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165916 11/12/2008 CITY OF CARMEL, INDIANA VENDOR: 242000 Page 1 of 1 ONE CIVIC SQUARE PHYSIO CONTROL CORP CARMEL, INDIANA 46032 12100 COLLECTIONS CENTER DRIVE CHECK AMOUNT: $17,138.15 CHICAGO IL 60693 CHECK NUMBER: 165916 CHECK DATE: 11/12/2008 DE PARTMENT ACCOUNT PO NUMBER INVOIC NUMB AMOUNT DESCRIPTION 102 4239011 PH462195 715.36 SPECIAL DEPT SUPPLIES 102 4239011 PH412830 554.07 SPECIAL DEPT SUPPLIES j 1120. 4351501 PH48213315,868.72 EQUIPMENT MAINTCONTR I d. ate. w s DATE SH E IF'eU Ni PURCHASE URUER NUdtR SALES /SERVICE REPRESEN, Al TA I 11/02 12544 CEKKPI EALL71 003120155002/mj CARRIER CARRIER TRACKING NUMBER j SALES ORDER PAYMENT TERMS GRD I C0117827 -00 INet 30 Days $........3:JV.:...... R:.: i#E SCR] FrtIt�N:...: ::::::::..:::::::::::.:::.:#IfY City::: EN......4#Y SH' PREC� j ANNUAL 15868.72 FOR MAINTENANCE AGREEMENT: PB09P829 >a PERIOD: 11/01/08 10/31/09 3 I i Sub Total 15868.72 I I 'Contact!': Mark Hul Phone: 317 571 -12 663 I..ax 317- 571 -j2615 1 Terms �14 ACCESSORIES T S. –.O ISCOUNT ON DE;FIB ELECTRODES 17 DISCOUNT ON LP12 UPGRADES i 3 15868.72 Site: 20 O R I G I N A L visa fz F S" ACCEPTED NOTE: TERMS CONTAINED ON THE REVERSE SIDE OF THIS DOCUMENT ARE EXPRESSLY MADE A PART OF THIS SALES AGREEMENT AND ARE INCORPORATED HEREIN. point. Partial deliveries may be made arid partial invoices shall be permitted and shall become due in accordance with the payrneritterms. In the a bsence ox shipping from the Purchaser, Physio will obtain norfianon or) the Purchaser's beoaoanm for t Purchaser's account. Ex charges for oxneuxed delivery are the responsibility of the Purchaser Unless specifically waived by Physic. AnnAmGEMEwTFOR INSURANCE op MERCHANDISE |S THE RESPONSIBILITY OF THE PURCHASER. s. oubyo Delivery dates are apprOXiMate. Physic, Will not be liable for any loss or dam age of any kind due to delays in delivery o/noo'dsovory`,*svmng/mvany cause beyond its reasonable control, including but not limited to, acts of Gold, labor disputes, the requirements of any govemmental authority, war, civil unres delays m manufacture, obtaining any req license or permit, and Physio inability to obtain goods from its usual Sources. Any such delay shall not be considered a breach of Physic and the Purchaser's agreement and the delivery dates shall be extended /o,the length o,ovcodelay. s. Inspection and Acceptance Claims by the Purchaser for darnage to or shortages of goods delivered shall be made within thirty (30) days after shipment by providing Physic with written notice of any deficiency. In the absence. of such notice, Physio will deern products and services accepted by Purchaser. Payment is not contingent upon immediate correction of any deficiencies and Physic prior approval is required before the retUrn of any goods to Physic. 7. Warranty Physio warrants its products in accordance with the teirns of the standard Physio product warranty applicable to the product toue supplied, and the mmouiee provided under Such warranty shall be the Purchaser's sole and exclusive remedies. The warranties set forth therein are conditioned upon the proper Use arid maintenance and conformance with any applicable recommendations of Physio and upon Purchaser promptly notifying Phys|oorany deiects. Physio 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 BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES. a Non-Warranty Service Non-Wai rarity service is available by contacting a district office ar the headquarters of Physic, All risk o| loss, damage, freight and other costs for shipvcntman6hnmmepointo//opa/rsxaouoth*/eoponoib/myofmePumhase,, e Patent Indemnity Upon reooipuo[ prompt notice |ron the Puichaser andvvith the Purchaser's authoritv and assistance, Physio agrees to defend, ndernnify and nold the PUIChaSer narmless against any claim that the Physic products covered bv this dOCUlnen directly infringe any duly issued United States of Arnetica patent. 