot so procure the aforementioned right within a reasonable time,Vendor shall then promptly(at Vendor's expense): (1)modify said materials so as to avoid infringement of any patent or other proprietary interest,or(2)reinstallation costs in connection therewith,or(3)remove said materials and refund the purchase price and reimburse the City for the transportation and installation costs thereof. Vendor shall have the same obligations with respect to any claim for infringement of foreign patents or violation of other foreign proprietary interests if the City purchases hereunder for shipment to and for the use or resale in a foreign country and Vendor is so advised.The paragraph 10 shall constitute the sole agreement relating to liability for infringement or violation of proprietary rights unless expressly revised or revoked in writing. i 11. Buyer's remedies,in the event of default by Vendor,shall be as provided by law,except as otherwise provided herein. I 12. PACKING LISTS: Must accompany each case or parcel,showing the City's order number and complete description of contents. All barrels,boxes,bags,crates or other packages must be labeled with tag(linen tag preferred)securely fastened to packages,showing shipper's name and our order number.If not possible to attach tags,information must be printed on I packages. Drop shipments and partials must be treated similarly. 13. Vendor must submit Material Safely Data Sheets with shipments for substances found on the current Florida Toxic Substances List.In accordance with Florida Statues-Chapter442. Section 6(1) I 14. If bid or contract terms,conditions and/or specification differ from those of this purchase or blanket order,the bid,contract or agreement shall take precedence. i 15. Vendor shall not offer any gratuities,favors,or anything of monetary value to any official,employee,or agent of the City,for the purpose of influencing consideration of this order. i 16. Call 305-673-7490NOICE to request material in accessible formal or information on access for persons with disabilities.For more information on ADA compliance please call 305- 1 673-7080. i I i i i i I I i I i i i MAMIBEACH i i City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl,gov FIRE-RESCUE DEPARTMENT FAX COVER SHEET Tel:305-673-7130,Fax:305-673-7257 I TO: Physio-Control, Inc. FAX#: 800-772-3340 FROM: Chris Parrino, EMS Division Chief i SUBJECT: Executed Service Contract DATE: 12/21/09 i #OF PAGES: 11 (Inc cover) i Sirs, I I Please find attached executed service contract and Purchase Order. i I A I - Chris Parrino Phone: (305) 673-7000 Cellular: (786) 402-5925 i i i i I We are committed to providing excellent public service and safety to aft who live, work,and ploy in our vibrant,tropical,historic community. � ) TzwE 12/2l/2009 11:86 wAME CN8 FIRE RESCUE | F A, 30567372�7 � TEL 856737l30 SER. # ; 000H6J448553 1,10./Hi2itdE 9180077?--340 02:39 RESULT � � � ! i! / | | ' TECHNICAL SERVICE SUPPORT AGREEMENT Contract Number: End User# 00095401 Bill To# 00095401 MIAMI BEACH FIRE DEPT MIAMI BEACH FIRE DEPT 1680 MERIDIAN AVE 1680 MERIDIAN AVE STE 203 STE 203 MIAMI BEACH,FL 33139 MIAMI BEACH,FL 33139 This Technical Service Support Agreement begins on 10/1/2009 and expires on 9/30/2010. 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 $25,148.00 per term,payable in Annual installments. Special Terms 10%DISCOUNT ON ACCESSORIES 17%DISCOUNT ON LP12 UPGRADES CITY OF MiAiI BEACH FIRE DEPARTMENT RESCUE DrdISION, 2ND FLOOR 1680 MERIDIAN AVENUE MIAMI BEACH,FL 33139 Accepted:Physio-Control,Inc. Customer: By: By: Title:—FIZC EI ri\C0i,. EZ-� C� , — m 'r(y Print: Date: 9 12q 1 o`l Title: (J1 di'S f� ! � -�' Date: ?