Loading...
HomeMy WebLinkAboutMedtronic Emergency Response Systems, Inc. 2007-07-01TECHNICAL SERVICE SUPPORT AGREEMENT CUSTOMER COPY Contract Number: End User -4 10077001 Bill To # 10077001 CITY OF UKIAH CITY OF UKIAH 300 SEMINARY AVE 300 SEMINARY AVE UKIAH, CA 95482 UKIAH, CA 95482 This Technical Service Support Agreement begins on 7/1/2007 and expires on 6/30/2012 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 Medtronic's Data Management Support and Upgrade Service Terms and Conditions, rev 7/99-1. Price of coverage specified on Schedule A is $7,800.00 per term, payable in Annual installments. Special Terms 10% DISCOUNT ON ACCESSORIES 10% DISCOUNT ON ALL ELECTRODES Accepted: ME TRONIC Emergency Response Systems, Inc. Customer: U tTy 0,1F 7 BY By. Title: Print: Date: Title: Date: ~p /2g>/t77 Purchase Order umber: Territory Rep: WENN67 Customer Contact: Hoefling, Sherri SKIP WILLIAMS Phone: 800-442-1142 x2556 Phone: 707-472-0509 FAX: 800-772-3340 FAX: Reference Number: N67-1403 New Printed: 6/29/2007 Page I of 5 MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC. TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS RENEWALTERMS Medtronic Emergency Response Systems, Inc.'s ("Medtronic") acceptance of Customer's Technical Service Support Agreement is expressly conditioned on Customer's assent to the terms set forth in this document and its attachments. Medtronic agrees to furnish the services ordered by Customer only on these terms, and Customer's acceptance of any portion of the goods and services covered by this document shall confirm their acceptance by Customer. These terms constitute the complete agreement between the parties and they shall govern any conflicting or ambiguous terms on Customers purchase order or on other documents submitted to Medtronic by Customer. These terms may not be revised in any manner without the prior written consent of an officer of Medtronic. REPAIR SERVICES If "Repair" services are designated, subject to the Exclusions identified below, they shall include, for the designated Covered Equipment, all repair parts and materials required, all required Medtronic service technician labor, and all related travel expenses. For offsite (ship-in) services, units will be returned to Customer by Medtronic freight prepaid. INSPECTION SERVICES If "Inspection" services are designated, subject to the Exclusions identified below, they shall include, for the designated Covered Equipment, verification of proper instrument calibration, verification that instrument mechanical operations and output measurements are consistent with applicable product specifications, performance of an electrical safety check in accordance with National Fire and Protection Guidelines, all required Medtronic service technician labor and all related travel expenses. For offsite (ship-in) services, units will be returned to Customer by Medtronic freight prepaid. DOCUMENTATION Following each Repair and/or Inspection, Medtronic will provide Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended for replacement. LOANERS If a Medtronic product is designated as a unit of Covered Equipment for Repair Services and needs to be removed from service to complete repairs, an appropriate Loaner unit will be provided, if available, until the removed unit is returned. Customer assumes complete responsibility for the Loaner and shall return the Loaner to Medtronic in the same condition as received, at Customers expense, upon the earlier of the return of the removed unit or Medtronic's request. EXCLUSIONS This Technical Service Support Agreement does not include: supply or repair of accessories or disposables (e.g., patient cables, recorder paper, etc.); repair of damage caused by misuse, abuse, abnormal operating conditions, operator errors, and/or acts of God; repairs to return an instrument to normal operating equipment at the time of initial service by Medtronic under this Technical Service Support Agreement; case changes; repair or replacement of items not originally distributed or installed by Medtronic; and exclusions on Schedule B to this Technical Service Support Agreement, if any, which apply to Covered Equipment. SCHEDULE SERVICES Designated Repair and Inspections Services will be performed at the designated service frequency and during designated service hours except where service technicians are rendered unavailable due to mandatory training commitments, in which case Medtronic will provide alternate coverage. Customer is to ensure Covered Equipment is available for Repair and/or Inspection at scheduled times. If Covered Equipment is not available as scheduled and Customer requests additional services to be performed or if Medtronic is requested to perform Repair or Inspection services not designated In this Technical Service Support Agreement (due to the nature of services selected, instruments involved not being Covered Equipment, request being outside of designated service frequency or hours, or application of the Exclusions); Customer shall reimburse Medtronic at Medtronic's standard labor rates less 10% (including overtime, if appropriate), plus standard list prices for related parts and materials less 15%, plus actual travel costs incurred. PAYMENT The cost of services performed by Medtronic shall be payable by Customer within thirty (30) days of Customer's receipt of Medtronic's Invoice (or such other terms as Medtronic confirms to Customer in writing). In addition to the cost of services performed, Customer shall pay or reimburse Medtronic for any taxes assessed Medtronic. If the number or configuration of Covered Equipment is altered during the Term of this Technical Service Support Agreement, the price