10. Third Party Liability Physic) shall not uo|'amo to, and Purchaser shall hold Physic harmless from a liability Sustained in favor of third parties wising from n,dunng purcxase,�pnseosion.ur*o,00|eo/phynio*;uiompmexcecnmtheextemtxatsuoxxabmtya/ineaso|oly fwm Physic's negligence. Physic shall not be liable for and Purchaser shall hold Physic, harmless from any liability forconseqUential. dan sustained by Purchaser including those arising hom or measured by lost profits under its contracts with third parties. n. Miscellaneous a) The Purchaser a8�eeoifiu products pUrchased hereunder will not be reshipped or r to any persons or places Prohibited by the raws of the United States cdAme/ina. N Through the purchase nfPxyoioproducts, the Purchase not ac any Interest in any too dralw design information, computer progiamming, patents or c or conficlor-itial information related toslaid pioducts and the Purchaser expressly agrees not to reverse engineer ord000rn c) P:ysiooxn8 have moright m cancel o,ouopend this Agreement o/ any time upon Purchaser making an assignment for the benefit of Creditors or becoming bankrupt or insolvent, or Lipon a petition being filed in a court of competent jurisdiction proposing the appointment of a receiver or that Purchaser is adJudicated bankrupt or insolvent or reorganized under the piovisions of any applicable bankruptcy 01' insolvency law. In addition lo the righis and reinedies reserved herein, Physic shall have all the nghts and reiriedies confeupd, by 'law and shall not be equ'red to proceed with performance of the contract arising herefrorn it Purchaser is in default to Phy under d)iS Or any contract. e) The riWhtoa^:ob|��ipne��Px U� Pomxao�/vo|�eum the pu�hasoandoa/e:�pwdoo services boguvamed 6��e6woof the. Sm/eo; Washington, United States of America. All costs arid exponunnmcu/mVuyphysiorelated toen/rmemento/ i,s rights under this document, including reasonable attorney's fees, shall ba reimbursed by the Pumhaee,. DATE SHIPPED PURCHASE ORDER NUMBER SALES SERVICE REPRESENTATIVE ;10/16, MARK 6KKP EALL71 moorej22 003120155002/mj CARRIER i CARRIER TRACKING NUMBER SALES ORDER PAYMENT TERMS WS-1- 0340191725 CNT 1 S2678551 -00 Net 30 Days ftf' i<:::>::$ #11Sfl#RA.E #xiil# 411:.............. ....................7 #YOfy13.:: ::.4"tfYk�`H'. f:.::_:::. 11119!96 00:0091'EDGE'System electrodes 18 PK 18 0' 37 00(' 530.07 E I I with QUIK -COMBO connector Discount 7.55 L/C:i,824209 Expires: 02/28/11 18 I Contact: MARK, HULETT Phone: 317 ,571 2663 Sub Total 530.07 Freight and Handling 24.00 THIS PRODUCT IS SUBJECT TOiA CONSENT DECREE, OF PERMANENT INJUNCTION FILED IN UNITED STATES UV MEDTRONIC, INC. AND. PHY IO -CON 1. R L IN ET AL., t CTV! NO C08- 10649 (W.D. WASH. 2008). UNDER HE TERMS OF TH CONSENT DECREE, THE'SAL.E OR OF THIS PRODUCT IS AUTHO..IZ DiIN LIMITED cIRC' UMST TO. ,MEET THE:— ,SPECIFIC AND IMMEDIATE EE S OF PARTICULAR-, ,INDIVIDUALS.:AND ORGANIZATIONS THE RESTRI.0 IONS HE SATE OR;DISTRIBUT;ION OF >THIS PRODUCT W�ILL,BE REMOVED WHEN. PHYSI0 CONTR L, INC S SATISFIED FDA THAT ITS FACILITIES, METHODS, PROCESSES', AN CONT OL RELA ED .TO THE. MANUFACTURE AND 'QUALITY OFiTHE PRODUCT ARE IN CONFORMITY WITH THE QUALITY f SYSTEM .