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Home My WebLink AboutPhysio-Control - 2010 Agreement d(.1/1 This AGREEMENT made this ~q..fkday of tliJ...J/.:.;., between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Physio-ControL Inc, having a principal place of business at 11811 Willows Rd NE, Redmond, W A 98052. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on 12/01/2010 and will continue in effect through 11/30/2015 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" ("Physio-Control Technical Service Support Agreement") and Exhibit "B" (Specific Provisions). B. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above- described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR'S services. C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the performance of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income ILAC\862009.1 102811-04706083 -1- tax, unemployment Insurance, Social Security, disability Insurance and other applicable withholding. D. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth on the first page of Exhibit "A" - TECHNICAL SERVICE SUPPORT AGREEMENT. In no event however shall the total compensation paid to CONTRACTOR exceed $49,975.00. B. Invoices CONTRACTOR shall submit invoices for all services rendered. C. Payment Payment shall be due in annual installments of $9.995.00 beginning 12-0 I-I 0 or within thirty (30) days of CONTRACTOR providing City with a written receipt of invoice to be as specified on page 1 of Exhibit "A [PHYSIO TECHNICAL SERVICE SUPPORT AGREEMENT].". D. Expenses CONTRACTOR shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing services for CITY. ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONTRACTOR agrees to provide workers' compensation insurance for CONTRACTOR'S employees and agents and agrees to' hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all ILAC\862009.1 102811-04706083 -2- claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONTRACTOR'S employees. C. Indemnification of Liability, Duty to Defend General Liabilitv To the fullest extent permitted by law, CONTRACTOR shall defend through council approved by CITY indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, to the extent caused by any willful or negligent or malicious act or omission of CONTRACTOR or CONTRACTOR'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence and aggregate. As a condition precedent to CITY'S obligations under this Agreement, CONTRACTOR shall furnish evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: . CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; . CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf; lLAC\862009.1 - 3- 102811-04706083 · CITY will not withhold state or federal income tax from payment to CONTRACTOR; · CITY will not make disability insurance contributions on behalf of CONTRACTOR; · CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale or Corporate Transfer of CONTRACTOR's Business/ Death of CONTRACTOR. CONTRACTOR shall attempt to notify CITY in writing of the proposed sale or Corporate Transfer of CONTRACTOR's business no later than thirty (30) days prior to any such sale. However, if no notice prior to sale or Corporate Transfer is given, then CONTRACTOR shall provide written notice within ten (10) days after the occurrence of any Corporate Transfer. As used in this Agreement, a "Corporate Transfer" shall include the dissolution, merger, consolidation, or other reorganization of CONTRACTOR. CITY shall have the option in its sole discretion of terminating this Agreement within thirty (30) days after receiving notice of a Corporate Transfer. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONTRACTOR set forth in this Agreement, no later than thirty (30) days after CITY's receipt of such notice. B. Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONTRACTOR'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. lLAC\862009.1 102811-04706083 -4- 2. CONTRACTOR'S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit "A" which have been fully, competently and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, the amount required to complete the services required hereunder less the unpaid value of any services which have been fully, competently and timely rendered by Contractor prior to termination. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONTRACTOR's duties by any new CONTRACTOR hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ("the Act") in its current form and as it may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, \LAC\862009.1 1nl)Q11 nA7N:nQ~ -5- daims. demands. damages, costs, causes of action, losses, liabilities, expenses and fees, ,nciuding without limitation reasonable attorneys' fees, that may arise out of any violations of ~he Act by the CONTRACTOR, its subcontractors. or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may ~ set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONTRACTOR shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis ofthe race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONTRACTOR certifies that to the best of its knowledge. no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements. whether oral or written. between the parties hereto with respect to the rendering of services by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. 1LAC\'l62009.1 102811.()4706083 -6- No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. In the case of any inconsistencies between this Agreement and Exhibit "A" (Physio-Control Technical Service Support Agreement), then the terms of this Agreement shall control. H. