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Resolution No. 2013-015RESOLUTION NO. 2013-15 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A TECHNICAL SERVICE SUPPORT AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND PHYSIO-CONTROL, INC. FOR THE MAINTENANCE OF FOUR LIFEPAK DEFIBRILLATORS WHEREAS, the City of Vernon (the "City"), requires the services of a vendor to perform on -site repair and annual on -site inspection services on four (4) Lifepak defibrillators (the "Equipment"), located at Vernon Fire Station #1 in the City; and WHEREAS, Physio-Control, Inc. ("Physio-Control"), is qualified and capable of providing the services necessary to perform the on -site repair and inspection of the Equipment (collectively, the "Services"), because Physio-Control furnished the grant -funded Equipment and is uniquely suited to service its own equipment to original specifications to meet essential life saving purposes; and WHEREAS, by memo dated January 22, 2013, the Purchasing Department has recommended the City enter into an agreement setting forth the terms and conditions under which Physio-Control will perform the Services, for a period of three (3) years, in an annual amount not to exceed Twelve Thousand Five Hundred Seventy -Nine Dollars and Ten Cents ($12,579.10); and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (b)(1) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with Physio-Control to provide the specialized Services required for the Equipment. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act (CEQA), in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. SECTION 3: The City Council of the City of Vernon hereby approves the Technical Service Support Agreement (the 'Agreement") with Physio-Control, Inc., a copy of which is attached hereto as Exhibit A. SECTION 4: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro Tem to execute the Agreement, for and on behalf of the City; and the Interim City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized, including but not limited to, any non -substantive changes to the Agreement attached herein. SECTION 6: The City Council of the City of Vernon hereby directs the Interim City Clerk, or the Interim City Clerk's designee, to send one executed Agreement to: Physio-Control, Inc. Attention: Mark Watson, Associate Contract Analyst M/S: 4S 11811 Willows Road NE Redmond, WA 98052 SECTION 7: The Interim City Clerk of the City of,Vernon shall certify to the passage, approval and adoption of this resolution, and the Interim City Clerk of the City of Vernon shall cause this resolution and the Interim City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 22nd day of January, 2013. Name: William J. Davis Danalgeed, Interim City Clerk Title: Mayor / 444 - i _3- STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Dana Reed, Interim City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2013-15, was duly passed, approved and adopted by the City Council of the City of Vernon at a special meeting of the City Council duly held on Tuesday, January 22, 2013, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this Q& day of January, 2013, at Vernon, California. (SEAL) Reed, Interim City Clerk -n- EXHIBIT A TECHNICAL SERVICE SUPPORT AGREEMENT Contract Number End User # 19958702 Bill To # 19958702 VERNON FD VERNON FD FIRE STATION #1 FIRE STATION #1 3375 FRUITLAND AVE 3375 FRUITLAND AVE VERNON, CA 90058 VERNON, CA 90058 This Technical Service Support Agreement begins on 12/26/2012 and expires on 12/25/2015. 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 shall be in an amount not to exceed $12,579.10 per term, payable in Annual installments. Terms None Territory Rep: WENN70 Bill Richardson Phone: FAX: 800-772-3340 Customer: By: Please see attached signature page Print: Title: Date: Purchase Order Number: Customer Contact: Chief Andrew Guth Phone: 323-583-4821 ext511 FAX: Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 1 of 7 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS Customer's signature or purchase order referencing this Technical Service Support Agreement are required prior to Physio-Control's acceptance. 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. These terms may not be revised in any manner without the prior written consentof Physio-Control. - SERVICES. The services provided under this Agreement are set forth on Schedule A. Physio-Control strives to return service calls within two (2) hours, and strives to resolve service issues within twenty-four (24) hours. Following service, 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: " Repair Only Service" means repairs, Battery Replacement Service, parts and labor necessary to restore Covered Equipment to original specifications, subject to Exclusions. " Inspection Only Service" means inspections of Covered Equipment to verify proper device calibration, mechanical operations and output measurements, electrical safety check in accordance with National Fire Protection Association (NFPA) guidelines and labor, subject to Exclusions. " Repair and 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 Physlo-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 (It) 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 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, Customer will be charged at the then -current rate for the replacement battery. " On -Site Service " means that a Physlo-Control factory -trained technician will provide service at Customer's location. Services will be performed between 8:00am and5:00pm local time, Monday through Friday, excluding holidays. Customer is to ensure Covered Equipment is available for service at scheduled times. Some service 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 service facility for repair. 24-hour On -Site Service" means that a Physlo-Control factory -trained technician will provide service at Customer's location at anytime, except on the holidays listed above. Customer is to ensure Covered Equipment is available for service at scheduled times. Some service may not be completed On -She. Physio-Control will cover travel and/or round-trip freight for Covered Equipment that must be sent to our designated service facility for repair. - " Ship -In Service' means that service will be performed at Physio-Control's designated service facility. Physlo-Control will cover round-trip freight for Covered Equipment that is sent to our designated service facility for repair. If Covered Equipment is not available as scheduled or Customer requests services or goods not covered by this Agreement or outside of designated service frequency or hours, Physio-Control will charge Customer at Physio-Control's standard labor rates less 10% (including overtime, if appropriate) and applicable travel costs. Parts required for such repairs will be made available at 15% off the then -current list price. EXCLUSIONS. Unless otherwise specified,.t his Agreement does not include: • supply or repair of accessories or disposables • repair of damage caused by misuse, abuse, abnormal operating conditions,.use of batteries or other products not distributed by Physio-Control, operator errors, or. acts of God • 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 Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 2 of 7 LOANERS. If Covered Equipment must be removed from service to complete repairs, 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 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 Repair and 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 service. If parts must be replaced to accommodate installation of new software, such parts may be purchased at a rate of 30% less than the then -current list price. Updates installed on Covered Equipment designated as Repair Only Service, Inspect Only Service, or at a time other than regularly scheduled Repair and Inspect Service will be billed on a separate invoice at the then -current list price less 20%. . UPGRADES. "Upgrade" means a major, standalone version of software or the addition of features or capabilities to a device. Upgrades must be purchased separately, and are not provided under this Agreement. Upgrades are available at a rate of 17 % less than the then -current list price. PRICING. Pricing is set forth on the front page of this Agreement. 