-t2EU'vLATIGi�Ti, 21 C ."F R FART 2 0 A TH TER THE CONSE NT DEC-REF I i I 317 571 2663 554.07 Site: 20 O R I G I N A L v ACCEPTED NOTE: TERMS CONTAINED ON THE REVERSE SIDE OF THIS DOCUMENT ARE EXPRESSLY MADE A PART OF THIS SALES AGREEMENT AND ARE INCORPORATED HEREIN. r point. Partial deliveries may be made and partial invoices shall be permitted and shall become due in accordance with the payment terms. In the absence of shipping instructions from the Purchaser, Physic will obtain transportation on the Purchaser's behalf and for the Purchaser's account. Excess charges for expedited delivery are the responsibility of the Purchaser Unless specifically waived by Physic. ARRANGEMENT FOR INSURANCE OF MERCHANDISE IS THE RESPONSIBILITY OF THE PURCHASER. 5. Delays Delivery dates are approxilTrate. Physio will riot be liable for any loss or damage of any kind due to delays in delivery or non- delivery resulting from any cause beyond its reasonable control, including but not limited to, acts of God, labor disputes the requirements of any governmental authority, war, civil unrest, delays in manufacture, obtaining any required license or permit, and Physio inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of Physio and the Purchaser's agreement and the delivery dates shall be extended for the length of such delay. 6. Inspection and Acceptance Claims by the Purchaser for damage to or shortages of goods delivered shall be made within thirty (30) days after shipment by providing Physio with written notice of any deficiency. In the absence of such notice, Physio will deem products and services accepted by Purchaser. Payment is not contingent upon immediate correction of any deficiencies and Physio prior approval is required before the return of any goods to Physio. 7. Warranty Physio warrants its products in accordance with the terms of the standard Physio product warranty applicable; to the product to be supplied, and the remedies provided under such warranty shall be the Purchaser's sole and exclusive remedies. The warranties set forth therein are conditioned upon the proper use and maintenance and conformance with any applicable recommendations of Physio and upon Purchaser promptly notifying Physio of any defects. Physio 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 PHYSIC) BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES, 8. Non Warranty Service Non Warranty- service is available by contacting a district office or the headquarters of Physio. All risk of loss, damage, freight and other costs for shipment to arid from the point of repair shall be the responsibility of the Purchaser. 9. Patent indemnity Upon receipt of prompt notice from the Purchaser and with the. Purchaser's authority and assistance, Physio agrees to defend, indem =.ify and hold the Purchaser harmless against any claim that the Physio products covered by this document directly infringe any duly issued United States of America patent. 10. Third Party Liability Physio shall not be liable far and Purchaser shall hold Physio harmless from any liability sustained in favor of third parties arising from or during Purchaser's possession, use or sale of Physio equipment except to the extent that such liability arises solely from Physic's negligence. Physio shall not be liable for and Purchaser shall )told Physio harmless from any liability for consequential damages sustained by Purchaser including those arising from or measured by lost profits under its contracts with third parties. 11. Miscellaneous a) The Purchaser agrees ',flat products purchased hereunder will not be reshipped or resold to any persons or places prohibited by the laws of the United States of America. b) Through the purchase of Physio products. the Purchaser does riot acquire any interest in any tooling, drawings, design information, computer progr,amrming, patents or copyrighted or confidential information related to said products and the Purchaser expressly agrees not to reverse engineer or decompile such products or related software and information. c) Physio shall have the right to cancel or suspend this Agreement at any time upon