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the following addresses: CITY: City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Physio-Control, Inc 11811 Willows Rd NE Redmond, W A 98052 Each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Waiver CONTRACTOR agrees that waiver by CITY of anyone or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. ILAC\862009.1 102811-04706083 -7- CONTRACTOR: Physio-Control, Inc By:LctL Name: Bryan deLeuw Title: Associate Contract Analyst Social Security or Taxpayer Identification Number 91-0697691 Approved as to Form ~~ City Attorney ILAC\862009.1 102811-04706083 CITY: By: Name: Tom Haglun Title: City Administrator -8- \ - EXHIBIT "A" . TECHNICAL SERVICE SUPPORT AGREEMENT - Addendum to Physio-Control/City of Gilroy Agreement Contract Number: End User # 15815901 GILROY FIRE DEPARTMENT 7070 CHESTNUT ST GILROY, CA 95020 Bill To # 15815901 GILROY FIRE DEPARTMENT 7070 CHESTNUT ST GILROY, CA 95020 This Technical Service Support Agreement begins on 12/1 /20 I 0 and expires on 11/30/2015. 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 $49,975.00 per term, payable in Annual installments. S ecial Terms 15% DISCOUNT ON ACCESSORIES 15% DISCOUNT ON ECG ELECTRODES 15% DISCOUNT ON ALL DEFIB/PACING ELECTRODES This agreement can be terminiated by either party with 30 days written notice to the other party. Mutually agreeable modifications can be made at any time to this agreement with signatures from both parties. In the case of any inconsistency between the terms and conditions in Exhibit "A" and the City of Gilroy Agreement to which it is attached, the terms and conditions set forth in the City of Gilroy Contract will control. Acce-'6: PhYl-~ontrol, Inc. By: t ci Title: A?~CNk ~(\ tr~LA-' 4~., t Date:~/1 Customer: t11 e ,., f By: --p tl ; L\.z I V1-5 print:~\.-( ; V\ j Title: D ; ,/ I ~ I '0 r) C '" ; ef Date: ~ d-J\,,\ \ l \ Purchase Order Number: Territory Rep: WENN66 Jim Price Phone: 800-442-1142 x2448 FAX: 800-772-3340 Customer Contact: Phil King Phone: 408-846-0370 FAX: 408-848-0379 Reference Number: N66-1565 Printed: 11/22/20 II Renewal Page I of 9 ~ } PHYSIO.CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS RENEWAL TERMS Physio-Control, Inc.'s ("Physio-Control") 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 as may have been modified by that certain Agreement between Customer and Physio-Control, the "City of Gilroy Agreement" to which Agreement this Technical Service Support Agreement is "Exhibit A". Physio-Control agrees to furnish the services ordered by Customer only on these terms. These terms may not be revised in any manner without the prior written consent of an officer of Physio-Control and the City Administrator of the City of Gilroy. REPAIR SERVICES If "Repair" services are designated, subject to the Exclusions identified below, they shall include, for the designated Covered Equipment, all repair parts and materials required, all required Physio-Control service technician labor, and all related travel expenses. For offsite (ship-in) services, units will be returned to Customer by Physio-Control freight prepaid. INSPECTION SERVICES If "Inspection" services are designated, subject to the Exclusions identified below, they shall include, for the designated Covered Equipment, verification of proper instrument calibration, verification that instrument mechanical operations and output measurements are consistent with applicable product specifications, performance of an electrical safety check in accordance with National Fire and Protection Guidelines, all required Physio-Control service technician labor and all related travel expenses. For offsite (ship-in) services, units will be returned to Customer by Physio-Control freight prepaid. DOCUMENTATION Following each Repair and/or Inspection, Physio-Control will provide Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended for replacement. LOANERS If a Physio-Control product is designated as a unit of Covered Equipment for Repair Services and needs to be removed from service to complete repairs, an appropriate Loaner unit will be provided, if available, until the removed unit is returned. Customer assumes complete responsibility for the Loaner and shall return the Loaner to Physio-Control in the same condition as received, at Customer's expense, upon the earlier of the return of the removed unit or Physio-Control's request. EXCLUSIONS This Technical Service Support Agreement does not include: supply or repair of accessories or disposables (e.g., patient cables, recorder paper, etc.); repair of damage caused by misuse, abuse, abnormal operating conditions, operator errors, and/or acts of God; repairs to return an instrument to normal operating equipment at the time of initial service by Physio-Control under this Technical Service Support Agreement: case changes; repair or replacement of items not originally distributed or installed by Physio-Control; and exclusions on Schedule B to this Technical Service Support Agreement, if any, which apply to Covered Equipment. SCHEDULE SERVICES Designated Repair and Inspections Services will be performed at the designated service frequency and during designated service hours except where service technicians are rendered unavailable due to mandatory training commitments, in which case Physio-Control will provide alternate coverage. Customer is to ensure Covered Equipment is available for Repair and/or Inspection at scheduled times. If Covered Equipment is not available as scheduled and Customer requests additional services to be performed or if Physio-Control is requested to perform Repair or Inspection services not designated in this Technical Service Support Agreement (due to the nature of services selected, instruments involved not being Covered Equipment, request being outside of designated service frequency or hours, or application of the Exclusions); Customer shall reimburse Physio-Control at Physio-Control's standard labor rates less 10% (including overtime, if appropriate), plus standard list prices for related parts and materials less 15%, plus actual travel costs incurred. PAYMENT The cost of services performed by Physio-Control shall be payable by Customer within thirty (30) days of Customer's receipt of Physio-Control's Invoice (or such other terms as Physio-Control confirms to Customer in writing). In addition to the cost of services performed, Customer shall payor reimburse Physio-Control for any taxes assessed Physio-Control. 