HomeMy WebLinkAbout2009-239 Agrmt - Physio Control
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS
RENEWAL TERMS
Physio-Control, Inc.'s ("Physio") acceptance of Customer's Technical Service Support Agreement is expressly conditioned on Customer's assent to the terms
set forth in this document and its attachments. Physio agrees to furnish the services ordered by Customer only on these terms, and Customer's acceptance of
any portion of the goods and services covered by this document shall confirm their acceptance by Customer. These terms constitute the complete agreement
between the parties and they shall govern any conflicting or ambiguous terms on Customer's purchase order or on other documents submitted to Physio by
Customer. These terms may not be revised in any manner without the prior written consent of an officer of Physio.
REPAIR SERVICES
If "Repair" services are designated, subject to the Exclusions identified below, they shall include, for the designated Covered Equipment, all repair parts and
materials required, all required Physio service technician labor, and all related travel expenses. For ottsite (shipMin) services, units will be returned to Customer by
Physio freight prepaid.
INSPECTION SERVICES
If "Inspection" services are designated, subject to the Exclusions identified below, they shall include, for the designated Covered Equipment, verification of
proper instrument calibration, verification that instrument mechanical operations and output measurements are consistent with applicable product
specifications, performance of an electrical safety check in accordance with National Fire and Protection Guidelines, all required Physio service technician labor
and all related travel expenses. For ottsite (shipMin) services, units will be returned to Customer by Physio freight prepaid.
DOCUMENTATION
Following each Repair and/or Inspection, Physio will provide Customer with a written report of actions taken or recommended and identification of any materials
replaced or recommended for replacement. .
LOANERS
If a Physio product is designated as a unit of Covered Equipment for Repair Services and needs to be removed from service to complete repairs, an appropriate
Loaner unit will be provided, if available, until the removed unit is returned. Customer assumes complete responsibility for the Loaner and shall return the Loaner
to Physio in the same condition as received, at Customer's expense, upon the earlier of the return of the removed unit or Physio's request.
EXCLUSIONS
This Technical Service Support Agreement does not include: supply or repair of accessories or disposables (e.g., patient cables, recorder paper, etc.); repair of
damage caused by misuse, abuse, abnormal operating conditions, operator errors, and/or acts of God; repairs to return an instrument to normal operating
equipment at the time of initial service by Physio under this Technical Service Support Agreement; case changes; repair or replacement of items not originally
distributed or installed by Physio; and exclusions on Schedule B to this Technical Service Support Agreement, if any, which apply to Covered Equipment.
SCHEDULE SERVICES
Designated Repair and Inspections Services will be performed at the designated service frequency and during designated service hours except where service
technicians are rendered unavailable due to mandatory training commitments, in which case Physio will provide alternate coverage. Customer is to ensure
Covered Equipment is available for Repair and/or Inspection at scheduled times. If Covered Equipment is not available as scheduled and Customer requests
additional services to be performed or if Physio is requested to perform Repair or Inspection services not designated in this Technical Service Support
Agreement (due to the nature of services selected, instruments involved not being Covered Equipment, request being outside of designated service frequency
or hours, or application of the Exclusions); Customer shall reimburse Physio at Physio's standard labor rates less 10% (including overtime, if appropriate), plus
standard list prices for related parts and materials less 15%, plus actual travel costs incurred.
PAYMENT
The cost of services performed by Physio shall be payable by Customer within thirty (30) days of Customer's receipt of Physio's Invoice (or such other terms as
Physio confirms to Customer in writing). In addition to the cost of services performed, Custom-er shall payor reimburse Physio for any taxes assessed Physio. 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.
WARRANTY
Physio warrants Services performed under this Technical Service Support Agreement and replacement parts provided in performing such Services against
defects in material and workmanship for ninety (90) days from the date a Service was performed or a part was provided. Customer's sole remedy shall be re-
servicing the affected unit and/or replacement of any part determined to be defective, without any additional Customer charge, provided Customer notifies
Physio of any allegedly defective condition within ten (10) calendar days of its discovery by Customer. Physio makes no other warranties, express or implied,
including, without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL PHYSIO BE
LIABLE FOR INCIDENTAL, CONSEOUENTIAL, SPECIAL, OR OTHER DAMAGES.
TERMINATION
Either party may terminate this Technical Service Support Agreement at any time upon sixty (60) days prior written notice to the other, except that Physio may
terminate this Technical Service Support Agreement immediately upon Customer's failure to make timely payments for services rendered under this Technical
Service Support Agreement. In the event of termination, Customer shall be obligated to reimburse Physio for that portion of the designated price which
corresponds to that portion of the Term and the scope of Servic"es provided prior to the effective date of termination.