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 Inspection Only Service and Repair and Inspect Service, no pricing deduction will be made for removal of Covered Equipment if an inspection has already been performed during the Term. Discounts will 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 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 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 initial Tenn is set forth on the front page of this Agreement. 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, 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 cost of any services 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. All devices that are not under Physio-Control Limited Warranty or a current 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. MISCELLANEOUS. (a) Customer agrees to not employ or offer employment to anyone performing services on Physio-Control's behalf during the Tenn of this Agreement or for one (1) year following its expiration without Physio-Control's prior written consent; (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 service is 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: N70-0173 Renewal Printed: 1/8/2013 Page 3 of 7 INDEMNITY. Contractor agrees to indemnify, hold harmless, and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgment and expenses (including attorney's fees and costs of litigation) which in whole or in part are claimed to result from or to arise out of produce defects related to service work performed under this contract; or any acts, errors or omissions (including, without limitation, professional negligence) of Contractor; its employees, representatives, subcontractors, or agents in connection with the performance of this contract. The agreement to indemnify includes, but Is not limited to, personal injury (including death at any time) and damage to property (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Contractor and its employees or agents, and members of the general public). Reference Number: N70-0173 Renewal Printed: 1/812013 Page 4 of 7 CITY OF VERNON William Davis, Mayor ATTEST: Dana Reed, Interim City Clerk APPROVED AS TO FORM: Nicholas George Rodriguez, City Attorney PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: Servicing Rep: Bill Richardson, WENN70 District: WEST Phone: FAX: 800-772-3340 Equipment Location: VERNON FD, 19958702 FIRE STATION #1 3375 FRUITLAND AVE VERNON, CA 90058 Scope Of Service On Site Repair and I On Site Inspection per Year:M-F/8-5 - Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFEPAK0 12 VLPl2-02-005985 35189920 1 12/26/2012 12/25/2015 3 LIFEPAK® 12 VLP12-02-007228 36035670 2 12/26/2012 12/25/2015 3 LIFEPAKta 15 V15-2-001603 40639395 3 8/29/2013 12/25/2015 2 LIFEPAK®15 V15-2-001603 40639396 4 8/29/2013 12/25/2015 2 "Denotes an inventory line that has changed since the last contract revision or addendum. Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 5 of 7 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK® 12 Defibrillator/Monitor Repair Service includes: Standard detachable hard paddle repairs. • Replacement or repair of Physio-Control battery charging systems, on a one -for -one basis with the total number of LP12 defibrillator/monitors listed in Schedule A and as determined necessary by Physio-Control. 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. Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 6 of 7 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAKO 15 Monitor/Defibrillator Repair Service includes: Standard detachable hard paddle repairs. • Replacement or repair of Physio-Control battery charging systems on a one -for -one basis with the total number of LP15 Defibrillator/Monitors listed in Schedule A, and as determined necessary by Physio-Control. Power Adapter repair/replacement. Battery Coverage Replacement of three (3) LIFEPAK Li -ion Batteries every two (2) years, or upon battery failure Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 7 of 7 0) f, ) Uj e" y _t OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 January 24, 2013 Physio-Control, Inc. Attn: Mark Watson, Associate Contract Specialist 11811 Willows Road NE Redmond, WA 98052 Re: Technical Service Support Agreement for Four Lifepak Defibrillators Dear Mr. Watson: Transmitted herewith is one fully executed original agreement approved by City Council on January 22, 2013, through Resolution No. 2013-15. If you have any questions regarding this matter, please call Andrew Guth, at (323) 583-8811 ext. 512. VePorah urs, euarez Records Management Assistant Enclosure c: Andrew Guth David Kimes Purchasing Department Resolution No. 2013-15 Agreement No. 13-004 Excfusivefy Industriaf TECHNICAL SERVICE SUPPORT AGREEMENT Contract Number End User # 19958702 Bill To # 19958702 VERNON FD VERNON FD FIRE STATION #1 FIRE STATION #1 3375 FRUITLAND AVE 3375 FRUITLAND AVE VERNON, CA 90058 VERNON, CA 90058 This Technical Service Support Agreement begins on 12/26/2012 and expires on 12/25/2015. 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 shall be in an amount not to exceed $12,579.10 per term, payable in Annual installments. Territory Rep: WENN70 Bill Richardson Phone: FAX: 800-772-3340 Customer: By: Please see attached signature pane Print: Title: Date: Purchase Order Number: Customer Contact: Chief Andrew Guth Phone: 323-583-4821ext5ll FAX: Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 1 of 7 PHVSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS Customer's signature or purchase order referencing this Technical Service Support Agreement are required prior to Physio-Control's acceptance 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 govem over any other documents. 