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HomeMy WebLinkAbout2015-032 Contract - Physio Control Inc TECHNICAL SERVICE SUPPORT AGREEMENT PHYSIO QUOTATION This Quotation is good for 90 days beginning Monday, January 26, 2015 End User # 00189603 Bill To # 00189602 ASHLAND FD ASHLAND FD 455 SISKIYOU BLVD CYO ASHLAND-CITY HALL ASHLAND, OR 97520 20 E MAIN ST ASHLAND, OR 97520 This Technical Service Support Agreement begins on 2/1/2015 and expires on 1/31/2016. The designated Covered Equipment and/or Software is listed on Schedule A. This Technical Service Agreement is subject to the Terms and Conditions on the reverse side of this document and any Schedule B, if attached. If any Data Management Support and Upgrade Service is included on Schedule A then this Technical Service Support Agreement is also subject to Physio-Control's Data Management Support and Upgrade Service Terms and Conditions, rev 7/99-1. Price of coverage specified on Schedule A is $9,360.00 per term, payable in Annual installments. Special Terms 15% DISCOUNT ON ACCESSORIES 15% DISCOUNT ON ALL ELECTRODES Accepted: Physio-Control, Inc. Customer: M R~4&16 171 CC 11- RCS G'A r By: By: Title: Print: k-jjtl I-tr~ 1-4A &15 Date: Title: ~7t & Gil 1 Date: 3 " 1 Purchase Order Number: Territory Rep: WENN68 Customer Contact: RM Gina Bondi Greg Case, DC/EMS Phone: 800-442-1142 x2228 Phone: 541-482-2770 'AShlarklPtRY AVOMOY FAX: 800-772-3340 FAX: 541-488-5318 Date 1` 3 O_ UL Reference Number: LR-0050 Renewal Printed: 1/26/2015 Page 1 of 5 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) as recommended in the applicable device's 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 n 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 1 case changes F repair or replacement of items not originally distributed or installed by Physio-Control -1 Upgrades, and installation of Upgrades 1 battery maintenance, performance testing, evaluation, removal, and recycling LOANERS. If Covered Equipment must be removed from use to complete Services, Physio-Control will strive to provide Customer with a similar loaner device until the Covered Equipment is returned. Customer assumes complete responsibility for the loaner 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 Reference Number: LR-0050 Renewal Printed: 1/26/2015 Page 2 of 5 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, on the Quote for Services, and/or on the 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 Term, 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 customer's cost at the 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; © 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: LR-0050 Renewal Printed: 1/26/2015 Page 3 of 5 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: Servicing Rep: Gina Bondi, WENN68 District: WEST Phone: 800-442-1142 x2228 FAX: 800-772-3340 Equipment Location: ASHLAND FD, 00189603 455 SISKIYOU BLVD ASHLAND, OR 97520 Scope Of Service On Site Preventative Maintenance; Ship In Repair Plus Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFEPAK® 12 VLP12-02-002164 13598430 1 2/1/2015 1/31/2016 1 LIFEPAK® 12 VLP12-02-002164 13598432 2 2/1/2015 1/31/2016 1 LIFEPAK® 12 VLP12-02-002164 13598433 3 2/1/2015 1/31/2016 1 LIFEPAK® 12 VLP12-02-002164 13598434 4 2/1/2015 1/31/2016 1 LIFEPAK® 12 VLP12-02-002164 13808176 5 2/1/2015 1/31/2016 1 LIFEPAK® 12 VLP12-02-002164 13808180 6 2/1/2015 1/31/2016 1 LIFEPAK® 12 VLP12-02-002164 13808181 7 2/1/2015 1/31/2016 1 LIFEPAK® 12 VLP12-02-002940 30466671 8 2/1/2015 1/31/2016 1 LIFEPAK© 12 VLP12-02-002940 30491400 9 2/1/2015 1/31/2016 1 Denotes an inventory line that has changed since the last contract revision or addendum. Reference Number: LR-0050 Renewal Printed: 1/26/2015 Page 4 of 5 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAKR 12 Defibrillator/Monitor Services LIFEPAKR 12 Defibrillator/Monitor 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 • Standard detachable hard paddles repair or replacement • REDI-CHARGER battery charger (Catalog# 11141-000115) repair or replacement of one for each LIFEPAK 12 Defibrillator/Monitor listed in Schedule A and as determined necessary by Physio-Control • Power Adapter repair or replacement • Battery Replacement Service o Replacement of failed internal coin cell batteries; and o For each LIFEPAK 12 listed on Schedule A, replacement of up to four (4) Physio-Control FASTPAKR batteries, FASTPAK 2 batteries, LIFEPAK SLA batteries, LIFEPAK NiCd batteries in accordance with the device Operating Instructions, or upon battery failure; or o For each LIFEPAK 12 listed on Schedule A, replacement of up to three (3) LIFEPAK Lithium-ion batteries in accordance