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R15-123 1 RESOLUTION NO. R15 -123 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, APPROVING A THREE YEAR 5 EQUIPMENT /SOFTWARE MAINTENANCE AGREEMENT 6 s, WITH PHYSIO CONTROL, INC., FOR SIX (6) LUCAS 2 7 CHEST COMPRESSION SYSTEMS FOR AN ANNUAL 8 COST OF $6,330.00; AUTHORIZING THE CITY 9 MANAGER TO SIGN THE THREE YEAR TECHNICAL 10 SERVICE SUPPORT AGREEMENT; AND PROVIDING AN 11 ; EFFECTIVE DATE. 12 13 14 WHEREAS, a LUCAS 2 system is an automated cardiac compression device that 15 allows the effective delivery of cardio pulmonary resuscitation (CPR) to victims of sudden 16 cardiac arrest; and 17 WHEREAS, Boynton Beach Fire Rescue purchased six (6) units in 2011 via State of 18 Florida EMS Grant; and 19 WHEREAS, with proper maintenance the City can expect to maximize the original 20 investment for many years to come; and 21 WHEREAS, the City Commission of the City of Boynton Beach, upon 22 recommendation of staff, deems it to be in the best interests of the citizens and residents of 23 the City of Boynton Beach, to approve the three (3) year Technical Service Support 24 Agreement with Physio Control, Inc., in the annual amount of $6,330.00 and to authorize the 25 City Manager to sign the three (3) year Technical Service Support Agreement with Physio 26 Control, Inc. 27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 28 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 29 Section 1. The foregoing "WHEREAS" clauses are true and correct and hereby 30 ratified and confirmed by the City Commission. C:\ Users\ prainitoj \AppData\Local\Microsoft\Windows \Temporary Internet Files \Content.IE5\D5LHXT08\LUCAS_ CPR_Maintenance_Agmt_ - _Reso.doc 31 , Section 2. The City Commission of the City of Boynton Beach, Florida does 32 hereby approve the three year Technical Service Support Agreement with Physio Control, 33 Inc., for six (6) LUCAS 2 Chest Compression Systems for an annual expenditure of 34 $6,330.00. 35 Section 3. The City Manager is authorized to sign the three (3) year Technical 36 Service Support Agreement with Physio Control, Inc. 37 Section 4. This Resolution shall become effective immediately upon passage. 38 PASSED AND ADOPTED this 6t day of October, 2015. 1 39 CITY OF BOYNTON BEACH, FLORIDA 40 41 YES NO 42 43 Mayor — Jerry Taylor L./ 44 45 Vice Mayor — Joe Casello I 46 47 Commissioner — David T. Merker r/ 48 49 Commissioner — Mack McCray v® 50 51 ' Commissioner — Michael M. Fitzpatrick 52 53 54 VOTE 3 —0 55 56 ATTEST: 57 59 111 - . 11 • __' ,, 60 J. - t M. Prainito, MMC 61 62 G 4, ` 64 65 ! :>a e Seal) y C:\ Users\ prainitoj \AppData\Local\Microsoft\Windows \Temporary Internet Files \Content.IES\D5LHXTO8\LUCAS _CPR_Maintenance_Agmt_- _Reso. doc TECHNICAL SERVICE SUPPORT AGREEMENT PHYSIO CONTROL Contract Number: End User # 03593604 Bill To # 03593604 CITY OF BOYNTON BEACH CITY OF BOYNTON BEACH FIRE STATION NO 5 FIRE STATION NO 5 2080 HIGH RIDGE RD 2080 HIGH RIDGE RD BOYNTON BEACH, FL 33426 BOYNTON BEACH, FL 33426 This Technical Service Support Agreement begins on 10/1/2015 and expires on 9/30/2018. 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 $18,990.00 per term, payable in Annual installments. Special Terms 15% DISCOUNT ON ACCESSORIES 15% DISCOUNT ON ALL ELECTRODES ** Annual payments of $ 6330.00 for 3 years Accepted: Physio - Control, Inc. Customer: By: By: Title: Print: Date: Title: Date: Purchase Order Number: Territory Rep: EAVV63 Customer Contact: Darren Logozzo MIKE LANDRESS, EMS Coordinator Phone: Phone: 561- 742 -6337 (6335) FAX: 800 - 772 -3340 FAX: Reference Number: AC -0030 New Printed: 9/23/2015 Page 1 of 5 PHYSIO- CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS Customer's signature on this Agreement or a valid purchase order referencing this Technical Service Support Agreement is required prior to Physio - Control's acceptance and performance of this Agreement. This Agreement covers only the equipment listed on Schedule A ("Covered Equipment "). These terms constitute the complete agreement between the parties and they shall govem over any other documents, including Customer's purchase order. These terms may not be revised in any manner without the prior written consent of Physio - Control. SERVICES. The Services provided under this Agreement are set forth on Schedule A. Physio - Control strives, but does not guarantee, to return service calls within two (2) hours and to resolve service issues within twenty -four (24) hours. Following Services, Physio - Control will provide Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended for replacement. The following Services are available and further described