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 to return service calls within two (2) hours, and strives to resolve service issues within twenty-four (24) hours. Following service, 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: " Repair Only Service" means repairs, Battery Replacement Service, parts and labor necessary to restore Covered Equipment to original specifications, subject to Exclusions. " Inspection Only Service" means inspections of Covered Equipment to verify proper device calibration, mechanical operations and output measurements, electrical safety check in accordance with National Fire Protection Association (NFPA) guidelines and labor, subject to Exclusions. " Repair and 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: (1) 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, Customer will be charged at the then -current rate for the replacement battery. " On -Site Service " means that a Physio-Control factory -trained technician will provide service 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 service at scheduled times. Some service 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 service facility for repair. "24-hour On -Site Service" means that a Physio-Control factory -trained technician will provide service at Customer's location at anytime, except on the holidays listed above. Customer is to ensure Covered Equipment is available for service at scheduled limes. Some service 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 service facility for repair. " Ship -In Service' means that service will be performed at Physio-Control's designated service facility. Physio-Control will cover round-trip freight for Covered Equipment that is sent to our designated service facility for repair. If Covered Equipment is not available as scheduled or Customer requests services or goods not covered by this Agreement or outside of designated service frequency or hours, Physio-Control will charge Customer at Physio-Controts standard labor rates less 109/ (including overtime, if appropriate) and applicable travel costs. Parts required for such repairs will be made available at 15 % off the then -current list price. EXCLUSIONS. Unless otherwise specified, this Agreement does not include: • supply or repair of accessories or disposables - • repair of damage caused by misuse, abuse, abnormal operating conditions,, use of batteries or other products not distributed by Physio-Control, operator errors, or acts of God • 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 Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 2 of 7 LOANERS. If Covered Equipment must be removed from service to complete repairs, 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 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 Repair and 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 regulady scheduled service. If parts must be replaced to accommodate installation of new software, such parts may be purchased at a rate of 30 % less than the then -current list price. Updates installed on Covered Equipment designated as Repair Only Service, Inspect Only Service, or at a time other than regularly scheduled Repair and Inspect Service will be billed on a separate invoice at the then -current list price less 20%. UPGRADES. "Upgrade" means a major, standalone version of software or the addition of features or capabilities to a device. Upgrades must be purchased separately, and are not provided under this Agreement. Upgrades are available at a rate of 170% less than the then -current list price. PRICING. Pricing is set forth on the front page of this Agreement. 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 Inspection Only Service and Repair and Inspect Service, no pricing deduction will be made for removal of Covered Equipment if an inspection has already been performed during the Term. Discounts will 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 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 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 initial Term is set forth on the front page of this Agreement. 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 parry may terminate this Agreement for material breach by the other party by providing thirty (30) days' written notice to the other parry, 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, 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 cost of any services 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. All devices that are not under Physio-Control Limited Warranty or a current 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. MISCELLANEOUS. (a) Customer agrees to not employ or offer employment to anyone performing services on Physio-Control's behalf during the Term of this Agreement or for one (1) year following its expiration without Physio-Controts prior written consent; (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 parry; (c) this Agreement shall be governed by the laws of the State in which the service is 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: N70-0173 Renewal Printed: 1/8/2013 Page 3 of 7 INDEMNITY. Contractor agrees to indemnity, hold harmless, and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgment and expenses (including attorney's fees and costs of litigation) which in whole or in part are claimed to result from or to arise out of produce defects related to service work performed under this contract; or any acts, errors or omissions (including, without limitation, professional negligence) of Contractor; its employees, representatives, subcontractors, or agents in connection with the performance of this contract. The agreement to indemnify includes, but is not limited to, personal injury (including death at any time) and damage to property (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Contractor and its employees or agents, and members of the general public). Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 4 of 7 CITY OF VERNON C B . William Davis, ayor T: Reed, Inte City Clerk APPROVE TO FORM: Nicho as George Rodriguez, City Attorney PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number Servicing Rep: Bill Richardson, WENN70 District: WEST Phone: FAX: 800-772-3340 Equipment Location: VERNON FD, 19958702 FIRE STATION #1 3375 FRUITLAND AVE VERNON, CA 90058 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 VLP12-02-005985 35189920 1 12/26/2012 12/25/2015 3 LIFEPAK® 12 VLP12-02-007228 36035670 2 12/26/2012 12/25/2015 3 LIFEPAK© 15 V15-2-001603 40639395 3 8/29/2013 1225/2015 2 LIFEPAK® 15 V15-2-001603 40639396 4 8/29/2013 12/25/2015 2 -" Denotes an inventory line that has changed since the last contract revision or addendum. Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 5 of 7 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK® 12 Defibrillator/Monitor Repair Service includes: Standard detachable hard paddle repairs. • Replacement or repair of Physio-Control battery charging systems, on a one -for -one basis with the total number of LP12 defibrillator/monitors listed in Schedule A and as determined necessary by Physio-Control 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; m Replacement of three (3) LIFEPAK Li -ion Batteries every two years, or upon battery failure. Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 6 of 7 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAKO 15 Monitor/Defibrillator Repair Service includes: Standard detachable hard paddle repairs. • Replacement or repair of Physio-Control battery charging systems on a one -for -one basis with the total number of LP15 Defibrillator/Monitors listed in Schedule A, and as determined necessary by Physio-Control. Power Adapter repair/replacement. Battery Coverage Replacement of three (3) LIFEPAK Lkon Batteries every two (2) years, or upon battery failure Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 7 of 7 I RECEIVED JAN 1 6 2013 CITY CLERK'S OFFICE STAFF REPORT PURCHASING DEPARTMENT DATE: January 22, 2013 TO: Honorable Mayor and City Council FROM: Debby Nickens, Purchasing k"I/ DECEIVED JAN 15 2013 CITY ADMINISTRATION RE: Fire Department request to issue a monthly purchase order with Physio-Control, Inc., for maintenance of their (4) Life -Pak Defibrillators Recommendation It is recommended that the City Council approve and authorize the execution of a technical service support agreement with Physio-Control, Inc., for the maintenance of (4) Life -Pak Defibrillators. The City Council will find that the approval of the proposed request to issue a monthly purchase order to Physio-control in this staff report is exempt under the California Environmental Quality Act (CEQA) in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. The duration of the contract services is for (3) years, starting December 26, 2012 thru December 25, 2015. The department would generate an annual monthly purchase order, with the initial period of December 26, 2012 thru December 25, 2013. The annual cost for maintenance is not to exceed $12,579.10 per year. This request is being submitted for approval, under the previous Purchasing guidelines. When the maintenance is scheduled for renewal after the three year period, Purchasing will adhere to the new Purchasing guidelines which mandate the solicitation of competitive bids for the maintenance coverage. Background The department has (2) Life -Pak 12 and (2) Life -Pak 15 defibrillators. Physio-control is the manufacturer of the Life -Pak 12 and 15 units. This vendor has provided the maintenance for the defibrillators for the past (5) years. Issuing the maintenance agreement to the manufacturer of the units ensures the units will function at their optimum level. Fiscal Impact The maintenance cost per year totals $12,579.10. The cumulative cost for the entire (3) year service period totals $37,737.30. Funding for this request was not specifically budgeted, but funds are available. Nickens, Debby From: Rodriguez, Nicholas Sent: Monday, January 07, 2013 4:49 PM To: Nickens, Debby Cc: Muro, Eva Subject: RE: Emailing: PHYSIO-CONTROL TECHNICAL SERVICE SUPPORT AGREEMENT - SUGGESTED REVISION AND INDEMNITY CLAUSE Goodenough -----Original Message ----- From: Nickens, Debby Sent: Monday, January 07, 2013 4:48 PM To: Rodriguez, Nicholas Cc: Muro, Eva Subject: FW.• Emailing: PHYSIO-CONTROL TECHNICAL SERVICE SUPPORT AGREEMENT - SUGGESTED REVISIONAND INDEMNITY CLAUSE Importance: High Good afternoon Nicholas, Attached is the Technical Service Support Agreement, which was reviewed by the Contract Analyst at Physio-Control. He has reviewed our suggested revisions, and provided an edit to our revisions. Attached is the revised Agreement with his revisions. advise. Thank you, Debby Debby Nickens Sr. Admin. Asst/Purchasing (323) 583-8811, ext. 203 dnickens@ci.vernon.ca.us Please review the attached and -----Original Message ----- From: Watson, Mark [Sales] [mailto: mark. watson@physio-control. com] Sent: Monday, January 07, 2013 4:38 PM To: Nickens, Debby Cc: Richardson, William Subject. RE: Emailing: PHYSIO-CONTROL TECHNICAL SERVICE SUPPORT AGREEMENT - SUGGESTED REVISION AND INDEMNITY CLAUSE Page 1 of 1 Nickens, Debby From: Rodriguez, Nicholas Sent: Wednesday, January 02, 2013 12:08 PM To: Nickens, Debby Cc: Muro, Eva Subject: Physic Control Dear Debby, have reviewed the proposed agreement. It needs: 1. An explicit provision in the agreement limiting it to three years. 2. A total dollar not to exceed amount 3. Standard insurance and indemnity provisions. Thank you! 1/8/2013 TECHNICAL SERVICE SUPPORT AGREEMENT Contract Number: End User # 19958702 VERNON FD FIRE STATION #1 3375 FRUITLAND AVE VERNON, CA 90058 Bill To # 19958702 VERNON FD FIRE STATION #1 3375 FRUITLAND AVE VERNON, CA 90058 This Technical Service Support Agreement begins on 12/26/2012 and expires on 12/25/2015. 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 $12,579.10 per term, payable in Annual installments. ferns None Accepted: Physio-Control, Inc. Customer: Title: Print: Date: Title: Date: Territory Rep: WENN70 Bill Richardson. Phone: FAX: 800-772-3340 Purchase Order Number: Customer Contact: Chief Andrew Guth Phone: 323-583-4821 ext5ll FAX: Reference Number. N70-0173 Renewal Printed: 10/8/2012 Page l of 6 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS Customer's signature or purchase order referencing this Technical Service SupportAgreementare required prior to Physio-Control's acceptanceof this Agreement This Agreement covers only the equipment listed on Schedule A ("Covered Equipment"). These terms constitute the complete agreement between the partiesandthey shall govern over any other documents. These terms may not be revised in any manner without the: prior written consent of:Physio-Control. SERVICES. The services. providedunder this Agreement are set forth on Schedule A. Physio-Control strives to return service calls within two (2) hours, and strives to resolve service issues within twenty-four (24) hours. Following service, 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: "Repair Only Service" means repairs, Battery Replacement Service, parts and labor necessary to restore Covered Equipment to original specifications, subject to Exclusions. "Inspection Only Service" means inspections of Covered Equipment to verity proper device calibration, mechanical operations and output measurements, electrical safety check in accordance with National Fire Protection Association (NFPA) guidelines and labor;: subject. to Exclusions. "Repair and Inspect Service" means repairs, Battery Replacement Service, parts and labor necessary fo restore Covered Equipment tooriginal: specifications, and inspections to verify proper device calibration, mechanical operations and output measurements, electrical safety check in accordance with NFPA guidelines and Updates (asset 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 toPhysio-Conlrol of the occurrence of: (1) Battery failure as determined by Customer's performance testing and evaluation in accordance with the applicable Operating Instructions; or (fi) The end of the useful life of the battery as 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 -she delivery and replacement by a Physio-Control Service Technician. Upon Customers 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,. Customer Will be chargedat the then -current rate for the replacement battery. "On -Site Service" means that Physio-Control factory -trained technician will provide service 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 service at scheduled times. Some service 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_ service facility for repair. "24-hour On -Site Service"means that a Physio-Control taclory-trained technician will provide service at Customer's location at any time, except on the holidays listed above. Customer Is to ensure Covered'Equipmeni is available for service at scheduled times. Some service 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 service facility for repair. "Ship -In Service" means that service will be performed at Physio-Control's designated service facility. Physio-Control will cover round-trip freight for Covered Equipment that is sent to our designated service facility for repair. If Covered Equipment is not available as scheduled or Customer requests services or goods not covered by this Agreement or outside of designated service frequency or hours,'Physio-Control will charge Customer at Physio-Control's standard labor rates less 101/6 (including overtime, if appropriate) and applicable travel