Purchaser making an assignment for the benefit of creditors or becoming bankrupt o insolvent, or upon a petition being filed in a court of competent jurisdiction proposing the appointment of a receiver or that Purchaser is adjudicated bankrupt or insolvent or reorganized under the provisions of any applicable bankruptcy or insolvency law. ch in addition to the rights and remedies reserved herein, Physic shall have all the rights and remedies conferrer: by law and shall riot be required to procc,ed ,vitia performance of the contract :arising herefrom if Purchaser is in de;fetult to Physio under this or any contract. ni Tire ,rlghts..a..nd- o_bligatiot s of Physio :and the; Purchaser related to the purchase and sale of products and services described in this document ,hail be governed by the laws of the State of Washington, United States of America. All costs and expenses incurred by Physic related to enforcement of its rights under this docurnent, including reasonable attorney's fees, shall be reimbursed by ti le Purchaser. I 02007 Physio Control, Inc., a division of Medironic. MIN 32018 CAT '26500-0027,09 LH c �n:rrtJ j .r'Uni,HASE ORDER'NUMBER SALES /SER i..:� n t A7{A$L 0 /26, 08IMARK 6KKP1 EALL71 moorej22 003120155002/mj CARRIER CARRIER TRACKING NUMBER SALES ORDER PAYMENT TERMS j GRD 0342884670 CNT 1 S2636863 -00 ;Net 30 Days 3 11110- 000110 12 -bead ECG patient 2 EA 0 2 1:92 00 0.00 E.= cable. Main trunk 8ft Discount 28.80 (right angle connector). ><1 100'11171:-0:00006:: asi mo SET Sp02 Patient 2-EA 0 124.95 0.;00 E Cable 4ft Discount 18.74 j CREDIT FOR iRETURN -15% RESTOCKING FEE PLEASE REFERENCE INVOICE PH428140 101 11171- Og0007!asimo SET Sp02 Sensor 2 -EA 0.: 2 272:00; 0.;00 E> 3 Adult Reusable Discount 40.80 i i CREDIT FOR RETURN -15% RESTOCKING FEE PLEASE REFERENCE INVOICE PH428140 I 1102 `11171 000010 as mo SET Sp02 Sensor 2 -EA 0,:: i 2' 272 00 0. lO Pediatric Reusable Discount 40.80- 1 CREDIT FOR IRETURN -15% RESTOCKING FEE PLEASE REFERENCE INVOICE PH428140 :1,03 i 11171- 000018 <LNCS. DCI Pediatric Sp02 2 EA 0 2 270.00 j 0-: p0 E Sensor reusable Discount 40.50 -i I <d 104;11171- 00.0017!LNCS'DCI, Adult Sp02 2 EA 2, 0 270 00 459.00 Sensor reusable Discount 40.50 CONTINUED V ISA ACCEPTED NOTE: TERMS CONTAINED ON THE REVERSE SIDE OF THIS DOCUMENT ARE EXPRESSLY MADE A PART OF THIS SALES AGREEMENT AND ARE INCORPORATED HEREIN. --_�~r--` Unless otherwise indicated in this docurnent, delivery shait,! W rnt at shipment and *title and risk of loss shall pass to th�e Purchaser at that point. Partial deliveries may be made arid partial invoices shall be perf�itted and shall become due in accordance with the payrnerit terms. In the absence of shipping instructions from the Purchaser, Physio will obtain transportation on the Purchaser's behalf and tot the Purchaser',s, account. Excess charges for expedited delivery are the responsibility of the Purchaser unless specifically waived by Physio, ARRANGEMENT FOR INSURANCE Op�snCH�mmxSsmT*��sSPO�80|urro�T���un�*�S�n a Delay Delivery dates ara approx Pxyow will not be liable far any woa o,damoge Of any kind due to delays in delivery ornon-delivery resulting hnm any cause beyond its reasonable oom*|.ino|uuingbwnmum|�um.o��u/oou.|nbo,mnpmex.