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. Reference Number: N66-1565 Printed: 11/22/2011 Renewal Page 2 of 9 I.. - WARRANTY Physio-Control warrants Services performed under this Technical Service Support Agreement and replacement parts provided in performing such Services against defects in material and workmanship for ninety (90) days from the date a Service was performed or a part was provided. Customer's sole remedy shall be reservicing the affected unit and/or replacement of any part determined to be defective, without any additional Customer 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. TERMINATION Either party may terminate this Technical Service Support Agreement at any time upon thirty (30) days prior written notice to the other, except that Physio-Control may terminate this Technical Service Support Agreement upon Customer's failure to make timely payments for services rendered under this Technical Service Support Agreement subject to the provisions of Article 7, paragraph C of the City of Gilroy Agreement. If the termination by either party is without cause, then the City shall be obligated to reimburse Physio-Control for that portion of the designated price which corresponds to that portion of the Term and the scope of Services satisfactorily provided and accepted by the City prior to the effective date of termination. All other events of termination and the conditions following termination are set forth in Article 7 of the City of Gilroy Agreement. 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. MISCELLANEOUS a) Customer agrees to not employ or offer employment to anyone performing Services on Physio-Control's behalf during the Term of this Technical Service Support Agreement or for one (1) year following its expiration without Physio-Control's prior written consent. b) This Technical Service Support Agreement, and any related obligation of other party, may not be assigned in whole or in part without the prior written consent of the other party. c) The rights and obligations of Physio-Control and Customer under this Technical Service Support Agreement shall be governed by the laws of the State of California. Legal actions to enforce the rights of a party under the City of Gilroy Agreement and reimbursement of the prevailing party's costs, including reasonable attorney's fees, are governed by Article 8, paragraph C of the City of Gilroy Agreement. .......END Reference Number: N66-1565 Printed: 11/22/2011 Renewal Page 3 of 9 - J PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: Servicing Rep: Di strict: Phone: FAX: Jim Price, WENN66 WEST 800-442-1142 x2448 800-772-3340 Equipment Location: GILROY FIRE DEPARTMENT, 15815901 7070 CHESTNUT ST GILROY, CA 95020 Scope Of Service LPCR/Express Onsite Gold Plan Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFEPAK@ CR PLUS 3200731-002 34920826 12 12/1/2010 11/30/2015 5 LIFEPAK@ CR PLUS 3200731-002 34920827 13 12/1/2010 11/30/2015 5 Scope Of Service AED I On Site Inspection per Year with I Lithium Battery Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFEPAK@lOOO 320371500021 37007646 14 12/1 /20 \0 11/30/2015 5 LIFEPAK@IOOO 320371500021 37007647 15 12/1/20 I 0 11/30/2015 5 LIFEPAK@\oOO 320371500021 37007648 16 12/1/20 I 0 11/30/2015 5 LIFEPAK@ 500 3011790-001129 32240129 8 12/1/20 I 0 11/30/2015 5 LIFEPAK@ 500 3011790-001129 32244194 9 12/1/20 I 0 11/30/2015 5 LIFEPAK@ 500 3011790-001129 32244195 10 12/1/20 I 0 11/30/2015 5 LIFEPAK@ 500 3011790-001129 32244196 11 12/1/20 I 0 11/30/2015 5 Scope Of Service Renewal POS On Site Repair - I On Site Inspection per Year Ref. Effective Expiration Total Model Part Number SerIal Number Line Date Date Inspections LIFEPAK@ 12 VLP 12-02-003484 30593244 12/1/20 I 0 11/30/2015 5 LIFEPAK@ 12 VLP 12-02-003484 30593242 2 12/1/20 I 0 11/30/2015 5 LIFEPAK@ 12 VLP 12-02-003484 30593245 3 12/1/2010 11/30/2015 5 LIFEPAK@ 12 VLP 12-02-003484 30593243 4 12/1/20 I 0 11/30/2015 5 LIFEPAK@ 12 VLP 12-02-003484 31220123 5 12/1/2010 11/30/2015 5 LIFEPAK@ 12 VLP 12-02-0050 13 32328349 6 12/1/20 I 0 11/30/2015 5 LIFEPAK@ 12 VLP 12-02-007228 36516904 7 12/1/20 I 0 11/30/2015 5 ** Denotes an inventory Ime that has changed since the last contract revIsion or addendum Reference Number: N66-1565 Printed: 11/22/2011 Renewal Page 4 of 9 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LlFEP AK@ 12 '(LP 12) Defibrillator/Monitor Service includes: Standard detachable hard paddle repairs LPI2 upgrade installed by Physio-Control Technical Services Representative at a rate of 17% less than the then-current field-installed list price All Physio-Control battery charging systems owned by contract end user, up to a one-for-one basis with the total number ofLPI2 defibrillator/monitor's listed in Schedule A. AC Power Adapter repair/replacement DC Power Adapter repairlreplacement Replacement ofPhysio-Control FASTPAK@, FASTPAK 2, LlFEPAK SLA, LlFEPAK NiCd Battery, and LlFEPAK Li-ion Battery Battery maintenance, performance testing, evaluation, removal, recycling, and replacement are the Customer's responsibility and should be performed in accordance with the LP 12 Series Operating Instructions section entitled Discarding/Recycling Batteries. Battery replacement is available upon completion of the second year of use on a one-for-one basis, up to the number