with the device Operating Instructions, 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. LIFEPAKR 12 Defibrillator/Monitor Repair Plus Service • Parts and labor necessary to restore device to original specifications, subject to Exclusions • Standard detachable hard paddles repair or replacement • REDI-CHARGER battery charger (Catalog# 11141-000115) repair or replacement of one for each LIFEPAK 12 Defibrillator/Monitor listed in Schedule A and as determined necessary by Physio-Control • Power Adapter repair or replacement • Battery Replacement Service o Replacement of failed internal coin cell batteries; and o For each LIFEPAK 12 listed on Schedule A, replacement of up to four (4) Physio-Control FASTPAKR batteries, FASTPAK 2 batteries, LIFEPAK SLA batteries, LIFEPAK NiCd batteries in accordance with the device Operating Instructions, or upon battery failure; or o For each LIFEPAK 12 listed on Schedule A, replacement of up to three (3) LIFEPAK Lithium-ion batteries in accordance with the device Operating Instructions, 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. LIFEPAKR 12 Defibrillator/Monitor 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: LR-0050 Renewal Printed: 1/26/2015 Page 5 of 5 Page 1 t,. a s $ L .,`d t► w..1 K S CITY OF ASHLAND DATE PO NUMBER 20 E MAIN ST. 1/29/2015 12708 ASHLAND, OR 97520 (541) 488-5300 VENDOR: 003977 SHIP To: Ashland Fire Department PHYSIO CONTROL INC (541) 482-2770 12100 COLLECTIONS CENTER DRIVE 455 SISKIYOU BLVD CHICAGO, IL 60693 ASHLAND, OR 97520 FOB Point: Ashland, Oreqon Req. No.: Terms: Net Dept.: Req. Del. Date: Contact: Greq Case Special Inst: Confirming? No Quantity Unit Description Unit Price Ext. Price Technical Support Agreement 9,360.00 Term : 02/01/2015 to 01/31/2016 Annual renewal of heart monitor tech support aqreement with manufacturer to maintain warranty SUBTOTAL 9,360.00 BILL TO: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2010 TOTAL 9,360.00 ASHLAND, OR 97520 Account Number Project Number Amount Account Number Project Number Amount E 110.07.13.00.60416 9,360.00 Author' ed Signature VENDOR COPY FORM #3 CITY OF r'Iciuas~ or a Purchase Ord ASHLAND REQUISITION Date of request: 1-26-2015 Required date for delivery: Vendor Name Physio-Control Inc. Address, City, State, Zip 11811 Willows Rd N.E., P.O. Box 97006 Contact Name & Telephone Number a mon a. ~MbZ Fax Number SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached ❑ Small Procurement Cooperative Procurement Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon ❑ Direct Award Date approved by Council: Contract # ❑ Verbal/Written quote(s) or proposal(s) ❑ State of Washington Intermediate Procurement X❑ Sole Source Contract # GOODS & SERVICES ❑ Other government agency contract $5,000 to $100,000 0--'A' pplicable Form @5;6, 7 or 8)Agency ❑ (3) Written quotes attached Written quote or proposal attac~~ Contract # PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement $5,000 to $75,000 ❑ Form #g, Request for Approval ❑ Agency El Less than $35,000, by direct appointment El Written quote or proposal attached Date original contract approved by Council: Date approved by Council: (Date) ❑ (3) Written proposals attached Valid until: Date Description of SERVICES Total Cost Renewal of heart monitor service contract. s9,360.00 Item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST ❑ Per attached quotelproposal $ Project Number _ _ _ _ _ _ - _ _ _ Account Number _110_ - 07_ -13 - 00 - 604160 Account Number___-__-__- Account Number - *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support -Yes/ No By si p' g tbi i j o , I certify that the City's public contracting requirements have been satisfied. Employee Signature: Department Head Signature: ( ual to or gre ter than $5,000) Additional signatures (if applicable): Funds appropriated for current fiscal year: (S / NO x4e ;~_131 Finance Director- (Equal to orgr6 erthan $5,000) Date Comments: Form #3 - Requisition FORM #5 CITY OF -AS H LAN D SOLE-SOURCE DETERMINATION AND WRITTEN FINDINGS GOODS AND SERVICES Less than $100,000 To: John Karns, Fire Chief From: Physio - Control inc. Date: 1/26/2015 Re: Sole Source Determination and Written Findings for Goods and Services In accordance with AMC 2.50.090(F), the Department Head shall determine in writing that there is only one provider of a product or service of the quality and type required available. Estimated total value of contract: 9,360.00 Project name: Heart monitor Service contract renewal Description of goods and services: Renewal of service contract -attached Background: Annual renewal of heart monitor service contract with Product manufacture to maintain warranty Form #5 - Sole Source -Personal Services - Less than $75,000, Page 1 of 2,1/27/2015 Findings: Me findinzs below must include factual information supporting the determination7. Market Research Overall finding: [Include the market research conducted that demonstrates there is only one source that can provide the goods or services. This would include research of the internet, trade journals, agency vendor lists, professional organizations, studies, catalogs/industrial periodicals, vendor sources, yellow pages, etc. For Information Technology Contracts any ownership or proprietary issues should be filly addressed and there must be written documentation to support facts. ] [In accordance with ORS 279B. 075, these are the examples of findings that should be addressed. Select at least one of the findings and prepare the determination as it specifically relates to the goods or services being procured. More than one findinz can be addressed. The findings are as follows. Pursuant to ORS 27913.075 (2)(a): Provide findings supporting your determination that the efficient utilization of existing goods requires the acquisition of compatible goods or services from only one source. [Provide clear and concise information to support this determination.) Pursuant to ORS 279B.075 (2)(b): Provide findings supporting your determination that the goods or services required for the exchange of software or data with other public or private agencies are available from only one source. renewal of heart monitor service contract with Product manufacture to maintain warranty Pursuant to ORS 27913.075 (2)(c): Provide findings supporting your determination that the goods or services are for use in a pilot or an experimental project. [Provide clear and concise information to support this determination. ] Pursuant to ORS 279B.075 (2)(d): Any other findings that support the conclusion that the goods or services are available from only one source. [Provide clear and concise information to support this determination. If there is more than one finding that supports this determination, please address them independently. ] Form #5 - Sole Source -Personal Services - Less than $75,000, Page 2 of 2,1/27/2015 TECHNICAL SERVICE SUPPORT AGREEMENT PHYSIO QUOTATION ,CONTROL This Quotation is good for 90 days beginning Monday, January 26, 2015 End User# 00189603 Bili TO # 00189602 ASHLAND FD ASHLAND FD 455 SISKIYOU BLVD CYO ASHLAND-CITY HALL ASHLAND, OR 97520 20 E MAIN ST ASHLAND, OR 97520 This Technical Service Support Agreement begins on 2/1/2015 and expires on 1131/2016. Tice designated Covered Equipment and/or Software is listed an Schedule A. This Technical Service Agreement is subject to the Terms and Conditions on the reverse side of this document and any Schedule B, if attached. If any Data Management Support and Upgrade Service is included on Schedule A then this Technical Service Support Agreement is also subject to Physio-Control's Data Management Support and Upgrade Service Terms and Conditions, rev 7/99-1. Price of coverage specified on Schedule A is $9,360.00 per term, payable in Annual installments. Special Terms 15% DISCOUNT ON ACCESSORIES 15% DISCOUNT ON ALL ELECTRODES Accepted: P sio-Control, Inc. Customer. Fleg 1- RF-S G, By: By: l•-t Title: j p u-Ta^[,c ,r &f-VsAUj Prior b Ht~ 1 1QN s Date: t Title: t+Q E CA-1 I J--- Date: 1-342-15 Purchase Order Number. Territory Rep: WEW68 Customer Contact: A r Q RM Gina Bondi Greg Case, DC/EMS Phone: 800 442-I 142 x~?78 Phone: 54I482-2770 AWM8Y FAX: 800-772-3340 FAX: 541-488-5318 D Reference Number. LR 0050 Renewal Printed: 126/2015 Page I of 5 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGRESMENTTERMS AND CONDITIONS Customer's signature on this Agreement or a valid purchase order referencing this Technical Service Support Agreement is required prior to Physto-Control's acceptance and performance orthis Agreement This Agreement covers only the equipment listed on Schedule A ("Covered EquipmenC'). These terms constitute the complete agreement between the parties and they shall govern over any other documents, including Customers purchase order. These terns 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. Fol3owing Services, Physio-Control wilt 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 Physlo-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 satisfadgry operating condNiom 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 d 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, mechanicM 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 one4or-one, like-for,itke basis, up to the number of batteries and/or devices fisted in Schedule A. Only batteries manufactured or