�omquinamomsn|anygovo�wen�|oumo,i�. war, mvi| on/ext, delays in manvmotune, obtaining any required ooenno or permit, and Phys/u/namnty to obtain goods from its vnoa| sources. Any such delay shall riot uoconsidered a breach of P:yoio and the Purchaser's agreement arid the delivery dates rho|/ be extended for the length of such delay. s. Inspection and Acceptance Claims uy the Purchaser for oxmagamo,00rtaof goods delivered shall be rnade within thir (30) clays after shipment by providing Physio with written notice of any deficiency m the absence c« such notice, Ph will domn products and services accepted by Purchaser. Payment is not contingent upon 'Immediate correction of ally deficiencies and Physic prior approval is required before the return of any goods to Physic. r� Warranty pxyumwo,nants its products ma000maoco with the terms m the standard p»yvoproduct warranty applicable m tile, product muo supplied, an1the remedies provided under such warranty shall be the Purchaser's sole and exclusive rernedies. The warranties set forth therein are conditioned upon tile proper use and maintenance and conformance with any applicable recommendations of Physio and upon Purchaser promptly notifying Physic ofany defects, Physio makes no other warranties, express at- implied, including, without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IN NO EVENT SHALL PHYSIO BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES, a Non-Warranty Service woo^Wanaoty service w available uy contacting a district office m the headquarters m Physic. All risk of loss, damuge.oeigmanuome costs tot uoipment/o arid t the point ofrepair shall bo the responsibility of the Purchaser, g. Patent Indemnity Upon receipt of prompt notice from tile- Putchasei and with the Purchaser's authority and assistance, Physic agrees to defend, inder- and hold the Purchaser harmless any claim ma, the rhysio produe"S covered bv this docurrient directiv infringe any duly issued United States of America patent. 10. Third Party Liability Phy shall not be liable for and Purchase shall hold Physic harmless from any liability sustained it) favor of third parties arising from ordmmV Purchaser's possession, use or sale o/phvgo equipment except mmrextent that such liability arises solely /rom Physic's negligence. Poyom shall not, be liable for arid Purdlasershall flat(?.' Physio hairnless frorn any liability !Or consequential clarnages Sustained by Puichaser including those arising from m measured by lost profits under its contracts with third parties. n� Miscellaneous a) The Purchaser agrees 1�ha Produc purchased hereunder will not be reshipped or resold to any persons or places prohibited by the laws of the United States ofA/nn,ica. b) Through the purcxasonfPhynivproducts, the Puichaser does riot acquire any interest in any tooling, drawings, design information, computer vmgmmmin0. patents mcup g lited Or confidential information related to s,aicl products an(] the Purchaser expressly agrees not to reverse ongine�*,g/depoMpUo such p«Nuctsor related software arid inhonnmion. c) Physio shall have the right to cancel or suspend this Agreement at any time upon Puichaser making an assignment for the benefit Of creditors or becoming banknvp,n,inno|vent.o,upnnapeUhunheingh|adina:ourtofonmpeteotjunndictionpmposingtheoppoimmont ofa receiver o,that Purchaser is adiUdicaied bankrupt or insolvent or reorganized under the piovisions of any applicable bankruptcy or insolvency lavv !naddi1innm the rights and �m*d�smonmoUonrnin.Phys�sxaU have aUthe hgh�and nxnouinv000�nedby/ew and ohoUn�be�quire:10 proceed with performance of the oontracI: arising heo(-_fnorn Pumheserinindefiav|tmPhyoiu under this or any contract. e> The rights. arid obligations of Physio and the Puichasei related to the purchase and Sale Of PrOdUCIS and services described in this docurne stial! be governed by fine lavvs of the State of Washington, United Statesof America. All costs and expenses in.