DELAYS
Physio will not be liabre for any loss or damage of any kind due to its failure to perform or delays in its performance resulting from any cause beyond its
reasonable control, including, but not limited to, acts of God, labor disputes, labor shortages, the requirements of any governmental authority, war, civil unrest,
delays in manufacture, obtaining any required license or, permit, and Physio's inability to obtain goods from its usual sources. Any such delay shall not be
considered a breach of Physio's obligations and the performance dates shall be extended for the length of such delay.
MISCELLANEOUS
a) Customer agrees to not employ or offer employment to anyone performing Services on Physio's behalf during the Term of this Technical Service Support
Agreement or for one (1) year following its expiration without Physio's prior written consent.
b) This Technical Service Support Agreement, and any related obligation of other party, may not be assigned in whole or in part without the prior written consent
of the other party.
c) The rights and obligations of Physio and Customer under this Technical Service Support Agreement shall be governed by the laws of the State in which the
service is provided. All costs and expenses incurred by the prevailing party related to the enforcement of its rights under this document, including reasonable
attorney's fees, shall be reimbursed by the other party.
Rev 06/07
SVC-F-255
~
PHYSIO-CONTROL, INe.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Contract Number;
Servicing Rep:
District:
Phone:
FAX:
Bondi, Gina, WENN68
WEST
800-442-1142 x2228
800-772-3340
Equipment Location: AS~AND FIRE DEPARTMENT, 00189603
455 SISKIYOU BL YD
AS~AND, OR 97520
Scope Of Service Ship In Repair - I On Site Inspection per year:M-F/8-5
Ref. Effective Expiration Total
Model Part Number Serial Number Line Date Date Inspections
L1FEPAK@ 12 VLPI2-02-002164 13598430 3 2/112010 113112011 I
L1FEPAK@ i2 VLPI2-02-002164 13598432 4 2/1/2010 1/3112011
L1FEPAK@ 12 \CLPI2-02-002164 13598433 5 2/1/2010 1/3112011
L1FEPAK@ 12 VLPI2-02-002164 13598434 6 2/1/2010 1131/2011
LIFEPAK@ 12 \CLPI2-02-002164 13808176 7 2/112010 1/3112011
LIFEPAK@ 12 VLPI2-02-002164 13808180 8 2/112010 1/31/2011
LIFEP AK@ 12 VLPI2-02-002164 13808181 9 2/1/2010 1/31/2011
L1FEP AK@ 12 VLP I 2-02-002940 30466671 10 2/1/2010 1/3112011
LlFEPAK@ 12 \CLP I 2-02-002940 30491400 11 2/1/2010 1/3112011
Scope Of Service Ship In Repair Only:M-F/8-5
Model Part Number
BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009
BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009
Serial Number
11 753334
11761570
Ref. Effective Expiration Total
Line Date Date Inspections
2/112010 113112011 0
2 2/112010 '1/31/2011 0
** Denotes an inventory line that has changed since the last contract revision or addendum.
Reference Number: N68-172I
Printed: 11/6/2009
Renewat
Page 2 of 4
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LlFEPAK@ 12 (LP 12) Defibrillator/Monitor Includes:
Standard detachable hard paddle repairs
LP12 upgrade installed by Physio-Control Technical Services Representative at a rate of 17% less than the then current
field-installed list price
When listed in Equipment Inventory, Schedule A, LP 12 DefihrillatorlMonitor 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
PCMClA modems
Case changes
Discounts will not be combined with other special tenns. discounts, and/or promotions.
Physio-Control FASTPAK@,FASTPAK2,LlFEPAKSLA,andLlFEPAKNiCdBattery
Battery maintenance, pelforrnance testing, evaluation, removal, recycling, and replacement are the responsibility of the Customer,
and should be perfanned in accordance with the LP 12 Series Operating Instructions section entitled DiscardinglRecycling 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 DiscardinglRecycling Batteries, or (ii) upon completion of the second year of
use. Replacement Battery Pak shall be like for like, Le. FASTPAK for FASTPAK, FASTPAK 2 for FASTPAK 2, etc. During the
Term of this Agree.ment 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 ofPhysio.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
ofreplacement battery, the affected battery referenced above shall become the property ofPhysio-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 ofa battery not manufactured by Physio-Control, will be billed at Physio-Control's then current standard list
plices 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 ofa 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 Nwnber: N68- I 721
Printed: 111612009
Rettewal
Page 3 of 4
PHYSIO-CONTROL, INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
access to software loading tool at no additional charge.