of devices listed in Equipment Inventory, Schedule A. Replacement batteries shall be like-for-like (i.e. FASTPAK for FASTPAK, LlFEPAK LI-ion for LlFEPAK LI-ion, etc.). One-for-one, like-for-like battery replacement is available prior to the completion of second year of use upon battery failure as determined by Customer's performance testing and evaluation in accordance with the LP 12 Operating Instructions section entitled Discarding/Recycling Batteries. During the Term of this Agreement, no-charge replacemerlt for battery failure shall occur no more than four (4) times per two-year period for Physio-Control F ASTPAK@, F ASTPAK 2, LlFEPAK SLA, LlFEPAK NiCd Battery, and no more than three (3) times per two-year period for Li-ion batteries, regardless of any terms in prior Support Plans. Battery replacement is dependent upon Customer's notice to Physio-Control of the completion of the second year of use or battery failure as determined by Customer's performance testing and evaluation. At the discretion ofPhysio-Control, battery replacement shall be accomplished 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 replacement battery, the battery being replaced becomes the property ofPhysio-Control, and Customer must return the battery being replaced to Physio-Control for proper disposal. If Physio-Control does not receive the battery Customer will be charged at the then-current rate for the replacement battery. Only batteries manufactured by Physio-Control are covered under this Service Agreement. Batteries not manufactured by Physio-Control are expressly excluded from coverage under this Service Agreement. Physio-Control does not guarantee the operation, safety, and/or performance of our product when operating with a battery not manufactured by Physio-Control. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a battery manufactured by Physio-Control. Any repairs, as determined by a Physio-Control Service Representative, resulting from the use of a battery not manufactured by Physio-Control. will be billed at Physio-Control's then current standard list prices for parts and labor, including actual travel costs incurred. LlFEPAK 12 Software Updates If combined Repair and Inspection services are designated for LP 12 units listed in Schedule A, a Physio-Control Technical Services Representative will install LP 12 software updates at no additional cost, provided they are installed at the time of a regularly scheduled inspection. In addition, during the Term of this Agreement. where an assembly, i.e., printed circuit board, must be replaced to accommodate installation of new software, such assembly may be purchased by the Customer at a rate of 50% less than the then-current list price. Software updates, when installed at a time other than the regularly scheduled inspection, will be billed at the rate of $205.00 per unit per software update. The cost of such software update will be billed in a separate invoice. If Repair-Only services are designated for LP 12 units listed in Schedule A, a Physio-Control Technical Services Representative will install a LP 12 software update at the ratc of$205.00 per unit per software update. In addition. during the Term of this Agreement. where an assembly, i.e., printed circuit board, must be replaced to accommodate installa1ion of new software, such assembly may be purchased by the Customer at a rate of 50% less than the then-current list price. The cost of such software update will be billed in a separate invoice. Reference Number: N66-1565 Printed: 11/22/2011 Renewal Page 5 of 9 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B Coin Cell Battery Replacement Physio-Control will replace the internal coin cell battery according to the number of such batteries listed in the Additional Items section of Schedule A. It is the Customer's responsibility to request such coin cell battery replacement. gather in a single location the devices that will receive such battery replacement. and to provide to the Physio-Control Technical Services Representative access to those devices. Coin cell battery replacement will take place during the Term of this Agreement, according to the number of coin cell batteries listed in the Additional Items section of Schedule A. LP 12 Defibrillator/Monitor Service does not include repair or replacement of the following: Internal, sterilizable and pediatric paddles Sp02 sensors and cables Communication cables Therapy cables Patient cables PCMCIA modems Case changes Discounts will not be combined with other special terms. discounts. and/or promotions. LlFEPAK@500AED INSPECTION-ONLY WITH BATTERY OPTION . Inspections are performed Monday thru Friday 8am to 5pm (excluding holidays) . This plan includes periodic inspections as described on Schedule A. I f any repairs are requested by customer that are not otherwise covered by warranty then customer shall pay Physio-Control at its then-current labor rate less 10%. Parts required for such repairs will be at 15% less than the then-current list price for the 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 Physio-Control Battery Pak fails to meet the performance tests noted above and/or the Battery Pak age exceeds 2 years in the case of sealed lead acid batteries and 5 years in the case of lithium ion batteries. Physio-Control shall replace said Physio-Control Battery Pak (Iike-for-like) i.e. LlFEPAK 500 SLA for LlFEPAK 500 SLA or LlFEPAK 500 lithium ion for LlFEP AK 500 lithium ion, up to a maximum of 2 LlFEP AK 500 SLA Battery Paks every two years or up to a maximum of I LlFEPAK 500 lithium ion Battery Pak every 5 years (including prior Support Plan periods) per LlFEPAK@ 500 automatic advisory defibrillator (listed on Schedule A). To assist in proper recycling and removal of low capacity batteries. replaced Battery Paks become the property of Physio-Control and must be returned at the time of exchange. . Only batteries manufactured by Physio-Control are covered under this Service Agreement. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Physio-Control cannot guarantee the operation, safety and/or performance of our product when operating with a non-Physio-Control battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a Physio-Control battery. Any repairs, as determined by a Physio-Control Service Representative, resulting from the use of a non-Physio-Control battery. will be billed at our standard list prices for parts and labor. including actual travel charges incurred. At the time of inspection. a Physio-Control Technical Service Representative will install the latest version of software available at the time of service. Software updates requested to be installed at a time other than the regularly scheduled time of inspection will be billed at $205 per unit per software update. The cost of the software update will be billed on a separate invoice. Reference Number: N66-1565 Printed: 11/22/20 II Renewal Page 6 of 9 PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LlFEPAK@ 1000 AED INSPECTION-ONLY WITH BATTERY OPTION . Inspections are performed Monday thru Friday Sam to 5pm (excluding holidays). . This plan includes periodic inspections as described on Schedule A. If any repairs are requested by customer that are not otherwise covered by warranty then customer shall pay Physio-Control at its then current labor rate less 10%. Parts required for such repairs will be at 15% less than the then current list price for the 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 Physio-Control Battery Pak fails to meet the performance tests noted above and/or the Battery Pak age exceeds 2 years in the case of sealed lead acid batteries and 5 years in the case oflithium ion batteries, Physio-Control shall replace said Physio-Control Battery Pak (like for like) i.e. FASTPAK for FASTPAK, FASTPAK2 for FASTPAK2, LlFEPAK SLA for LlFEPAK SLA, or LlFEPAK NiCd for LlFEPAK NiCd, up to a maximum of2 Physio-Control SLA Battery Paks every two years or up to a maximum of I Physio-Control lithium ion Battery Pak every 5 years (including prior Support Plan periods) per LlFEPAK@ 1000 automatic advisory defibrillator (listed on Schedule A). To assist in proper recycling and removal of low capacity batteries, replaced Battery Paks become the property of Physio-Control and must be returned at the time of exchange. . At the time of inspection, a Physio-Control Technical Service Representative will install the latest version of software available at the time of service. Software updates requested to be installed at a time other than the regularly scheduled time of inspection will be billed at $205 per unit per software update. The cost of the software update will be billed on a separate invoice. Reference Number: N66-1565 Printed: 11/22/2011 Renewal Page 7 of 9 - J PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK@ CR Plus AED INSPECTION-ONLY WITH BATTERY OPTION . This plan includes periodic inspections as described on Schedule A. If any repairs are requested by customer that are not otherwise covered by warranty then customer shall pay Physio-Control at its then current labor rate less 10%. .Parts required for such repairs will be at 15% less than the then current list price for the parts. I f device cannot be repaired, then customer has the option to trade in their LIFEPAK CR Plus for another LIFEPAK CR Plus at 15% less than the then current list price for the device. or purchase the device at the current applicable contract buying price. determined by the lesser amount. . If customer provides evidence that the LIFEP AK@ CR Plus Battery charge stick fails to meet the performance tests noted above and/or the LIFEPAK CR@ Plus Battery charge stick or electrodes exceed 2 years, a new chargepak/electrodes kit will be installed on the device. To assist in proper recycling and removal of low capacity battery charge sticks. replaced Battery charge sticks become the property of Physio-Control and must be returned at the time of exchange. . If customer requires a chargepak/electrodes kit outside normal servicing procedures. and chargepak/electrodes is under 1 year old. and chargepak/electrodes did not fait then customer shall pay Physio-Control at its then current rate for a new chargepak/electrodes kit less 15%. . At the time of inspection, a Physio-Control Technical Service Representative will install the latest version of software available at the time of service. Software updates requested to be installed at a time other than the regularly scheduled time of inspection will be billed at $205 per unit per software update. The cost of the software update will be billed on a separate invoice. . Only batteries manufactured by Physio-Control are covered under this Service Agreement. Any batteries manufactured by other sources are expressly excluded from coverage under this Service Agreement. Physio-Control cannot guarantee the operation. safety and/or performance of our product when operating with a non-Physio-Control battery. Repairs and inspections performed under this Agreement meet original equipment manufacturer's product specifications only when operating with a Physio-Control battery. Any repairs. as determined by a Physio-Control Service Representative, resulting from the use of a non-Physio-Control battery, will be billed at our standard list prices for parts and labor, including actual travel charges incurred. . Inspections are performed Monday thru Friday 8am to 5pm (excluding holidays). Reference Number: N66-] 565 Printed: ] 1/22/20] ] Renewal Page 8 of 9 ~ -- PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B EventCheck™ SERVICE TERMS TERMS