distributed by Physio-Controi are eligible for replacement Battery replacement is available upon Customer notification to Phsysio-Contrd of the occurrence of.. battery failure as determined by Customer's performance testing and evaluation In accordance with the applicable Operating Instructions-, or (ii) as recommended in the applicable device's Operating instructions. At the discretion of Physio-Control, battery replacement shall be etrected by shipment to Customer and replacement by Customer, or by on-sRe delivery and replacement by a Physio-Conral Service Technician. Upon Customer's receipt of a replacement battery, the battery being replaced shag become the property of Physlo-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 Ml Invoice Customer the then-current rate for the replacement battery, "On-Site Service" means that a Physio-Control factory-trained teclxddan will provide Services at Customer's location. Services will be performed between 11:00atn wid SMpm local time. Monday ttrrougtt Friday, excluding holidays. Customer Is to ensure Covered Equipment is available for Services at scheduled times. Some Services may not be completed OnSke. Physto-Contmi 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 wW be performed at Physlo-Controls designated fadliry. Physlo-Control will cover round-trip freight for Covered Equipment that is sent to our designated facifty 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-Contral wilt charge Customer for such services at 10°/a oft Physio-Contrc s standard rates (mcluding 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•curent list price. EXCLUSIONS. Unless otherwise specified. Services do not Include the following Exclusions: r supply or repair of accessories or disposables C repair of damage caused by misuse, abuse, abnormal operating conditions, operator errors, ads of God, and use of batteries. electrodes, or other products not distributed by Physio-Control 0 case changes n repair or replacement of items not originally distributed or installed by Physio-Conlrof 0 Upgrades, and installation of Upgrades C battery maintenance. performance testing, evaluation, removar, and recycling LOANERS, U Covered Equipment must be removed from use to complete Services; Physio-Control will strive to provide Customer with a similar loanerdevke until the Covered Equipment is returned. Customer assumes comWete responsibility for the loaner and shall return the loaner at Customer's expense to Physio-ConfroJ in the same condition as received, upon the earlier of the return of the Reference Number. L11-00,50 Renewal Printed: 1126r1015 Page 2 of 5 removed Covered Equipment or Physio-Controls request. UPDATES. "Update' means a change to a device to enhance its current features, stability, or software. It Comprehensive Service or Repair 8 inspect Service is designated for Covered Equipment on Schedule A, Physio-Contrel will install Updates at no additional cost. provided such Updates are installed at the time of regularly scheduled Services. Updates installed an 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°/6 off the then-current list price of the Update. For all Service plans. H 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 them-current list price. PRICING. Pricing is set forth on the first page of this Agreement, on the Quote for Services, and/or on the Invoice for the Services purchased. Prices do not include taxes. Sales, service or use taxes troll be invoiced in addition to the price of the goods and Services covered by this Agreement unless Physlo-Control receives a copy of a valid exemption certificate. N the number or configuration of Covered Equipment changes during the Term, 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. PAYM5XT. 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 mservrdng the affected Covered Equipment and/or replacement of any part determined to be defective, without additional charge, provided Customer notifies Physlo-Contral of any allegedly defective condition within ten (10) calendar days of its discovery by Customer. Physic,Controt 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 Tenn 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 automatcatly 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 patty 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 arty time upon sixty (50) days' prior written notice to the other parry. In the event of such early termination by Customer, Customer shall he 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. Physlo-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 Physlo-Control's inability to obtain goods from Its usual sources. Any such delay