-Urled by Physio related to enfofccr-nent of its rights under this document, including reasonable attorney's fees, shall be reimbursed by the PLlichasei. -r 1 Physio Control, Inc Product Billing INVOICE Page: 2 Ma1i.paymetts only to this address is 121QO Collecti ©ns Center Dave: PH462195 Formerly Medtronic ERS Chicago, IL 60693 11811 Willows Road NE Post Office Sox 97006 Please reference €nvo a Numbe r0nl your, 0 ea 09/26/08 Redmond, WA 98073 -9706 USA 8 isof lnquirleS, fall toll tree 1 00 42; =8Q47 Telephone: 425- 867 -4000 Fax: 425 881 -2405 u F.E.I.N. 91- 0697691 BILL TO ACCOUNT: 10774201 SHIP TO ACCOUNT: 10774201 Sold To: 10774201 CARMEL FIRE DEPARTMENT CARMEL FIRE DEPARTMENT 2 CIVIC SQUARE 2 CIVIC SQUARE CARMEL, IN 46032 CARMEL, IN 46032 UNITED STATES UNITED STATES Aleasc rerum wp porrion with payment. Lang Code DATE SHIPPED T� PURCHASE ORDER NUMBER SALES /SERVICE REPRESENTATIVE >:`•:b`ai 0 9 /26 /08IMARK CEKKPI EALL71 moorej22 003120155002/mj j CARRIER CARRIER TRACKING NUMBER SALES ORDER PAYMENT TERMS GRD 0342884670 CNT 1 S2636863 -00 INet 30 Days. ......::..::4!f.......:.::::::: E1 ..P..t#I fit~.::..:.::::::::::: t E. t?1 rE ......t.. L /C: 108H25 2 105 11171 000024 LNC4 Patient Cable, 4` ft 2 EA' 2_ 0 147.00 I 249.90 E` Discount' 22.05- L /C: 108GE9 2 'Contact: MARK HULETT I ;Phone: 317 571 2663 Sub Totall 708.90 Freight and Handling 6.46 CUSTOMER APPROVED PRICING MAR It HULETT 31T.:..:571 2663 RELEASED ORDER 07/22/,08 JMM a I I I I CONTINUED a ACCEPTED NOTE: TERMS CONTAINED ON THE REVERSE SIDE OF THIS DOCUMENT ARE EXPRESSLY MADE A PART OF THIS SALES AGREEMENT AND ARE INCORPORATED HEREIN. 1. General Terms Physio-Control, "inc. ('Physio acceptance of the Purchaser's order is expressly conditioned on the Purchaser's assent to the terms set forth in this document and its attachments. Physio agrees to furnish the goods and services ordered by the Purchaser only on these terms, and the Purchaser's acceptance of any portion of the goods and services covered, by this document shall confirm their acceptance by the Purchaser. These terms constitute the complete agreement between the parties arid they shall govern any conflicting or ambiguous terms on the Purchaser's Purchase order or on other dOCUfflents submitted to Physio by the Purchaser. These terms may not be revised it) any manner without the prior written conserlt of an officer of' Physio. 2. Pricing Unless otherwise indicated in this docurmer ?t, prices of goods arid services covered by this document shall be Physio standard prices in effect at the time of delivery. Prices do not include freight insurance, freight forwarding fees, taxes, duties, import or export permit fees, or any other similar charge of any kind applicable to the goods and services covered by this document. Sales or use taxes on domestic (USA) deliveries will be invoiced in addition to the price of the goods and services covered by this document unless Physio receives a copy of a valid exemption certificate prior to delivery. Please forward your tax exemption certificate to the Physio Tax Department P,O. Box 97006, Redmond, Washington 08073 -9706 3. Payment Unless otherwise indicated in this document or otherwise confirmed by Physio in writing, payment for goods and services supplied by Physio shall be. subject to the following terms: Domestic (USAi Sales Upon approval of credit by Physio. 100% of invoice due thirty (30) days after invoice date. International Sales Sight draft or acceptable (confirmed) irrevocable letter of credit. Physio rrray change the terms of payment at any tirne prior to delivery by providing written notice to the Purchaser. Physia reserves the right to charge u 15 reslocidng fee for returns. 