Physio-Control's acceptance of Customer's order for EventCheck is expressly conditioned on Customer's assent to the terms set forth in this document. These terms constitute the complete agreement between the parties and may not be revised in any manner without the prior written consent of an officer of Physio-Control. TERMINA TION Either party may terminate this agreement at any time upon sixty (60) days prior written notice to the other, except that Physio-Control may terminate this agreement immediately upon Customer's failure to make timely payments for services rendered under this agreement. In the event of termination, Customer shall be obligated to reimburse Physio-Control for that portion of the designated price which corresponds to that portion of the Term prior to the effective date of termination. EventCheck ™ SERVICES EventCheck services, subject to the Exclusions identified below, shall include, for the designated device, after device use: event data download; device data in hard copy format; replenishment of the two (2) QUIK-P AKTM electrodes and one (I) CHARGE-P AKTM battery charger; "EventCheck Inspection Procedure" service inspection; service report; all required materials, all required Physio-Control service technician labor, and all related travel expenses within a fifty (50) mile radius of the nearest location ofa Physio-Control Technical Service Representative. Travel outside of said fifty mile radius shall be billed at the current applicable contract zone billable rate. Only one (I) EventCheck service call may be used each year for the Gold service plan and one (I) every two years for the Silver service plan. Additional EventCheck service calls will be billed at a rate of $150 per call and includes all services mentioned above, excluding travel. Data downloaded from the device shall be provided to the customer and will not be retained, stored or used in any way by Physio-Control. If customer decides to ship device needing EventCheck type service to a Physio-Control representative for service the zone billable charge will not apply. EXCLUSIONS EventCheck service does not include repair of damage caused by misuse, abuse, abnormal operating conditions, operator errors, and/or acts of God. WARRANTY Physio-Control warrants services performed and materials provided under EventCheck against defects in material and workmanship for ninety (90) days from the date the service was performed. Customer's 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 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 OF FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL PHYSIO-CONTROL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES. The rights and obligations ofPhysio-Control and Customer under this EventCheck service shall be governed by the laws of the State of Washington. All costs and expenses incurred by Physio-Control related to enforcement of its rights under this document. including reasonable attorney's fees, shall be reimbursed by Customer. Reference Number: N66-1565 Printed: 11/22/2011 Renewal Page 9 of 9 EXHIBIT "B" SPECIFIC PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR'S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, checked, and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. lLAC\862009.1 102811-04706083 -1- D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of such Services. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR'S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONTRACTOR may retain and use copies thereof subject to Section D of this Exhibit "B". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NOTlCES_ Notices are to be sent as follows: CITY: City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Physio-Control, Inc 11811 Willows Rd NE Redmond, W A 98052 ILAC\862009.1 102811-04706083 -2- H. FEDERAL FUNDING REQUIREMENTS. D If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section H. apply. IZI If the box to the left of this sentence is checked, this Agreement does not involve federal funding arid the requirements of this Section H. do not apply. 1. DBE Program CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONTRACTOR warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. \LAC\862009.1 102811-04706083 -3- ~ ACORD$ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 08/17/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~~~CT Marsh USA Inc. rA~9N,.t "_,,. I FAX 333 South 7th Street, Suite 1600 ii-/c No': Minneapolis, MN 55402-2400 E-MAIL ADDRESS: INSURER/S1 AFFORDING COVERAGE NAIC# 43840 -MEDTR-GA WAI-11-12 AI INSURER A : ACE American Insurance Company 22667 INSURED INSURER B : MEDTRONIC, INC. AND ALL ITS SUBSIDIARIES 710 MEDTRONIC PARKWAY INSURER C : MS LC310 INSURER 0 : MINNEAPOLIS, MN 55432 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: CHI-004223132-01 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ~~~~ ~~~ POLICY NUMBER 1,~~J1l%~1 I (~g~6%~1 LIMITS LTR A GENERAL LIABILITY SPLG 24561288001 05/01/2010 05/01/2012 EACH OCCURRENCE $ 15,000,000 - ~~~~;SES (Ea occurrence\ X ~MMERCIAL GENERAL LIABILITY $ 1,000,000 - X CLAIMS-MADE 0 OCCUR MED EXP (Anyone person) $ 10,000 - PERSONAL & ADV INJURY $ 1,000,000 - GENERAL AGGREGATE $ 15,000,000 ~'L AGG~nE LIMIT APnS PER: PRODUCTS - COMP/OP AGG $ 15,000,000 X POLICY ~~'R,: LOC $ A AUTOMOBILE LIABILITY ISA H08634671 05/01/2011 05/01/2012 fE~~~~~~~ti)lNGLE LIMIT $ 1,000,000 f-- X ANY AUTO BODILY INJURY (Per person) $ f-- ALL OWNED - SCHEDULED BODILY INJURY (Per accident) $ I-- AUTOS - AUTOS NON-OWNED rp~~~;c~~~t?AMAGE $ I-- HIRED AUTOS I-- AUTOS $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ f-- EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ A WORKERS COMPENSATION WLR C46478307 (AOS) 05/01/2011 05/01/2012 X WC STATU- I IOJ,t'- AND EMPLOYERS' LIABILITY Y/N