IfRepair~Only services are designated for LP 12 units listed'~n Schedule A, a Physio~Control Technical Services Representative will
install aLP 12 software update at the rate of $205.00 per unit per software update. In addition, during the Tenn 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
sepamte 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.
Physi.o-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: N68-1721
Printed: 1116/2009
Renewal
Page 4 of 4
~~,
CITY Of
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
cry RECORDER
Page 1/1
~;.:_K\?'iE>A1:EC ~-:("~~
11/20/2009
rJ:;IF.:'01NIJMElER"<t"'"
09318
VENDOR: 003977
PHYSIO CONTROL INC
12100 COLLECTiONS CENTER DRIVE
REMIT TO
CHiCAGO, iL 60693
SHIP TO: Ashland Fire Department
(541) 482-2770
455 SISKIYOU BLVD
ASHLAND, OR 97520
FOB Point:
Terms: Net
Req. Del. Date:
Speciallnst:
Req. No.:
Depl.:
Contact: Greg Case
Confirming? No
~:tSamr~ ~Unit:1ill~ ~~~-lli:~1W;EJ~t'fij:Xm~:;;:;kmres'<-crif)rroWiT~r~~~~-:~tf~Lt~'L::;.1L~:1.\1":m;~~ ~;fNun'ifRffce~~ ~ttirEm1P.;:r~;{2'
Technicai Service Support Agreement for
Life Pack 12 Heart Monitors, The
agreement begins on February 1, 2010
and expires on 01/31/2011.
8,991.00
BILL TO: Account Payable
20 EAST MAIN ST
541-552-2028
ASHLAND, OR 97520
SUBTOTAL
TAX
FREIGHT
TOTAL
8991.00
0.00
0.00
8,991.00
~Accou'nlTNum~ ~~r:oject1Nnlnl)e~r~~~ ~t'!1~JAmormt~f;{ &ili'VACcOUjit~Numb~tN~i! ~:~_~rojeci1NtJnfbe'r:&htti1 t~~~r:H'~nroun~~
E 110.07.13.00.60416 8 991.00
/M 1: 4 /~J
~horized S~natute VENDOR COPY
A request for a Purchase Order
REQUISITION FORM
CITY OF
ASHLAND
THIS REQUEST IS A:
o Change Order (existing PO #
Date of Request: I 1/- /7~O? I
Required Date of Delivery/Service: I I
Vendor Name
Address
City, State, Zip
Telephone Number
Fax Number
Contact Name
7
F/9JC - ,/2S" - eb 7- YS- 7
SOLICITATION PROCESS
Small Procurement
o Less than $5,000
o Quotes (Optional)
\Sole Source (E",f~'t't.p...~
o Wjtten findings attached " 'f - r:..
lYCiuote or pro osal attached <2-'" Y?,.--<L~,"f2-
CooDerative Procurement ~t!..-
o State of ORIWA contract
o Other government agency contract
- italian to Bid
(Copies on file)
Intermediate Procurement
o (3) Written Quotes
(Copies attached)
o Copy of contract attached
o Reauestfor Prooosal
(Copies on file)
o Soeciall Exemot
o Written findings attached
o Quote or Pro sal attached
o Emeraencv
o Written findings attached
o Quote or Pro osal attached
o Contract #
Description of SERVICES
Total Cost
o Per attached PROPOSAL
!?rtf/Eivl,qL Or S~tll~[ /4(;/fEG/J1vr'r ;-~fi:
LIFE f'/flCN /2.. liMA r /f-/(J/{//;;!7;:;5',
~'$~ii;~ft\;i%~~~]
~~;t~:!tr,::~~~~~i:J:' ;:~9)'?~~~~:~~r.g;;:;~'
,.;:.::.{~~~~~.....,.;~lQ)~~ .:-,,>l_-I1~~..<.;:....,..:...!...:. '.:U.~
Item # Quantity
Unit
Description of MATERIALS
Unit Price'
Total Cost
""TOTA'S'COST,~~
0 Per attached QUOTE ~;:~~~~~r':~"~f:~~tC;:
'I~li"lo..:';?-i"'", ~ ,-, ,'.,....->.;:. -",
F~:::~1;~\ ;~-t: :.:\_<~f~x;';~f
Project Number - - - - - - . - - - tft{~~::.::.~.}~~~~~~:~{
Account Number j Lo- oJ 1--3. 41f:(. f~_'I.Ji:zO
. Items and services must be charged to Ihe appropriate accounl numbers ror the financials to reflect the aclual expenditures accurately.
By signing this requisition form, / certify that the information provided above meets the City of Ashland public contracting requirements,
and the documentation can be provided upon request.