4. Delivery Unless othetvdse indicated in this document, delivery shall be FOB Physio point of shipment and title and isk of loss shall pass to the Purchaser at that point. Partial deliveries may be made anti partial Invoices shall be permitted and shall become due in accordance with the payment terms. In the absence of shipping instructions from the Pr.rrchaser, Physio will obtain transportation on the Purchaser's behalf and for the Purchaser's account. Excess charges for expedited delivery are the responsibility of the Purchaser unless specifically waived by Physio. ARRANGEMENT FOR INSURANCE OF MERCHANDISE IS THE RESPONSIBILITY OF THE PURCHASER. S. Delays Delivery dates are approximate, Physio will riot be liable for any loss or damage of any kind due to delays in delivery or non- delivery resulting fl Onl any cause beyond its reasonable control, including but not limited to, acts of Got), labor disputes, the requirements of any c overnmcntai authority, Y g P q y, war, civil unrest, delays in manufacture, obtaining any required license or permit and Physic inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of Physio and the Purchaser's agreement and the delivery dates shall be extended.for the length of such delay. 6. Inspection and Acceptance Claims by the Purchaser for damage to or shortages of goods delivered shall be made within thirty (30) clays after shipment by providing Physio with written notice of any deficiency. In the absence of such notice, Physio will deem products and,setvices accepted by Purchaser. Payment is not. contingent upon ir??rmediate correction of any deficier?cies.<and.Physio prior approval is required before the return of any goads to Physio: 7. Warranty Physio warrants its products in accordance with the terms of the standard Physio product warranty applicable to the product to be supplied, an'd the remedies provided under such warranty shall be the Purchaser's sole and exclusive remedies. The warranties set forth therein are conditioned upon the proper use and maintenance and conformance with any applicable recommendations of Physio and upon Purchaser promptly notifying Physio of any defects. Physio 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 BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES. 8. Non Warranty Service Non Warranty service is available by contacting a district office or the headquarters of Physio. All risk of loss, damage, freight and other costs for shipment to and from the point of repair shall be the responsibility of the Purchaser. 9. Patent Indemnity I 1pon rc ^,efnt of pro.mpf notice from the P! §r hasE.r and :vith the Purchaser's out. ?ority and <6 w ;stance. Physio acree s to defend, indemr ?if r and hnlct rp,,r Purchaser harmless against any claim that the Physic. products covered by this document directly infringe any duly issued United States of America patent. 10. Third Party Liability Physio shall not be liable for and Purchaser shall hold Physio harmless from any liability sustained in favor of third parties arising from or during Purchaser's possession, use or sale of Physio equipment except to the extent that such liability arises solely from Physio's negligence. Physio shall not be liable for and Purchaser Shall hold Physio harmless from any liability for consequential damages sustained by Purchaser including those arising from or measured by lost profits under its cot rtracts with third parties. 11. Miscellaneous a) The Purchaser agrees that products purchased hereunder will not be reshipped or resold to any persons or places prohibited by the laws of the United States of America. b) Through the purchase of Physio prod €:cts, the Prrrchasf:r does not acquire any interest in any tooling. drawings, design information, computer programming, patents ar copyrighted or confidential information related to said products and the Purchaser expressly agrees not ta reverse; engineer or derompile such products or related software and nft>rmation. c) Physio si ?all have the right to cancel or sr_rspend this Agreement at any time upon Pu.chaser making an assignment for the benefit of creditors or becc ming bankrupt o§ insolvent, or upon a