WLR C46478277 (MO, NC, NE & OK) 05/01/2011 05/01/2012 1,000,000 A ANY PROPRIETOR/PARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A SCF C46478289 (NJ) 05/01/2011 05/01/2012 A (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 A ~~~~~rti;~~ 'b70PERATIONS below SCF C46478290 (WI) 05/01/2011 05/01/2012 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Additional Insured status applies only if it is reflected in your written contract. Medtronic includes but is not limited to the following entities: Physio-Control, Inc., Medtronic Sofamor Danek, Inc., Medtronic Spine, LLC (including Osteotech, Inc.), Minimed Distribution Corporation and Medtronic A TS Medical, Inc. City of Gilroy, its officers and employees are included as additional insured under general liability as required by written ontract. CERTIFICATE HOLDER CANCELLATION City of Gilroy SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Leeann McPhillips THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 7370 Rosanna St ACCORDANCE WITH THE POLICY PROVISIONS. Gilroy, CA 95020 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. I Manashi Mukherjee ~'\AQC""" ~ ACORD 25 (2010/05) @1988-2010ACORD CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD m. e ace usa INTERNATIONAL ADVANTAGE COMMERCIAL INSURANCE POLICY Company Name: ACE American Insurance Company GENERAL DECLARATIONS NAMED INSURED AND MAILING ADDRESS: Medtronlc, Inc. 710 Medtronlc Parkway Minneapolis, MN 55432-5604 POLICY NUMBER: SPLG24561288 001 RENEWED OR IN PLACE OF: CSZ0312406 PRODUCER NUMBER/OFFICE: IT7778 5DM NAMED INSURED IS: A Corporation - OTHER INTEREST: None POLICY PERIOD; when coverage begins: May 1, 2010 when coverage ends: May 1, 2012 DECLARATIONS EFFECTIVE May 1,2010 PREMIUM AUDIT DOES NOT APPLY. CURRENCY: UNITED STATES DOLLARS I Premium: These Declarations apply for the Policy Period shown above from the Declarations Effective date. Together with the policy sections for Coverages, Common Policy Conditions and Endorsements, these Declarations complete your policy. For renewal Policy Periods, all Endorsements for the expiring Policy Period are continued in full force and effect unless specifically deleted. Due When Coverage Begins If the General Declarations Indicate that the insurance is subject to audit or a reporting option, the premium stated is an estimate and subject to adjustment. Name and Mailing Address of Producer: e Marsh USA, Inc. 333 South ih Street, Suite 1600 Minneapolis, MN 55402-2427 IT1X80 version date: 08-2008 Page 1 of 1 EM: 5.28.2010 . MEDTRONIC, INC. SUMMARY OF INSURANCE '< '-'. ......,_............_.....,....:0.................._.....,........_ - ...............-~. ,...... .~..v~.., -.r.."......._,,~_._.._"'..,,~..._......~...A..._..,_~._.........._.. '.,.,.. ..~'........ ~ '... ..~~._.,."....&....,._'...~....,.._..__........, ...._.. , .. . ..._. ....... ",w.., . J. _............~, _.~_"",_ ,', .,........ _ GLOBAL LIABILITY INSURANCE POLlCY- CLAIMS MADE FORM ....".. ..,' ~"""'.-"'~"""'~' ..,..,~.............-.~.....".,. ....-............. ....-..,.....,............. ,.. "-", ,......_~,........ ,. --, "., ___~-;:.,,~;c.~.... .::.:.~;~..:::.:~F~.'.. ~ ,~. \~..:-_.' Carrier: Broker: :", . -." ,,~~' -' ':'.'~':.:-r~. -. ;~;_ . :;" ~t.< ::~ Policy Number: Policy Term: l - .' ~ -, :-, Limits of LIability: e t Page 1 of 3 MARSH "4 ......._ ".,....,,~~.;,..,.:_.._.. '........._...."'_.~..'~. _. .....,_........ ,........,... ...#. ..,....'_ ....._.....,...... '. :..::..:~.(~'::,{);.. :,: ,~., .;.~~.:...:. ".". ~ /':..:~~. ,:'," ,...;:'.... ACE American Insurance Company Marsh USA Inc. .,' .';'. ,.:~.;,J..;}~~>-,~: ;::~...:..\/,:::/..:>..,\. ":~~"."'}""" : .-:.-';,:' ,-.'.:', ~ .';, ~'.~' ':_'-1:'.;';" :.:: "" SPLG 24561288 001 May 1,2010 to May 1, 2012 ;., .. .- Commercial General Liability: Each Occurrence Damage to Premises Rented to You Medical Expense-Anyone person Personal & Advertising Injury Liability General Aggregate Products/Completed Operations Aggregate Employed lawyers Professional Liability Each claim Annual aggregate Professional Health Care Liability Coverage Each claim Annual Aggregate Human Clinical Trials Liability Each Clinical Study Incident Aggregate Employee Benefits liability: - Each Claim - Aggregate Limit (Stop Gap) Employers liability Coverage-MN - Each Accident - Policy Limit - Each Employee $15,000,000 $1,000,000 $10,000 $1,000,000 $15,000,000 $15,000,000 $1,000,000 $2,000,000 $2,000,000 $15,000,000 $15,000,000 $15,000,000 $1,000,000 $15,000,000 $1,000,000 $1,000,000 $1,000,000 This documenl is only a synopsis of coverage alld inrended for IIse as a reference. The acfl/lIl policy con rains exclusions and/or !imjralion.f nol slImrnar;zed herein. The aClual policy should be cOll.wlredforfll1l coverage 1e11'IS Wid conditions, including allY efldo/'semellls that may be issued (!Iier the policy inception. -- MEDTRONIC, INC. SUMMARY OF INSURANCE Defense Costs: Limits of Insurance-Policy Aggregate Capping of Limits Aggregate $25,000,000 $25,000,000 Are paid in addition to the limits Deductible/Self Insured Retention: Coverage Trigger: Claims-made; Retro Date ~. :.: ~:~. {;'~.:': :~~:.:(:~~~. '.:: !,;..~:,,,;:_,,\ ",:,":" :~ ,'~';;'; :'~.~., ./ '"'; ..~j__"':'_' <',;:;;:::':y!~_:, '.:,;~' .:.~:'::~~:~:.::~.": ~'.,\i~'_~.;.':';r;~i.-";;1:";"':-:~;",,, .~;~~ ..:',~.: ,~~ ~i..:l:>.: .:.: <.-','-_y,:~'\' ::",.; ;~~:~;;'_i.;;\::~}:;.:'._... ,;-. ; $15,000,000 f-::.; <. '-:~" '<:"'/../. :~.. -. Terms and Conditions as Per Coverage Form: Notable Endorsements (At Policy Inception): - . Page 2 of 3 MARSH M<;1.y 1, 2004 ."_",. ". '.:: . ....-.;...~, 1; Each Occurrence with exceptions noted below . . ;~, ',' .'