costs. Parts required for such repairs will be made available at 15/ off the then -current list. price. EXCLUSIONS. Unlessotherwise specified, this Agreement does not include: • supply or repair of accessories or disposables • repair of damage caused by misuse, abuse, abnormal operating conditions, use of batteries or other products not distributed by Physio-Control, operator errors, or acts of God • 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 Reference Number: N70-0173 Renewal Printed: 10/8/2012 Page 2 of 6 LOANERS. If Covered Equipment must be removed from service to complete repairs, 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 and shall return the loaner at Customers expense to Physfo-Control in the same condition as received, upon. the earlier of the return of the removed Covered Equipment or Physio-Controls request. UPDATES._ "Update" means a change to a device to enhance its current features, stability, or software. If Repair and 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 or regularly scheduled service. If parts must be replaced to accommodate installation of new software; such parts may be purchased at a rate of 309/ less than thethen-current list price. Updates installed on Covered Equipment designated as Repair Only Service, Inspect Only Service, or at a time other than regularly scheduled Repair and Inspect Service will be billed on a separate invoice at the then -current list price less 20016. UPGRADES. "Upgrade' means a major, standalone version of software or the addition of features or capabilities to a device. Upgrades must be purchased separately, and are :not provided under this Agreement Upgrades are available at a rate of 17 % less than the then -current list price, PRICING. Pricing is set forth on the front page of this Agreement. Prices donot 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 cerlificale. If the number or configuration of Covered Equipment changes during the Term, pricing shall be pro -rated accordingly. for Inspection Only Service and Repair and Inspect Service, no pricing deduction will be made for removal of Covered Equipment if an inspection has already been performed during the Term. Discounts will 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 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. Customers sole remedy shall be reservicing the affected unit and/or replacement of any pert 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, CONSEOUENTIAL, SPECIAL, OR OTHER DAMAGES. TERM. The initial Term is set forth on the front page of this Agreement. 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 writtennotioe to the other party. In the event of such early termination, Customer shall be responsible for the portion of the designated price which corresponds to the portion of the Tenn prior to the effective date of termination and the cost of any services 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 Gad, labor disputes, labor shortages, the requirements of any governmental authority, war, civil unrest, delays in manufacture, obtaining any required license or permit, and Physio-Controls inability to obtain goods from its usual sources. Any such delay shall not be considered breach of Physio-Control's obligations and the performance dates shall be extended for the length of such delay. DEVICE INSPECTION BEFORE ACCEPTANCE.. All devices that are not under Physio-Control Limited Warranty or a current 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 aTechnical Service Support Agreement. MISCELLANEOUS. (a) Customer agrees to not employ or offer employment to anyone performing services on Physio-Control's behalf during the Term of this Agreement or for one (1) year following as expiration without Physio-Control's prior written consent; (b) this Agreement, and any related obligation of other party, may not be assigned in whole or in partwithout the prior written consentof the other parry; (c)this Agreement shall be governed by the laws of the.State in which the service is provided; (d) all costs and expenses incurred by the prevailing parry related to the enforcement ofitsrights under this Agreement, including reasonable attorney's fees, shall be reimbursed by the other party. Reference Number: N70-0173 Renewal Printed: 10/8/2012 Page 3 of 6 PI YSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: Servicing Rep: Bill Richardson, WENN70 . District: WEST Phone: FAX: 800-772-3340 Equipment Location: VERNON FD, 19958702 FIRE STATION #1 3375 FRUITLAND AVE VERNON, CA 90058 Scope Of Service On Site Repair and I On Site Inspection per Year:M-F/8-5 Ref. Effective Expiration Total Model Pats Number Serial Number Line Date Date Inspections LIFEPAK© 12 VLP12,02-005985 - 35189920 1 12262012 12/25/2015 3 LIFEPAK® 12 VLP12-02-007228 36035670 2 12262012 12252015 3 LIFFPAK®15 V15-M01603 40639395 3 8/292013 12252015 2 LIFFPAK0 15 V15-2-001603 40639396 4 8292013. 12252015 2 *" Denotes an inventory line that teas changed since the last wnlract revision oraddendum. Reference Number: N70-0173 Renewal Printed: 10/8/2012 Page 4 of 6 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAKO 12 Defibrillator/Monitor Repair Service includes: • Standard detachable hard paddle repairs. • Replacement or repair of Physio-Control battery charging systems, on a one -for -one basis with the total number of LP12 defibrillator/monitors listed in Schedule A and as determined necessary by Physio-Control. • Power Adapter repair/replacement. • Replacement of failed intemal 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 FASTPAKO, FASTPAK 2, IJFEPAK 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. Reference Number: N70-0173 Renewal Printed: 10/8/2012 Page 5 of 6 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK© 15 Monitor/Defibrillator Repair Service includes: • Standard detachable hard paddle repairs. • Replacement or repair of Physio-Control: battery charging systems on a one -for -one basiswith the total number of LP15 Defibrillator/Monitors listed in Schedule A, and as determined necessary by Physio-Control. Power Adapter repair/replacement. • Battery Coverage Replacement of three (3) LIFEPAK Li -ion Batteries every two years, or upon battery failure Reference Number: N70-0173 Renewal Printed: 10/8/2012 Page 6 of 6 cmStatus Contract Status Report Page: 1 12/27/2012 11:14:35AM CITY OF VERNON Contracts As Of: 12/27/2012 MEDTRON IC/PHYSIO-CONTROL 12100 COLLECTIONS CENTER DRIVE CHICAGO, IL60693 Contract #: FD-0102 TECHNICAL SERVICE SUPPORT AGREEMEN Dates: 12/27/2012 - During the period of December 26, 2012 thru December 25, 2015, vendor to provide On -Site Repair and (1) On -Site inspection of the Lifepak 12 defibrillator/monitor equipment located at Vernon Fire Station #1 - 3375 Fruitland Ave., Vernon, Vendor to perform (3) annual services during the above period at a cost of 4193.04/service. Total cost of purchase order not to exceed $12,579.10. Original contract amount: 12,579.10 Approved: Revised contract amount: 12,579.10 Retainage Adjustments: 0.00 Adjustments: 0.00 Notes: Balance Due on Contract: 12,579.10 Retainage Due on Contract: 0.00. Total Due on Contract: 12.579.10 Page: 1 #! #5EE0 t!!!§f! B !!|!!!\\\/! l,��! § . !!!