as they relate to each specific Physio - Control device on Schedule B: "Repair Plus Service" or "Repair Only Service" means repairs, Battery Replacement Service, parts and labor necessary to restore Covered Equipment to original specifications, subject to Exclusions (as set forth below). "Preventative Maintenance" or "Inspection Only Service" means inspection and adjustment to maintain Covered Equipment in satisfactory operating condition. Inspections include tests, measurements, and a thirty -point evaluation of Covered Equipment. Covered Equipment is properly calibrated, mechanical operations are checked and adjusted, if necessary, and output measurements are verified to function properly. Electrical safety checks are also performed in accordance with National Fire Protection Association (NFPA) guidelines. Preventative Maintenance and Inspection Only Service are subject to Exclusions. "Comprehensive Service" or "Repair & Inspect Service" means repairs, Battery Replacement Service, parts and labor necessary to restore Covered Equipment to original specifications, and inspections to verify proper device calibration, mechanical operations and output measurements, electrical safety check in accordance with NFPA guidelines, and Updates (as set forth below), subject to Exclusions. "Battery Replacement Service" means replacement of batteries on a one - for -one, like- for -like basis, up to the number of batteries and /or devices listed in Schedule A. Only batteries manufactured or distributed by Physio - Control are eligible for replacement. Battery replacement is available upon Customer notification to Physio - Control of the occurrence of: (i) battery failure as determined by Customer's performance testing and evaluation in accordance with the applicable Operating Instructions; or (ii) as recommended in the applicable device's Operating Instructions. replacement • the discretion of Physio- Control, battery replacement shall be effected by shipment to Cu stomer and p lacement b y Customer, or by on -site delivery and replacement by a Physio - Control Service Technician. Upon Customer's receipt of a replacement battery, the battery being replaced shall become the property of Physio - Control, and Customer must return the battery being replaced to Physio - Control for proper disposal. In the event that Physio - Control does not receive the battery being replaced, Physio - Control will invoice Customer the then - current rate for the replacement battery. "On -Site Service" means that a Physio - Control factory- trained technician will provide Services at Customer's location. Services will be performed between 8:OOam and 5:OOpm local time, Monday through Friday, excluding holidays. Customer is to ensure Covered Equipment is available for Services at scheduled times. Some Services may not be completed On -Site. Physio - Control will cover travel and /or round -trip freight for Covered Equipment that must be sent to our designated facility for repair. "Ship -In Service" means that Services will be performed at Physio - Control's designated facility. Physio - Control will cover round -trip freight for Covered Equipment that is sent to our designated facility for Services. If Covered Equipment is not available when Services are scheduled or Customer requests services or goods not covered by this Agreement or outside of designated Services frequency or hours, Physio - Control will charge Customer for such services at 10% off Physio - Control's standard rates (including overtime, if appropriate) and applicable travel costs in addition to the contract price. Repair parts required for such repairs will be made available at 15% off the then - current list price. EXCLUSIONS. Unless otherwise specified, Services do not include the following Exclusions: ❑ supply or repair of accessories or disposables ❑ repair of damage caused by misuse, abuse, abnormal operating conditions, operator errors, acts of God, and use of batteries, electrodes, or other products not distributed by Physio - Control ❑ case changes ❑ repair or replacement of items not originally distributed or installed by Physio - Control • Upgrades, and installation of Upgrades ❑ battery maintenance, performance testing, evaluation, removal, and recycling LOANERS. If Covered Equipment must be removed from use to complete Services, Physio - Control will strive to provide Customer with a similar loaner device until the Covered Equipment is returned. Customer assumes complete responsibility for the loaner and shall return the loaner at Customer's expense to Physio - Control in the same condition as received, upon the earlier of the return of the Reference