. : : :~' :-. CG 00 02 12 07 ,,~ - . . ".' . Broad Named Insured · Foreign Entity Loss-Indemnity Endorsement . Coverage Territory-Worldwide · Human Clinical Trials Liability Coverage Endorsement- "Claims Made" . Employed Lawyers Liability Coverage · Professional Health Care Liability Coverage . Employers liability · Deductible Endorsement with No Deductible Aggregate and ALAE in Addition · Endorsement-Scheduled Deductible-EL Canada-$2,OOO,OOO · Endorsement-:-Scheduled Deductible-EL Ireland-13,OOO,OOO Euro · Endorsement-Scheduled Deductible-Mexico Tourist Auto-$100.000 . Employee Benefits Liability-$1.000,OOO Deductible . Limits of Insurance-Policy Aggregate Limit . Capping of Limits Endorsement · Non-Contributory Endorsement for Additional Insureds · Employee Benefits Liability-$1,000,000 Deductible · Additional Insured-Designated Person or Organization · Additional Insured-Managers or Lessors or Premises · Additional Insured-Owners, Lessees or Contractors-Scheduled Person or Organization TilLs document i.r only II .IY'IO[!si.r of covert/ge and Intendedfo/' use /I.r a reference. 1he actual policy contains exclusionf and/or limitations IlOt .fUJlI/llllrized hereill. 111e actual policy should be cO/l.rulledforjiill coverage terms wrd conditiolls. inL'/uding allY endor.rement.lthm may be is.wed after the policy inception. . · Trade or Economic Sanctions Endorsement · Disclosure Pursuant to Terrorism Risk Insurance Act · Exception to Terrorism Exclusion for Certified Acts of Terrorism-Cap on Losses From Certified Acts of Terrorism · Premium Allocation and Collection Endorsement · Recovery Calculation Endorsement ,;,::x,:.:.:-:.:{~. :..". ~ ~ " ,'.' . ;,.:-:! fl....'... ~-~:,:~~:.. ..... ... ,. '.: ;\' 5:;:~~:~'- -": '.~~,:-';": ~:: ~.:.;'~.>.:-," ::::."1:. .: ~~ . .' . ~ .,' I . '-,-'.:....,...'-, . :./{,.',>-~.; --~- i_~' Policy Premium: Page 3 of 3 MARSH This rUJCumellf~! only a synopsis of coverage and intended for use a.r a reference. n,e actual policy contains exclusion.! IlIIdlor limitations nol sumlllorized hereirl. The actual policy should be con.wlted for/1I1I coverage terms and condi/ioll.v. including any endOl:wnems that mny be Issued after the policy inception. e INTRODUCTION This is your commercial insurance policy. It offers a wide range of protection designed to meet today's complex insurance needs. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. How to Read This Policy This policy is keyed to the coverages shown in the Declarations. You have only those coveraaes for which a limit or other specification is shown in the Declarations. This policy may provide several different kinds of coverage. The forms included explain the coverages shown in the Declarations, and include certain extensions of coverage that may apply. Whenever a loss occurs or a claim Is to be presented, there are certain things you must do to help us settle the claim. These are described in the CONDITIONS sections of your policy. Finally, read the COMMON POLICY CONDITIONS. This section gives you information on when and where the policy will be in effect, the payment of premiums, changes in the policy and cancellation.. The COMMON POLICY CONDITIONS also contains other important information about the policy. You, Your, We, Us, and Our Throughout the policy the terms "you" and "your" mean the person, people, or organization shown as the Named Insured in the Declarations. "We," "us," and "our" mean the insurance company issuing this policy. Besides you, there may be other people "insured" under certain parts of the policy. e Insured The word "insured" means any person or organization qualifying as such under the WHO IS AN INSURED sections of the coverage form in which they appear. Word in Quotation Marks Words and phrases that appear in quotation marks have the special meaning given to them in the Section ~ DEFINITIONS of the coverage form in which they appear. By signing and delivering the policy to you, we state that it is a valid contract when counter-signed by our authorized representative. ACE AMERICAN INSURANCE COMPANY . ~, D. MOlllGAN. 'w.", ~l 4A.- IT1221 version date: 02-2005 Page 2 of 2 POLICY NUMBER: SPL G24561288 001 Endt. 48 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFUU. Y. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE City of Gilroy 7370 Rosanna Street Gilroy, CA 95020 Attention: Leeann McPhillips Location s Of Covered 0 erations As per contract Information re uired to com lete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. CG 20 10 07 04 @ ISO Properties, Inc., 2004 B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work on the project (other than service, maintenanc~ or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. EM: 9.22.2011 Page 1 of 1 D NON-CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS Named Insured Endorsement Number Medtronic, Inc. 49 Policy Symbol I Policy Number I Policy Period Effective Date of Endorsement SPL G24561288 001 May 1,2010 to May 1,2012 August 18, 2010 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information Is to be completed only when this endorsement Is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY COVERAGE FORM Schedule OrQanization City of Gilroy 7370 Rosanna Street Gilroy, CA 95020 Attention: Leeann McPhillips Additional Insured Endorsement Additional Insured - Owners, Lessees Or Contractors - Scheduled Person or Organization For organizations that are listed in the Schedule above that are also an Additional Insured under an endorsement attached to this policy, the following is added to Section IVA.a: If other insurance is available to an insured we cover under any of the endorsements listed or described above (the "Additional Insured") for a loss we cover under this policy, this insurance will apply to such loss on a primary basis and we will not seek contribution from the other insurance available to the Additional Insured. LD-20287 (06/06) EM: 9.22.2011 Page 1 of 1