of Services shall be adjusted accordingly. WARRANTY Medtronic warrants Services performed under this Technical Service Support Agreement and replacement parts provided in performing such Services against defects in material and workmanship for ninety (90) days from the date a Service was performed or a part was provided. Customers sole remedy shall be reservicing the affected unit and/or replacement of any part determined to be defective, without any additional Customer charge, provided Customer notifies Medtronic of any allegedly defective condition within ten (10) calendar days of its discovery by Customer. Medtronic 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 MEDTRONIC BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES. Reference Number: N67-1403 New Printed: 6/29/2007 Page 2 of 5 TERMINATION - Either party may terminate this Technical Service Support Agreement at any time upon sixty (60) days prior written notice to the other, except that Medtronic may terminate this Technical Service Support Agreement immediately upon Customer's failure to make timely payments for services rendered under this Technical Service Support Agreement. In the event of termination, Customer shall be obligated to reimburse Medtronic for that portion of the designated price which corresponds to that portion of the Term and the scope of Services provided prior to the effective date of termination. DELAYS Medtronic 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 Medtronic's inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of Medtronic's obligations and the performance dates shall be extended for the length of such delay. MISCELLANEOUS a) Customer agrees to not employ or offer employment to anyone performing Services on Medtronic's behalf during the Term of this Technical Service Support Agreement or for one (1) year following its expiration without Medtronic's prior written consent. b) This Technical Service Support Agreement, and any related obligation of other party, may not be assigned in whole or in part without the prior written consent of the other party. c) The rights and obligations of Medtronic and Customer under this Technical Service Support Agreement shall be governed by the laws of the State in which the service is provided. All costs and expenses incurred by the prevailing party related to the enforcement of its rights under this document, including reasonable attorney's fees, shall be reimbursed by the other party. Reference Number: N67-1403 New Printed: 6/29/2007 Page 3 of 5 MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: Servicing Rep: Hoefling, Sherri, WENN67 District: WEST Phone: 800-442-1142 x2556 FAX: 800-772-3340 Equipment Location: CITY OF UKIAH, 10077001 300 SEMINARY AVE UKIAH, CA 95482 Scope Of Service On Site Inspection Only - 1 Inspection per Year:M-F/8-5 Ref. Effective Expiration Total Model Part Number Serial Number Line Dam Date Inspections LIFEPAK4612 VLPI2-02-005985 34194068 1 7/12007 6/30/2012 5 LIFEPAK® 12 VLPI2-02-005985 34194117 2 7/12007 6/30/2012 5 LIFEPAK® 12 VLP12-02-003549 30238374 3 7/1/2007 6/30/2012 5 LII7EPAK(g) 12 VLPI2-02-003549 30238375 4 7112007 6/30/2012 5 LIFEPAK© 12 VLP 12-02-001527 12849786 5 711/2007 6/3012012 5 Scope Of Service On Site Repair Only: M-F/8-5 Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 30120748 6 7/12007 6/302012 0 BATTERY SUPPORT SYSTEM 2 VBSS2-02-000009 12821359 7 7/1/2007 6/30/2012 0 Denotes an inventory line that has changed since the last contract revision or addendum. Reference Number: N67-1403 New Printed: 6/29/2007 Page 4 of 5 MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B INSPECTION ONLY SERVICES - If the customer requests that repairs be made as determined necessary by the Medtronic Service Representative after completion of the inspection, such repairs will be made at Medtronic's then current labor rate less 10%. Parts required for such repairs will be made available at 15% less than the then current list price for such parts. • Customer retains the responsibility to perform the battery maintenance and evaluation procedures outlined in the service manual and to replace batteries that do not pass the conditions outlined under "Discarding/Recycling Batteries." Batteries failing to meet battery performance tests should be removed from service and properly discarded (recycled). If customer provides evidence that a Medtronic Battery Pak fails to meet the performance tests noted above and/or the Battery Pak age exceeds 2 years, Medtronic shall replace said Medtronic Battery Pak (like for like) i.e. FASTPAK for FASTPAK, FASTPAK2 for FASTPAK2, LIFEPAK SLA for LIFEPAK SLA, or LIFEPAK NiCd for LIFEPAK NiCd, up to the maximum amount of Medtronic Battery Paks as is specified on Schedule A, every two years (including prior Support Plan periods). To assist in proper recycling and removal of low capacity batteries, replaced Battery Paks become the property of Medtronic and must be returned at the time of exchange. . Only batteries manufactured by Medtronic are covered under this Service Agreement. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Medtronic cannot guarantee the operation, safety and/or performance of our product when operating with a non-Medtronic battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a Medtronic battery. Any repairs, as determined by a Medtronic Service Representative, resulting from the use of a non-Medtronic battery, will be billed at our standard list prices for parts and labor, including actual travel charges incurred. . T_.._....r _,s,,...-.,,d en,,..,i.... ,l...., c..:a.... o..... e_.., a...,.i..a:.... t,a:a.,....N Reference Number: N67-1403 New Printed: 6/29/2007 Page 5 of 5