Number: AC -0030 New Printed: 9/23/2015 Page 2 of 5 removed Covered Equipment or Physio - Control's request. UPDATES. "Update" means a change to a device to enhance its current features, stability, or software. If Comprehensive Service or Repair & Inspect Service is designated for Covered Equipment on Schedule A, Physio - Control will install Updates at no additional cost, provided such Updates are installed at the time of regularly scheduled Services. Updates installed on Covered Equipment designated on Schedule A as Repair Plus Service, Repair Only Service, Preventative Maintenance Service, Inspection Only Service, or at a time other than regularly scheduled Comprehensive Service or Repair & Inspect Service, will be billed on a separate invoice at 20% off the then - current list price of the Update. For all Service plans, if parts must be replaced to accommodate installation of new software, such parts may be purchased at a rate of 30% off the then - current list price. UPGRADES. "Upgrade" means a major, standalone version of software or the addition of features or capabilities to a device. For all Service plans, Upgrades must be purchased separately and are not provided under this Agreement. Upgrades are available at a rate of 17% off the then - current list price. PRICING. Pricing is set forth on the first page of this Agreement, on the Quote for Services, and /or on the Invoice for the Services purchased. Prices do not include taxes. Sales, service or use taxes will be invoiced in addition to the price of the goods and Services covered by this Agreement unless Physio - Control receives a copy of a valid exemption certificate. If the number or configuration of Covered Equipment changes during the Term, pricing shall be pro -rated accordingly. For Preventative Maintenance Service, Inspection Only Service, Comprehensive Service, and Repair & Inspect Service, no pricing deduction will be made for removal of Covered Equipment if preventative maintenance and inspection have already been performed during the Term and no further preventative maintenance and inspection are scheduled to occur. Discounts may not be combined with other special terms, discounts, and /or promotions. PAYMENT. Payment is due within thirty (30) days of invoice date. WARRANTY. Physio - Control warrants Services performed under this Agreement and repair /replacement parts provided in performing such Services against defects in material and workmanship for ninety (90) days from the date Services were performed or a repair /replacement part was provided. Customer's sole remedy shall be reservicing the affected Covered Equipment and /or replacement of any part determined to be defective, without additional charge, provided Customer notifies Physio - Control of any allegedly defective condition within ten (10) calendar days of its discovery by Customer. Physio - Control makes no other warranties, express or implied, including, without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL PHYSIO- CONTROL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES. TERM. The Term of this Agreement is set forth on the first page of this document, or in the Quote and /or Invoice for the Services purchased. This Agreement shall automatically renew unless terminated by either party with written notice thirty (30) days prior to the expiration of the then - current Term. Prices are subject to change upon renewal. TERMINATION. Either party may terminate this Agreement for material breach by the other party by providing thirty (30) days' written notice to the other party, and provided such breach is not cured within the notice period. In addition, either party may terminate this Agreement at any time upon sixty (60) days' prior written notice to the other party. In the event of such early termination by Customer, Customer shall be responsible for the portion of the designated price which corresponds to the portion of the Term prior to the effective date of termination and the list -price cost of any preventative maintenance, inspections, or repairs rendered during the Term. DELAYS. Physio - Control will not be liable for any loss or damage of any kind due to its failure to perform or delays in its performance resulting from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes, labor shortages, the requirements of any governmental authority, war, civil unrest, delays in manufacture, obtaining any required license or permit, and Physio - Control's inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of Physio - Control's obligations and the performance dates shall be extended for the length of such delay. DEVICE INSPECTION BEFORE ACCEPTANCE. Any