/Z c jp Purchase Order Number: Territory Rep: EAVV57 Customer Contact: Colon,Adalid Chief Chris Parrino Phone: 8004421142 x2464 Phone: 305-673-7130 FAX: 800-772-3340 FAX: 305-673-7881 Reference Number: V57-2458 Renewal Printed: 9/24/2009 Page 1 of 8 PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: Servicing Rep: Colon,Adalid,EAVV57 District: GULF COAST Phone: 8004421142 x2464 FAX: 800-772-3340 Equipment Location: MIAMI BEACH FIRE DEPT,00095401 1680 MERIDIAN AVE STE 203 MIAMI BEACH,FL 33139 Scope Of Service On Site Inspection Only- 1 Inspection per Year:M-F/8-5 Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFEPAK 81000 320371500021 34983222 22 10/1/2009 9/30/2010 1 LIFEPAK®1000 320371500021 34983223 23 10/1/2009 9/30/2010 1 LIFEPAK 81000 320371500021 34983224 24 10/1/2009 9/30/2010 1 LIFEPAK 81000 320371500021 34983225 25 10/1/2009 9/30/2010 1 LIFEPAK 81000 320371500021 34983226 26 10/1/2009 9/30/2010 1 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 LIFEPAK®10 804200-14 005267 1 10/1/2009 9/30/2010 1 LIFEPAK®10 804200-14 005268 2 10/1/2009 9/30/2010 1 LIFEPAK®10 804200-14 005285 3 10/1/2009 9/30/2010 1 LIF'EPAK®10 804200-14 005286 4 10/1/2009 9/30/2010 1 LIFEPAK®10 804200-14 005287 5 10/1/2009 9/30/2010 1 LIFEPAK®12 VLP12-02-002379 13453048 6 10/1/2009 9/30/2010 1 LIFEPAK®12 VLP12-02-000741 12119147 7 10/1/2009 9/30/2010 1 LIFEPAK®12 VLP12-02-000741 12119146 8 10/1/2009 9/30/2010 1 LIFEPAK®12 VLP12-02-000741 12119145 9 10/1/2009 9/30/2010 1 LIFEPAK®12 VLP12-02-000741 12119144 10 10/1/2009 9/30/2010 1 LIFEPAK®12 VLP12-02-000741 12119143 11 10/1/2009 9/30/2010 1 9/30/2010 1 LIFEPAK8 12 VLP12 02 000741 12119141 12 10/1/2009 LIFEPAK®12 VLP12-02-003974 31485869 18 10/1/2009 9/30/2010 1 LIFEPAK®12 VLP12-02-003974 31485870 19 10/1/2009 9/30/2010 1 LIFEPAK®12 VLP12-02-005985 34955180 20 10/1/2009 9/30/2010 1 LIFEPAK8 12 VLP12-02-005985 34955176 21 10/1/2009 9/30/2010 1 LIFEPAK®500 3011790-000113 13651283 27 10/1/2009 9/30/2010 1 LIFEPAK®500 3011790-000113 13659751 28 10/1/2009 9/30/2010 1 LIFEPAK©500 3011790-000113 13802778 29 10/1/2009 9/30/2010 1 LIFEPAK©500 3011790-000113 13802779 30 10/1/2009 9/30/2010 1 Reference Number: V57-2458 Renewal Printed: 9/24/2009 Page 2 of 8 LIFEPAK®500 3011790-000113 13802781 31 10/1/2009 9/30/2010 1 LIFEPAKO 500 3011790-000113 13805762 32 10/1/2009 9/30/2010 1 LIFEPAK8 500 3011790-000113 13840902 33 10/1/2009 9/30/2010 1 LIFEPAK®500 3011790-000113 13840905 34 10/1/2009 9/30/2010 1 LIFEPAK®500 3011790-000113 13840906 35 10/1/2009 9/30/2010 1 LIFEPAKO 500 3011790-000113 13840908 36 10/1/2009 9/30/2010 1 LIFEPAK®500 3011790-000113 13840938 37 10/1/2009 9/30/2010 1 LIFEPAK®500 3011790-000113 13840939 38 10/1/2009 9/30/2010 1 LIFEPAK®500 3011790-000113 13840940 39 10/1/2009 9/30/2010 1 LIFEPAKO 500 3011790-000113 13840941 40 10/1/2009 9/30/2010 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 30433192 13 10/1/2009 9/30/2010 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30433193 14 10/1/2009 9/30/2010 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30436370 15 10/1/2009 9/30/2010 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30436372 16 10/1/2009 9/30/2010 0 BATTERY SUPPORT SYSTEM 2.VBSS2-02-000009 30436373 17 10/1/2009 9/30/2010 0 **Denotes an inventory line that has changed since the last contract revision or addendum. Reference Number: V57-2458 Renewal Printed:9/24/2009 Page 3 of 8 MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: Additional Items Service Type Item Quantity Start Date End Date CASE CHANGE LP 12/15/20 CASE CHG 1-5 1 10/1/2009 9/30/2010 Denotes an additional item line that has changed since the last contract revision or addendum. Reference Number: V57-2458 Renewal Printed: 9/24/2009 Page 4 of 8 PIIYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK® 10 DEFIBRILLATOR/MONITOR/PACEMAKER Paddle repairs are included. (Paddle attachments are excluded;i.e.pediatric and anterior attachments). Auxiliary Power Supply included when listed on equipment inventory(Schedule A). Pacemaker repair is included. Case changes are excluded. Pacing and patient cables are excluded. FAST-PATCH®adapters and QUIK-COMBOTM pacing/defibrillation adapters are included. Repair coverage for Physio-Control®ECG,Pacing and Defibrillation Simulators included. Physio-Control®Battery Pak •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,up to a maximum of 4 Physio-Control Battery Paks every two years(including prior Support Plan periods)per LIFEPAK®10 defibrillator/monitor/pacemaker(listed on Schedule A). To assist in proper recycling and removal of low capacity batteries,replaced Battery Paks become the property of Physio-Control and must be returned at the time of exchange. •Only batteries manufactured by Physio-Control are covered under this Service Agreement. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Physio-Control cannot guarantee the operation,safety and/or performance of our product when operating with a non-Physio-Control battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a Physio-Control battery. Any repairs,as determined by a Physio-Control Service Representative,resulting from the use of a non-Physio-Control battery,will be billed at our standard list prices for parts and labor,including actual travel charges incurred. Reference Number: V57-2458 Renewal Printed:9/24/2009 Page 5 of 8 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B INSPECTION ONLY SERVICES If the customer requests that repairs be made as determined necessary by the Physio-Control Service Representative after completion of the inspection,such repairs will be made at Physio-Control's then current labor rate less 10%. Parts required for such repairs will be made available at 15%less than the then current list price for such parts. •Customer retains the responsibility to perform the battery maintenance and evaluation procedures outlined in the service manual and to replace batteries that do not pass the conditions outlined under"Discarding/Recycling Batteries." Batteries failing to meet battery performance tests should be removed from service and properly discarded(recycled). •If customer provides evidence that a Physio-Control Battery Pak fails to meet the performance tests noted above and/or the Battery Pak age exceeds 2 years,Physio-Control shall replace said Physio-Control Battery Pak(like for Like)i.e.FASTPAK for FASTPAK,FASTPAK2 for FASTPAK2,LIFEPAK SLA for LIFEPAK SLA,or LIFEPAK NiCd for LIFEPAK NiCd, up to the maximum amount of Physio-Control Battery Paks as is specified on Schedule A,every two years(including prior Support Plan periods). To assist in proper recycling and removal of low capacity batteries,replaced Battery Paks become the property of Physio-Control and must be returned at the time of exchange. •Only batteries manufactured by Physio-Control are covered under this Service Agreement. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Physio-Control cannot guarantee the operation,safety and/or performance of our product when operating with a non-Physio-Control battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a Physio-Control battery. Any repairs,as determined by a Physio-Control Service Representative,resulting from the use of a non-Physio-Control battery,will be billed at our standard list prices for parts and labor,including actual travel charges incurred. Inspections are performed Monday thru Friday 8am to 5pm(excluding holidays) Reference Number: V57-2458 Renewal Printed: 9/24/2009 Page 6 of 8 PHYSIO-CONTROL, INC. TECHNICAL, SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK® 12(LP 12)Defibrillator/Monitor Includes: Standard detachable hard paddle repairs LP 12 upgrade installed by Physio-Control Technical Services Representative at a rate of 17%less than the then current 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 terms,discounts,and/or promotions. Physio-Control FASTPAK®,FASTPAK 2,LIFEPAK SLA,and LIFEPAK NiCd Battery Battery maintenance,performance testing,evaluation,removal,.recycling,and replacement are the responsibility of the Customer, and should be performed in accordance with the LP 12 Series Operating Instructions section entitled Discarding/Recycling Batteries. Batteries replacement is available on a one-for-one basis,up to the number of