shall not be considered a breach of Physio-Controls 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 Physlo-Control Limited Warranty or a current Physio-Control Technical Service Support Agreement must be inspected and repaired (if necessary) to meet original specifications at customer's cost at the then-current list prices prior to being covered under a Technical Service Support Agreement. Physlo-Control reserves the right to refuse to support any device that has been remanufactured by a company other than PhysiaControi. MISCELLANEOUS. (a) During the Term of this Agreement and for one (1) year following its expiration, without Physto-Control's prior wnMen consent. Customer agrees to not to sogdt 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 arty 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 Stale in which the Services are providers; (d) all costs and expenses incurred by the prevailing party related to the enforcement of its rights under this Agreement, including reasonable attomey's fees. shall be reimbursed by the other party. Reference Number: LR-0050 Renewal Printed: It26P_015 Page 3 of 5 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCREDULE A Contract Number. Servicing Rep: Gina Bondi, WENN68 District: WEST Phone: 800-442-1142 %23?8 FAX: 800-7727-3340 Equipment Location: ASHLAND FD, 00189603 455 SISKIYOU BLVD ASHLAND, OR 97530 Scope Of Service On Site Preventative Maintenance; Ship In Repair Plus Ref, Effective Expiration Total mnerl , gNurn C ! r n I In i UFEPAKO 12 VLP12-Q22-002164 13598430 1 2/12015 11312016 I LIFEPAM 13 VLP12-02-002164 13599432 2 2/12015 11318016 l LIFEPAKOD 12 VLP12.02-003164 13598433 3 2118015 11318016 l LIFEPAKOD 12 VLP12-02-002164 13598434 4 2113015 11318016 1 UFEPAKS 12 VLP12.02-002164 13805176 5 211P-015 151/2016 1 LIFEPAKO12 VLP13-02-M164 13808180 6 2131-015 1/31P-016 1 LIFEPAK®13 VLPt3.02-003164 13808181 7 211/2015 1/31!_'016 1 LIFEPAK4012 VLP12-02-001940 30366671 B 2112015 1131/2016 I UFEPAK4012 VLP12.02-003940 30491400 9 2112015 1131!-016 I Denotes an inventory line that has changed since the last contras revision or addendum. Reference Number. LR-0050 Renewal Printed: 1126/'.3015 Page 4 of 5 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAKO 12 Defibrillator/Monhor Services LIFEPAKO 12 Defibrillator/Monitor Comprehensive Service • Preventative maintenance and inspections at intervals set forth on Schedule A • Parts and labor accessary 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 12 Defibrillator/Monitor listed in Schedule A and as determined necessary by Physio-Control • Power Adapter repair or replacement • Battery Replacement Service o Replacement of failed internal coin cell batteries: and o For each LIFEPAK 12 listcd on Schedule A. replacement of up to four (4) Physio-Control FASTPAK4D batteries. FASTPAK 2 batteries, LIFEPAK SLA batteries. LIFEPAK NiCd batteries in accordance with the device Operating Instructions, or upon battery failure; or o For each LIFEPAK 12 listed on Schedule A, replacement of up to three (3) LIFEPAK Lithium-ion batteries in accordance with the device Operating Instructions, or upon battery fa are • 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 sate of 301/6 off the then-current list price. LIFEPAKQ 12 Defibrillator/Monitor Repair Plus Service • Parts and labor necessary to restore device to original specifications, subject to Exclusions • Standard detachable hard paddles repair or replacement • REDI-CRARGE0 battery charger (Catalog# 11141-000115) repair or replacement of one for each LIFEPAK 12 Defrbrillator/Monitor listed in Schedule A and as determined necessary by Physio-Control • Power Adapter repair or replacement - Battery Replacement Service o Replacement of failed internal coin cell batteries: and o For each LIFEPAK 12 listed on Schedule A, replacement of up to four (4) Physio-Control FASTPAKOD batteries, FASTPAK 2 batteries, LIFEPAK SLA batteries. LIFEPAK NiCd batteries in accordance with the device Operating Instructions, or upon battery failure; or o For each LIFEPAK 12 listed on Schedule A. replacement of up to three (3) LIFEPAK Lithium-ion batteries in accordance with the device Operating Instructions, or upon battery failure • Updates installed at 20% of 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 300/6 off the then-current fist price. LIFEPAKQ412 Defibrillator/Monitor Preventative Maintenance Service • Preventative maintenance and inspections at intervals set forth on Schedule A • Updates installed at 200/16 off the then-current list price provided such Updates arc 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. LR-0050 Renewal Printed: IP26P_015 Page 5 of 5