device that is not covered by either a Physio - Control Limited Warranty or a current Physio - Control Technical Service Support Agreement must be inspected and repaired (if necessary) to meet original specifications at customer's cost at the then - current list prices prior to being covered under a Technical Service Support Agreement. Physio - Control reserves the right to refuse to support any device that has been remanufactured by a company other than Physio - Control. MISCELLANEOUS. (a) During the Term of this Agreement and for one (1) year following its expiration, without Physio - Control's prior written consent, Customer agrees to not to solicit or offer employment to anyone who is employed by Physio - Control to provide Services such as those described in this Agreement; (b) this Agreement, and any related obligation of other party, may not be assigned in whole or in part without the prior written consent of the other party; © this Agreement shall be governed by the laws of the State in which the Services are provided; (d) all costs and expenses incurred by the prevailing party related to the enforcement of its rights under this Agreement, including reasonable attorney's fees, shall be reimbursed by the other party. Reference Number: AC -0030 New Printed: 9/23/2015 Page 3 of 5 PHYSIO- CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: Servicing Rep: Darren Logozzo, EAVV63 District: SOUTHEAST Phone: FAX: 800 - 772 -3340 Equipment Location: CITY OF BOYNTON BEACH, 03593604 FIRE STATION NO 5 2080 HIGH RIDGE RD BOYNTON BEACH, FL 33426 Scope Of Service Ship In Repair Plus Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LUCAS US 3302430 -000 30101948 1 10/1/2015 9/30/2018 0 LUCAS US 3302430 -000 30101949 2 10/1/2015 9/30/2018 0 LUCAS US 3302430 -000 30101950 3 10/1/2015 9/30/2018 0 LUCAS US 3302430 -000 30101951 4 10/1/2015 9/30/2018 0 LUCAS US 3302430 -000 30101953 5 10/1/2015 9/30/2018 0 LUCAS US 3302430 -000 30101955 6 10/1/2015 9/30/2018 0 ** Denotes an inventory line that has changed since the last contract revision or addendum. Reference Number: AC -0030 New Printed: 9/23/2015 Page 4 of 5 PHYSIO- CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LUCAS® 1 Chest Compression System Services (LUCAS 1 Service is Ship -in Service only) LUCAS® 1 Chest Compression System Comprehensive Service (Ship -In Service Only) • Inspections at intervals set forth on Schedule A • Parts and labor necessary to restore Covered Equipment to original specifications, subject to Exclusions • Cleaning of the hood and bellows exterior • Replacement of suction cup and patient straps, if necessary • Updates installed at no additional cost, provided such Updates are installed at the time of regularly scheduled Services. If parts must be replaced to accommodate installation of new software, such parts may be purchased at a rate of 30% off the then - current list price LUCAS® 1 Chest Compression System Repair Plus Service (Ship -in Service Only) • Parts and labor necessary to restore Covered Equipment to original specifications, subject to Exclusions • Updates installed at 20% off the then - current list price provided such Updates are installed at the time of regularly scheduled Services. If parts must be replaced to accommodate installation of new software, such parts may be purchased at a rate of 30% off the then - current list price LUCAS® 1 Chest Compression System Preventative Maintenance Service (Ship -in Service Only) • Inspections at intervals set forth on Schedule A • Cleaning of the hood and bellows exterior • Replacement of suction cup and patient straps, if necessary • Updates installed at 20% off the then - current list price provided such Updates are installed at the time of regularly scheduled Services. If parts must be replaced to accommodate installation of new software, such parts may be purchased at a rate of 30% off the then - current list price LUCAS® 2 Chest Compression System Services LUCAS® 2 Chest Compression System Comprehensive Service • Inspections at intervals set forth on Schedule A • Parts and labor necessary to restore Covered Equipment to original specifications, subject to Exclusions • Battery Replacement Service o For each LUCAS 2 listed on Schedule A, replacement of one (1) LUCAS 2 battery in accordance with the device Operating Instructions, or upon battery failure • Cleaning of the hood and bellows exterior • Replacement of suction cup and patient straps, if necessary • Updates installed at no additional cost, provided such Updates are installed at the time of regularly scheduled Services. If parts must be replaced to accommodate installation of new software, such parts