devices listed in Equipment Inventory,Schedule A, upon the earlier of either(i)reported battery failure as determined by Customer's performance testing and evaluation in accordance with the LP 12 Operating Instructions section entitled 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(ii)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 battery 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 incurred. LIFEPAK 12 Software Updates If combined Repair and Inspection services are designated for LP 12 units listed in Schedule A,a Physio-Control Technical Services Representative will install 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 the 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 Reference Number: V57-2458 Renewal Printed:9/24/2009 Page 7 of 8 PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B access to software loading tool at no additional charge. If Repair-Only services are designated for LP 12 units listed in Schedule A,a Physio-Control Technical Services Representative will install a LP 12 software update at the rate of$205.00 per unit per software update.In addition,during the Term of this Agreement, where an assembly,i.e.,printed circuit board,must be replaced to accommodate installation of new software,such assembly may be purchased by the Customer at a rate of 50%less than the then current list price.The cost of such software update will be billed in a separate invoice. Dependent upon availability of Customer software loading tool,and at Customer's request,Technical Services Representative shall provide Customer access to software loading tool at no additional charge. Physio-Control will replace the internal coin cell battery according to the number of such batteries listed in the Additional Items section of Schedule A. It is the Customer's responsibility to request such coin cell battery replacement,gather in a single location the devices that will receive such battery replacement,and to provide to the Physio-Control Technical Services Representative access to those devices. Coin cell battery replacement will take place during the Term of this Agreement,according to the number of coin cell batteries listed in the Additional Items section of Schedule A. LIFEPAKO 500 AED Repair coverage for Physio-Control®QUIK-COMBOTM Patient Simulators included. Repairs to Physio-Control Lifepak AED Trainers are excluded. Case Changes are excluded. Defibrillation and Communications cables are excluded. External Modems are excluded. Battery chargers are included and shall be exchanged up to one battery charger per Lifepak 500 automatic advisory defibrillator(listed on Schedule A)as determined necessary by Physio-Control.. Discounts may not be combined with any other special terms,discounts and/or promotions. Physio-Control®Battery Pak •Customer retains the responsibility to perform the battery maintenance and evaluation procedures outlined in the LIFEPAK 500 AED Operating Instructions. 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 1 LIFEPAK 500 lithium ion Battery Pak every 3 years(including prior Support Plan periods)per LIFEPAKO 500 automatic advisory defibrillator(listed on Schedule A). To assist in proper recycling and removal of low capacity batteries,replaced Battery Paks become the property of Physio-Control and must be returned at the time of exchange. •Only batteries manufactured by Physio-Control are covered under this Service Agreement. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Physio-Control cannot guarantee the operation,safety and/or performance of our product when operating with a non-Physio-Control battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a Physio-Control battery. Any repairs,as determined by a Physio-Control Service Representative,resulting from the use of a non-Physio-Control battery,will be billed at our standard list prices for parts and labor,including actual travel charges incurred. Reference Number: V57-2458 Renewal Printed:9/24/2009 Page 8 of 8