®! E M.7.1 . !l § ; � Physlio-Control -'Lifesaving Starts Here Page 1 of 2 United States HOME ABOUT US SOL.TnONs PRODUCTS & SERVICES DEFIBRILLATORS LIFEPAK 15 `t, CONTACT US ❑0 KEYWORD SEARCH on —UFEPAK12 — - LIPEPAK 12 DEFIBRILLATOR/MONITOR LIFEPAK20 LIFEPAK 20E Overview I Documents I Accessories I Request Information I Customer Support LIFEPAK 1000 LIFEPAK OR PLUS AED LIFEPAK EXPRESS 4 LIFEPAK 500 LIFEPAK 500 DPS 12-LEAD ECG CPR ASSIST DEVICES 1+' INFORMATION MANAGEMENT Jja PROGRAMS TRAINING PRODUCTS SERVICE PLANS ACCESSORIES SALES PROUuCi GJPPORI CUSTOMER SUPPORT The LIFEPAK® 12 Defibrillator/Monitor is a multi -parameter device that PHYSIO-CONTROL UNIVERSITY combines semi -automated and manual defibrillation with capnography, WEB STORE external pacing, 12-lead electrocardiography and other monitoring -'-------' ---- ---' ---- functions. Its platform is upgradeable, allowing customers to add new .STATE MANDATES . ... _. _. parameters as their needs change and as new features are introduced. Quick Links • Available with ADAPTIV'" biphasic technology • Compact and portable Register Your Defibnllalor • Paddlepreference-- your choice of standard paddles, pediatric . paddles, and/or sterilizable internal and external paddles Get Producl Sunpon • Compatible with QUIK-COMBO® pacing/defibrillation/ECG electrodes Share Your Save Stony • Easy, simple, and affordable upgrades • Guidance for compliance with HIPAA Security Standards for a Phvsio-Control Web Store Covered Entity available Product Notices Multiparameter Monitoring Technical Training and • Masimo SETO pulse oximetery offers accurate and stable oxygen Education saturation monitoring • Osclllometric noninvasive blood pressure (NIBP) monitoring, with Solulions Customer Lon In artifact rejection and automatic measurement modes ------ _—.—_._._._ • End -tidal CO2 (EtCO2) monitor for both incubated and Supplier Web Portal Access nonintubated patients, with patented Microstream©, capnography technology and FilterLine® accessories that operate smoothly even in high humidity • GE Marquette 12SL" ECG analysis program provides industry - standard Interpretation so you can make treatment decisions with confidence Specific Information: ai Hos i al For Military http://www.physio-control.com/ProductDetaii.aspx?id=546 12/27/2012 Phy$;.o-Control - Lifesaving Starts Here Page 2 of 2 • Vital signs trending allows for rapid evaluation of changes in patient condition Cardiac condition andrisk are easily tracked. ST-segment deviation is measured every 30 seconds • Two channels of invasive pressure monitoring with waveforms and numerics displayed, interfaces with a variety of transducers • Bluetooth wireless communication for transmission of 12-lead ' ECG and patient data Complete Customization • Select AED, manual defibrillation or both, depending on users' skills and comfort level; add noninvasive pacing, pulse oximetry (Sp02), 12-lead ECG analysis or LCD display, capnography and noninvasive blood pressure (NIBP) • Take your pick of SOmm or 100mm printers, accessories and power options privacy terms of use - - disclosure ® safety information 2012 Physio-Control, IOC. L1811 Willows Road RE, PO Box 97006 Redmond, WA 98073-9706 USA, 600,442.1142 or 425,867.4000 http://www.physio-control.com/ProductDetaii.aspx?id=546 12/27/2012 Phys;o-Control - Lifesaving Starts Here Page 1 of 2 HOME .._.. _.... ABOUT US SOLUTIONS PRODUCTS & SERVICES DEFIBRILLATORS LIFEPAK 15 LIFEPAK 12 _— LIFEPAK 20 LIFEPAK 20E LIFEPAK 1000 LIFEPAK CR PLUS AED LIFEPAK EXPRESS LIFEPAK NO LIFEPAK NO UPS 12-LEAD ECG CPR ASSIST DEVICES INFORMATION MANAGEMENT PROGRAMS TRAINING PRODUCTS SERVICE PLANS ACCESSORIES SALES PRODUCTSUPPORT CUSTOMER SUPPORT PHYSIO-CONTROL UNIVERSITY W BSTORE - - STATE MANDATES Quick Links Register Your Defibnllalor Get Product Su000n Share Your Save Story Phvsio-Coniml Web Store Product Notices Technical Training and Educalibin Solutions Customer Loa In Supplier Weh Podal Amess s. J Il l CONTACT US United States LJ KEYWORD SEARCH ❑® LIFEPAK 15 MONITOR/DEFIBRILLATOR Overview I Documents I Accessories I Reauest Information I Customer F The LIFEPAK® 15 monitor/defibrillator is the new standard in emergency care for ALS teams who want the most clinically innovative, operationally innovative and LIFEPAK TOUGH device available today. The 15 integrates Masimo Rainbow SET technology that monitors SpO2, Carbon Monoxide and Methemoglobin, includes a metronome to guide CPR compressions and ventilations and provides an option to escalate energy to 3601. An entirely new platform, the 15 Is powered by Lithium - Ion battery technology, incorporates the SunVue display screen for viewability in bright sunlight, and data connectivity to easily and securely collect and send patient information. Similar form factor and user interface with the LIFEPAK 12 defibrillator/monitor will ease transition and training costs. Clack her to see how the LIFEPAK 15 monitor/defibrillator fits Into the System of Care. All claims valid as of May 2011. Specific Information: • For EMS • 11For Hospital Y]r LIFEPAK Touah LIFEPAK 15 Launch Vi I CONFIGURATION SETUP TOOL http://www.physio-control.com/LIFEPAKI5/ 12/27/2012 RECEIVED JAN 0 8 2013 CITY ADMINISTRATION JAN 1 4 2013 CITY CLERK'S OFFICE STAFF REPORT PURCHASING DEPARTMENT DATE: January 22, 2013 TO: Honorable Mayor and City Council FROM: Debby Nickens, Purchasing V RE: Fire Department request to issue a monthly purchase order with Physio- Control, Inc., for maintenance of their (4) Life -Pak Defibrillators Recommendation It is recommended that the City Council approve the request to issue a monthly purchase order to Physio-Control for the maintenance of the (4) Life -Pak defibrillators. Physio-Control is the manufacturer of the Life -Pak defibrillators, and has provided maintenance on the units for the past (5) years. It is imperative that these units are functioning properly, since they are a life saving tool used by the Paramedics. The duration of the contract services is for (3) years, starting December 26, 2012 thru December 25, 2015. The department would generate an annual monthly purchase order, with the initial period of December 26, 2012 thru December 25, 3013. The maintenance cost per year totals $12,579.10. The cumulative cost totals $37,737.30. Purchasing strongly recommends that the City Manager enter into a contract with Physio- Control, Inc., without competitive bidding or competitive selection (sole source exemption) in a total not to exceed amount of $37,737.30 for the maintenance of the Fire Department's (4) Life - Pak defibrillators. Background The department has (2) Life -Pak 12 and (2) Life -Pak 15 defibrillators. Physio-Control is the manufacturer of the Life -Pak 12 and 15 units. This vendor has provided the maintenance for the defibrillators for the past (5) years. Issuing the maintenance agreement to Physio-Control for the defibrillators, ensures the units will function at their optimum level. Fiscal Impact The maintenance costper year totals $12,579.10. The cumulative cost for the entire (3) year service period totals $37,737.30. Funding for this request was not specifically budgeted, but funds are available. TECHNICAL SERVICE SUPPORT AGREEMENT Contract Number: End User# 19958702 BillTo* 19958702 VERNON FD VERNON FD FIRE STATION #1 FIRE STATION #I 3375 FRUITLAND AVE 3375 FRUITLAND AVE VERNON, CA 90058 VERNON, CA 90058 This Technical Service Support Agreement begins on 12/26/2012 and expires on 12/25/2015. 