Employee Signature:
Supervisor/Dept. Head Signature:
G: Finance\Procedure\AP\Forms\8_Requisition form revised.doc
Updated on: 81412005
I F~RM #10 I
CONTRACT APPROVAL REQUEST FORM
CITY OF
ASHLAND
Total Amount
Contractor/Consultant:
~ Per attached contract
F~~?--$ ;. C/ c?,I--?t, '(L,-~(
, -tJ1f) '1:31'6
PUBLIC CONTRACTING REQUIREMENTS - Solicitation Process
o Exempt from Competitive Biddinq 0 Invitation to Bid (Copies on file) 0 Emeraencv
Reason for exemption: o Written findings attached
o Quote or Proposal attached
o Small Procurement & Personal Services 0 Request for Proposal (Copies on file) Coooerative Procurement
Less than $5,000 Please check one: o State of Oregon
. Note: Total contract amount, including any o Goods & Services Contract #
amendments may not exceed $6,000 Q Personal Services o State of Washington
Intermediate Procurement [;[ Solo Source tE><!.$'I-~ Eg...., 3!?tract #
LYo or government agency contract
GOODS & SERVICES o Written findings attached
$5.000 to $75.000 o Quote or Proposat attached <>fl (/IE?-'; Agency
o /3\ Written Quoles /" ~~""'CI,~K . Contract #
PERSONAL SERVICES 0 Soecl3l Procurement 0 Interagency Contract
$5,000 to $50,000 o Written findings attached Agency
o (3) Written Proposals o Quote or Proposal attached Contract #
Have all public contracting requirements been satisfied?
YES
...---'
NO
If "NO", City Council approval is required. City Council approval was received on
(Date)
Have funds been budgeted for the purpose of this contract?
YES
~-
NO
If "NO", City Council approval is required. City Council approval was received on
Piease provide: AccountNumber(~ v:- ~?- (!!- '!~ ~~ 'II?> CJ
(Date)
Is the amount of the contract less than $25,OOO?
YES
~.
NO
If "NO", Legal review is required. Contract was "Approved as to form" by the Legal Department on
Is the amount of the contract less than $75,000 for Goods & Services
or $50,000 for Personal Services? "
(Date)
YES
c...----
NO
If "NO", City Council approval is required. City Council approvai was received on
(Date)
Is the contract for a period of 24-months or less?
YES
NO
If "NO", City Council approval is required. City Council approval was received on
(Date)
Please provide terms:
Start date:
Completion date:
If "NO", City Council approval is required. City Council approval was received on
(Date)
/<<'<L-
(YtfcU
~h~
pU~
~9p
'HJ .-
epadl:U( :-
Can the contract be terminated for convenien~r days
following delivery of written notice to the contractor?
6 t!J ~ fr"':"--
YES NO
~
COMMENTS:
~~ ,"
~cA.u<";;
n// -;:4!J -017
Prepared by:
Please circle: s:..Approv~ I Not Approved
~ .e?+
Lee Tuneberg. / _ /
Date: I ( t.!:-::S&,
.
Department:
Date:
TECHNICAL SERVICE SUPPORT AGREEMENT
PHYSIO CONTROL
COpy
II
Contract Number:
End User # 00189603
ASHLAND FIRE DEPARTMENT
455 SISKIYOU BLVD
ASHLAND, OR 97520
Bill To # 00189602
ASHLAND FIRE DEPARTMENT
CYO ASHLAND-CITY HALL
20 EAST MAIN STREET
ASHLAND, OR 97520
This Technicat Service Support Agreement begins on 211/2010 and expires on t/31/20 II.
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 Schedute 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 Schedute A is $8,991.00 per term, payable in Annual instathnents.
Special Terms
15% DISCOUNT ON ACCESSORJES
15% DISCOUNT ON ALL ELECTRODES
SOUTHERN OREGON HUB
By:
~
Customer: i!.-IT'/~,c ~JtNiJ
By: ~:J.. ~~'cr
Print: '6Mt.o<-! L.U" J'-<#b.5~
Tilte: .47J'1/1/ r~VlC';S /f"v4fUU2. fj//Z4Rq-p<.
/
Date: II />-~/ ~ 1
Purchase Order Number: 0 <1 "3/ g-
Date:
/1- (" - 0 q
Territory Rep: WENN68
Bondi, Gina
Phone: 800-442-1142 x2228
FAX: 800-772-3340
Customer Contact
Greg Case
Phone: 541482-2770
FAX:
Reference Nwnber: N68-1721
Printed: 11/6/2009
Renewal
Page I of 4