may be purchased at a rate of 30% off the then - current list price LUCAS® 2 Chest Compression System Repair Plus Service • Parts and labor necessary to restore device to original specifications, subject to Exclusions • Battery Replacement Service o For each LUCAS 2 listed on Schedule A, replacement of one (1) LUCAS 2 battery in accordance with the device Operating Instructions, or upon battery failure o r vided such Updates are installed at the time of ▪ Updates installed at 20 /o off the then - current list price p regularly o p g scheduled Services. If parts must be replaced to accommodate installation of new software, such parts may be purchased at a rate of 30% off the then - current list price LUCAS'I 2 Chest Compression System Preventative Maintenance Service • Inspections at intervals set forth on Schedule A • Cleaning of the hood and bellows exterior • Replacement of suction cup and patient straps, if necessary • Updates installed at 20% off the then - current list price provided such Updates are installed at the time of regularly scheduled Services. If parts must be replaced to accommodate installation of new software, such parts may be purchased at a rate of 30% off the then - current list price Reference Number: AC -0030 New Printed: 9/23/2015 Page 5 of 5 "HYSIO CONTROL Physio - Control, Inc. I Lifesaving starts here. - ADDRESS September 2015 11811 Willows Road NE Redmond, WA 98052 PHONE GENERAL 425 867 4000 Physio - Control, Inc. is the sole- source provider in the Hospital (hospitals and TOLL -FREE hospital -owned facilities), Emergency Response Services and Emergency 800 4421142 Response Training markets for the following products: www.physio- control.com • New LIFEPAK 15 monitor /defibrillators • New LIFEPAK 20e defibrillator /monitors • New LIFEPAK 1000 automated external defibrillators • New LUCAS 2 Chest Compression System Physio - Control, Inc. is the sole- source provider in all markets for the following products & services: • RELI (Refurbished Equipment from the Lifesaving Innovators) devices • LIFENET System and related software • Factory- authorized inspection and repair services which include repair parts, upgrades, inspections and repairs • PulsePoint Agency Services • HealthEMS Software • HomeSolutions.NET Software Physio - Control does not authorize any resellers to sell these products or services in the markets listed above. We will not fulfill orders placed by non - authorized businesses seeking to resell our products. If you have questions, please feel free to contact your local Physio - Control sales representative at 800.442.1142. Sincerely, PHYSIO- CONTROL, INC. /4 Allan Criss Vice - President, Americas Sales GDR 3321967_B T he o Boi B edCh City Clerk's Office 100 E BOYNTON BEACH BLVD BOYNTON BEACH FL 33435 (561) 742 -6060 FAX: (561) 742 -6090 e -mail: prainitoj @bbfl.us www.boynton- beach.org October 15, 2015 Allan Criss Vice - President, Americas Sales Physio- Contol, Inc. 11811 Willows Road NE Redmond, WA 98052 Re: Resolution R15 -123 — Technical Service Support Agreement Dear Mr. Criss: Attached for your handling is the agreement and a copy of the Resolutions mentioned above. Once the agreement has been signed, please return the original to the City Clerk's Office for further processing. If you have any questions, please do not hesitate to contact me. Very truly yours, CITY OF BOYNTON BEACH (i4 M. Prainito, MMC City Clerk Attachment (agreement & resolution) tls S: \CC \WP \AFTER COMMISSION \Other Transmittal Letters After Comm ission \2015 \R15 -123 Physio Control.doc America's Gateway to the Gulfstream TECHNICAL SERVICE SUPPORT AGREEMENT Contract Number: Lnd User #,' 03593604 Cl LY OF BOYNITON BhACH FIRE STATIO\ NO 5 2080 HIGH RIDGE RD 130Y?�TON BE NCH, FL 33426 Bill To # 035` 3604 CITY OF'BOYNTON BEACH FIRE STATION NO 5 2080 HIGH MIDGE RD BOYNTON BEACH. Fl, 33426 This "('uchnicat Service Support Agreement begins on 10%1!2015 and expires on 913 0120 1 8. The designated Covered Equipment and /or Software is listed on Schcdulc A. This Technical Service Agreement is subject to the "Germs and Conditions on the reverse side of this document and any Schedule B, if attached. If any Data Managernent 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 71 Price of coverage specified on Schedule A is 518,990,00 per term, payable in Annual installments. k '1'.. I °f DISCOUNT ON ACCESSORIES 15% DISCOUNT ON ALL ELECTRODES ** Annual payments of S 6530.00 for 3 years Purchase Order Number: Territory Rep: EAVV63 Darren Logono phone: Customer Contact: MIKE LANDRE✓SS, LMS Coordinator Phone: 561 -742 -6337 (6335) FAX: Reference Number: AC -0030 New Printed: 9/23/2015 Page I of 5