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-Conlrol's Data Management Support and Upgrade Service Terms and Conditions, rev 7/99-1. Price of coverage specified on Schedule A shall be in an amount not to exceed $12,579.10 per tern, payable in Annual installments. Dale: Purchase Order Number: Territory Rep: WENN70 Customer Contact: Bill Richardson Chief Andrew Guth Phone: Phone: 323-583-4821 ext 51 I FAX: 800.772-3340 FAX: Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page I of 7 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS Customers signature or purchase order referencing this Technical Service Support Agreement are required prior to Physio-Control's i- acceptance of this Agreement. This Agreement covers only the equipment listed on Schedule A ('Covered Equipment'). These terns constitute the complete agreement between the parties and they shall govern over any other documents. These terms may not be revised in any manner without the prior written ponsent of Physlo-Control. _ SERVICES. The services provided under this Agreement are set forth on Schedule A. Physio-Control strives to return service calls within two (2) hours, and strives to resolve service issues within twenty-four (24) hours. Following service, Physio-Control will provide Customer with a written repot of actions taken or recommended and Identification of any materials replaced or recommended for replacement. The following services are available: Repair Only Service' means repairs, Battery Replacement Service, parts and labor necessary to restore Covered Equipment to original specifications, subject to Exclusions, ' Inspection Only Serves" means Inspections of Covered Equipment to verity proper device calibration, mechanical operations and output measurements, electrical safety check in accordance with National Fire Protection Association (NFPA) guidelines and labor, subject to Exclusions. Repair and Inspect Servlce' 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 Physlo-Control are eligible for replacement. Battery replacement is available upon Customer notification to Physlo-Control of the occurrence of: (1) Battery failure as determined by Customer's performance testing and evaluation in accordance with the applicable Operating Instructions; or (a) 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 Physlo-Control Service Techniclan, Upon Customers 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 Physlo-Control for proper disposal. In the event that Physlo-Control does not receive the battery, Customer will be charged at the then -current rate for the replacement battery. On -Site Service' means that a Physlo-Conlrol factory-Iralned technician will provide service at Customer's location. Services will be performed between 8:OOam and 6:O0pm local time, Monday through Friday, excluding holidays. Customer is to ensure Covered Equipment is available for service at scheduled times. Some service may not be completed On -Site. Physlo-Control will cover travel and/or round-trip freight for Covered Equipment that must be sent to our designated service facility for repair. 24-hour On -Site Service' means that a Physlo-Control factory -trained technician will provide service at Customers location at any time, except on the holidays listed above. Customer is to ensure Covered Equipment Is available for service at scheduled times. Some service may not be completed On -Site. Physlo-Control will cover travel and/or round-trip freight for Covered Equipment that must be sent to our designated service facility for repair. ' Ship -in Service' means that service will be performed at Physlo-Control's designated service facility. Physio-Control will cover round-trip freight for Covered Equipment that Is sent to our designated service facility for repair. It Covered Equipment Is not available as scheduled or Customer requests services or goods not covered by this Agreement or outside of designated service frequency or hours, Physb-Control will charge Customer at Physlo-Control's standard labor rates less 10'/ (including overtime, if appropriate) and applicable travel costs. Parts required for such repairs will be made available at 150/6off the then -current list price. EXCLUSIONS. Unless otherwise specified, t his Agreement does not include: • - supply or repair of accessories or disposables • repair of damage caused by misuse, abuse, abnormal operating conditions, use of batteries or other products not distributed by Physio-Control, operator errors, or acts o1 God • 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 Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 2 of 7 LOANERS. If Covered Equipment must be removed from service to complete repairs, Physlo-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 and shall return the loaner at Customer's expense to Physlo-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. It Repair and Inspect Service Is designated for Covered Equipment on Schedule A, Physlo-Control will install Updates at 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 pans may be purchased at a rate of 30% less than the then -current list price. Updates installed on Covered Equipment designated as Repair Only Service, Inspect Only Service, or at a time other than regularly scheduled Repair and Inspect Service will be billed on a separate Invoice at the then -current list price less 200b. UPGRADES. 'Upgrade" means a major, standalone version of software or the addition of features or capabilities to a device. Upgrades must be purchased separately, and are not provided under this Agreement. Upgrades are available at a rate of 17 % less than the then -current list price. PRICING. Pricing is set forth on the front page of this Agreement. 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 INS Agreement unless Physlo-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 Inspection Only Service and Repair and Inspect Service, no pricing deduction will be made for removal of Covered Equipment If an inspection has already been performed during the Term. Discounts will not be combined with other special terms, discounts, and/or promotions. PAYMENT. Payment Is due within thirty (30) days of Invoice date. WARRANTY. Physlo-Control warrants services performed under this Agreement and replacement pans 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 additional charge, provided Customer notifies Physlo-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 Initial Term is set forth on the front page of this Agreement. This Agreement shell automatically renew unless temiinated by either party with written notice thirty (30) days prior to the expiration of the then -current lens. 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 parry. In the event of such early lamination, 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 cost of any services 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 dales shall be extended for the length of such delay. DEVICE INSPECTION BEFORE ACCEPTANCE. All devices that are not under Physio-Control Limited Warranty or a current 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. MISCELLANEOUS. (a) Customer agrees to not employ or offer employment to anyone performing services on Physlo-Control's behalf during the Term of this Agreement or for one (1) year following Its expiration without Physlo-Control's prior written consent; (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 service Is provided; (d) all costsand expenses incurred by the prevailing party related to the enforcement of its rights under this Agreement, including reasonable attorney's lees, shell be reimbursed by the other party. Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 3 of 7 INDEMNITY. Contractor agrees to indemnity, hold harmless, and defend (even If the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the City, Its City Council and each member thereof, and Its officers, employees, commission members and % representatives, from any and all liability, loss, suits, claims, damages, costs, judgment and expenses (including attorney's fees and costs of litigation) which in whole or In part are claimed to result from or to arise out of produce defects related to service work performed under this contract; or any acts, errors or omissions (Including, without limitation, professional negligence) of Contractor, its employees, representatives, subcontractors, or agents In connection with the performance of this contract. The agreement to Indemnify Includes, but is not limited to, personal Injury (Including death at any time) and damage to property (Including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Contractor and Its employees or agents, and members of the general public). Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 4 of 7 PHYSIO•CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: Servicing Rep: Bill Richardson, WENN70 District: WEST Phone: FAX: 800-772-3340 . Equipment Location: VERNON FD, 19958702 FIRE STATION * 1 3375 FRUITLAND AVE VERNON, CA 90058 Scope Of Service On Site Repair and I On Site Inspection per Year:M-F/8-5 Ref, Effective Expiration Total Model Part Number Serial Number Line Dole Date Inspections LIFEPAK® 12 VLP12.02-005985 35189920 1 12/26/2012 12/49201S 3 LIFEPAKO 12 VLP12-02-007228 36035670 - 2 12P6r2012 12/25/2015 3 LIFEPAK® 15 V15-2-001603 40639395 3 8/29/2013 12/25/2015 2 LIFEPAK0 15 V15.2-001603 40639396 4 8/29/2013 12/25/2015 2 Denotes an itrvcntory line that has changed since the Iasi contract m%ismn or addendarn. Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 5 of 7 PHYSIO•CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK© 12 Defibrillator/Monitor Repair Service includes: Standard detachable hard paddle repairs. • Replacement or repair of Physio-Control battery charging systems, on a one -for -one basis with the total number of LP 12 defibrillator/monitors listed in Schedule A and as determined necessary by Physio-ControL 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 inthe 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. Reference Number: N70-0173 Renewal \ Printed: 1/8/2013 Page 6 of 7 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK® 15 Monitor/Defibrillator Repair Service includes: Standard detachable hard paddle repairs. • Replacement or repair of Physio-Control battery charging systems on a one -far -one basis with the total number of LP 15 Defibrillator/Monitors listed in Schedule A. and as determined necessary by Physio-Control. Power Adapter repair/replacement: Battery Coverage Replacement of three (3) LIFEPAK Li -ion Batteries every two (2) years. or upon battery failure Reference Number: N70-0173 Renewal Printed: 1/8/2013 Page 7 of 7 Physio-Control, Inc. Physio-Control International, Inc. Physio-Control Manufacturing, Inc. Delegation of Authority By virtue of my authority as President of Physio-Control, Inc. ("PHYSIO"), Physio-Control International, Inc. ("PHYSIOI") and Physio-Control Manufacturing, Inc. ("PHYSIOM"), this will confirm the delegation of authority to (1) sign and execute agreements (contracts, bids, bid bonds, quotations, sales orders, service and maintenance agreements, confidentiality agreements, and related documents) (2) make inventory purchases and (3) make non -inventory purchases and capital expenditures ("Documents") related to PHYSIO, PHYSIOI and PHYSIOM by their respective officers and employees as follows: All Commitments* *subject to the limits on (3) below (1) Agreements Confidentiality Agreements: Dealer/Manufacturer's Rep Clinical Agreements President Vice Presidents Vice President, Global Marketing Vice President, Finance Vice President, Clinical & Regulatory Affairs Vice President, Sales & Service, North America Vice President, Quality Vice President, Operations Vice President, Human Resources Vice President, Research & Development Vice President and General Counsel Director Business Development Vice President, General Manager - International Vice President, Global Marketing Vice President, U.S. Field Operations Vice President, Clinical & Regulatory Affairs Page- I 1:V eSaAADMIMSIGNATURE AUTHORITiM2010-08-26 ( Webster) Physio Authority rc Agreements Inventory Purchases and Capital Expenditures.doc Sales And Service Commitments (Bids, bid bonds quotations, sales orders and related documents) Limit (up to) Authorized Primary Approval' Authorized Secondary Approval* $50,000 Associate Contract Analyst Contract Analyst Associate Pricing Analyst Pricing Analyst $100,000 Sr. Contract Analyst Principal Contract Analyst N/A $250,000 Finance Manager Sr. Finance Manager Principal Contract Analyst $600,000 finance Director Sr. Finance Manager $5,000,000 VP Finance Finance Director Sr. Finance Manager VP Global Marketing >$5,000,000 President VP Finance 'A reasonable attempt has to be made to have all sales and service agreements reviewed and signed at the primary approval level for the corresponding commitment level. The secondary approval level can, In case the primary approval level Is not available, sign sales or service commitments. All sales and service commitments signed by the secondary approval level, has to be provided for review at the primary approval level at a later date unless the secondary approval level is the primary approval level for a higher level of sales or service commitments. Authorized signatories may sign for levels up to or below their designated authority. "Values are based on annual sales volume of commitment. (2) Inventory Purchases Up to $250,000 Up to $100,000 Up to $50,000 Up to $10,000 Vice President, Operations Director, Material Purchasing Manager Commodity Managers Page - L JALegaM MEWS1GNATURE AUTHGRrrIM2010-08-26 (Wehsier) Physio Authority re Agreements Inventory Purchases and Capital Expenditures.doc Up to $7,500 Senior Buyer Up to $5,000 Buyer/Planners Up to $2,500 Associate Buyers (3) Non -Inventory Purchases and Capital Expenditures **** Up to $500,000 President Up to $250,000 Vice President Finance Up to $100,000 Vice Presidents Up to $25,000 Directors Up to $10,000 Managers Up to $2,000 Supervisors Up to $500 Administrative Assistants Sales Support and Specialists. Subject to Physio-Control Expenditure and Investment Authorization Policy #501 revised from time -to -time. Page - 3 J:\UgaPADbtIN\SIGNA'rURE AUT}IORITIP-St2010-08-26 (Webster) Physio Authority re Agreements Inventory Purchases and Capital ExpendiNres.doc These delegations shall continue to be in effect so long as individuals hold the positions indicated, unless previously amended or withdrawn. Dated as of the 1 st day of September 2010. Brian D. Webster, President Physio-q0trol, Inc. Brian.. , es D. Webste ident PhvsioCdMta( International. Inc. Brian D. Webster, side t Physio-Control Manufac uring, Inc. page - 4 JALLegahADMINISIGNATURF AUfHORITIES40IM9-01 (Websa:r) Physio Authority re Agrecments Inventory Purchases and Capital F,xpenditums.doc