Okaloosa County BOCC — October 15, 2013 — Physio Control Agreement 2013-2015 — reading text

Physio-Control, Inc. | Lifesaving starts here. ADDRESS 11811 Willows Road NE Redmond, WA 98052 PHONE GENERAL ARS B67? 4000 TOLL-FREE B00 442 1142 www.physio-controf.com Valued Customer, To ensure payment will be received for goods and services purchased, Physio Control’s policy requires a hard copy Purchase Order be submitted, with the signed Service Contract Agreement, for any value in excess of $10,000. : In the event a hard copy purchase order is unable to be provided for the full amount of thé Contract, or your company does not utilize a purchase order system, this letter confirms that you acknowledge and agree that payment will be made, in full, for the total value of the contract, based on the payment term specified in the Contract terms and conditions. Sincerely, Physio-Control, inc. Redmond, WA 98052 Service Contract Number Customer Customer Representative — Print Customer Representative — Signature Date TECHNICAL SERVICE SUPPORT AGREEMENT Contract Number: End User # 01188301 OKALOOSA CTY EMS 714 ESSEX RD FORT WALTON BEACH, FL 32547 Bill To# 01188301 OKALOOSA CTY EMS -714 ESSEX RD FORT WALTON BEACH, FL 32547 This Technical Service Support Agreement begins on 10/1/2013 and expires on 9/30/2015. The designated Covered Equipment and/or Software is listed on Schedule A. This Technical Service Agreement is subject to the Terms and Conditions on the reverse side of this document and any Schedule B, if attached. If any Data Management Support and Upgrade Service is included on Schedule A then this Technical Service Support Agreement is also subject to Physio-Control's Data Management Support and Upgrade Service Terms and Conditions, rev 7/99-1. Price of coverage specified on Schedule A is $51,032.00 per term, payable in Annual installments. Special Terms 15% DISCOUNT ON ACCESSORIES AND DISPOSABLES Accepted: Physio-Control, Inc. Customer: By: ATM By: nes Ombact Analyck Prine owe Mepbember (t aulA Tie Date: Territory Rep: EAVV65. Steven White Phone: FAX: 800-772-3340 Purchase Order Number: Customer Contact: Tracy Vause Phone: 850/651-7150 FAX: 850/651-7170 Reference Number: V65-2095 Renewal Printed: 9/3/2013 Page lof 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 orily 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 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 fo 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 (asset forth below), subject te 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 tisted in Schedule A. Only batteries manufactured or distributed by Physio-Control are eligible for replacement. Battery replacement is available upon Customer notification te Physlo-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 (i) 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-Contro! 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 Physlo-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 pérformed 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 any time, except on the holidays listed above, Customer is to ensure Covered Equipment |s available for service at scheduled times. Some service may not be completed On-Site, Physio-Contro} 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-Contral will cover tound-trip freight for Covered Equipment that is sent to our designated service facility for repair. \f 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-' -Contral'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, 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 e case changes * repair or replacement of items not originatly distributed or installed by Physio-Control + Upgrades and installation of Upgrades” * battery maintenance, performance testing, evaluation, removal and recycling Reference Number: V65-2095 Renewal Printed: 9/3/2013 Page 2of 7 LOANERS. !f 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 shalt 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. !f Repair and Inspect Service is designated for Covered Equipment on Schedule A, Physio-Control will install Updates at no additional cost, provided stich 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 ai a rate of 30% fess 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-Cantral 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. 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-Conirol 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 te 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