petition being filed in a court of competent jurisdiction proposing the appointment of a receiver or -that Purchaser is adjudicated bankrupt or insolvent or reorganized under the provisions of any applicable bankruptcy or insolvency law. in :addition to the rights and remedies reserved herein, Physio shall have all the rights and remedies conferred by law and shall not be required to proceed with performance of the contract :arising herefron? if Purchaser is inn default to Physio under this or any Contract. The rights and obligations of Physio and the Purchaser related to the purchase, and sale of products and services described in this iocument shall be governed by the laws of the State of Washington, United States of America. All costs and expenses inC €.reed by Physio related to enforcement of its rights under this document, including reasonable attorney's fees. shall be reimbursed by the Purchaser. r 52007 Physio Control, Inc., a division o` Med: ron c. MI! 92.01$ -003 /CAI 26SOO- 002709 r Page: 3 I Physio Control, Inc Product Billing INVOICE Maif. payments anlji t© this addreas. 12100 CpNectiotts Center Dave: PH462195 Formerly Medtronic ERS Ch..cago, 1.1 60693 11811 Willows Road NE Post Office Box 97006 Please reference nv oice: u mbe r on your check_ 09/26/08 Redmond, WA 98073 -9706 USA nr Inquiries, call toll j ee 1= 8.04-426; =8.047 Telephone: 425-867-4000 p u Fax: 425- 881 -2405 F.E.I.N. 91- 0697691 BILL TO ACCOUNT: 10774201 SHIP TO ACCOUNT: 10774201 Sold To: 10774201 CARMEL FIRE DEPARTMENT CARMEL FIRE DEPARTMENT 2 CIVIC SQUARE 2 CIVIC SQUARE CARMEL, IN 46032 CARMEL, IN 46032 UNITED STATES UNITED STATES P /ease return top portion with payment. Lang Code: SALES/SERVICE REPRESENTATIVE I 0 DA HIPP 26/08 MAR PURCHASE RD R N VI R T E S ED ORDER UMBER T...TA7(A$iE: 4...'ZCI'_:`•:_•`::2 1 9/K ICEKKPI EALL71 moorej22 /mj CARRIER CARRIER TRACKING NUMBER SALES ORDER PAYMENT TERMS G RD 0342884670 CNT 1 S2636863 -00 INet 30 Days i I......3L�*.0#...I....:IY...Hiy 01�:. >:<::::::1: THIS PRODUCT IS SUBJECT TO A CONSENT DECREE OF PE.. ENT INJUNCTION, FILE) IN'UNI TED: STATES V. MEDTRONIC, INC. AND PHY IO -CO R L!, IN ET AL., CIVl N0008 -0649 (W.D:. WASH. 2008) UNDER. HE OF ::THE CONSENT `DECREE THE. DISTRIBUTION OF THIS PRODUCT IS�AUTHORIZED IN LIMITED r ;CIRCUMSTANCES TO MEET THE :SPECIFIC :AND IMMEDIATE. OF RTICULAR !INDIVIDUALS AND ORGANIZATIONS 'ME ,RESTRIC IONS HE SALE OR DISTRIBUTION f OF!THIS PRODUCT WILL ,BE REMOVED WHEN PHYSIC CONTR INC. HAS SATISFIED FDA:,I THAT ITS FACILITIES, METHODS, PROCESSES, AND CONT OL RELA TO THE FACTURE ;AND, QUALITY OF'THE..PRODUCT ARE N CON OR LTY WITH THE QUALITY oYS EM !REGULATION!, 21, C. F .R.. PART 8 :2 0` AND THE TERNS F THE CONSENT DECREE- 1 i i j I I I i 317 571 2663 715.36 Site: 20 O R I G I N A L v ACCEPTED NOTE: TERMS CONTAINED ON THE REVERSE SIDE OF THIS DOCUMENT ARE EXPRESSLY MADE A PART OF THIS SALES AGREEMENT AND ARE INCORPORATED HEREIN. General Terms physm-Contro |nu. ("Physic") acceptance of the Purchaser's order is expres co on the Purchaser's assent to tile tc setforth in this document a its attachments. Physic agrees to furnish the goods and services ordered by the Purchaser only on these terms, and the Purchaser's acceptance of any portion of the goods and services covered by this document shall confirm their acceptance by tile Purchaser. These terms constitute the complete agreement between the parties and they shall govern any conflicting or anibiguous terms on the Purchaser's Purchase order or on other docurnents submitted to Physio by the Purchaser. These terms VM'iy riot be revised in any njanner Witilout the Prior written consent of an officer of Physio� o. Pricing Unless otherwise indicated in miauocument. prices ofgoods and services covered by this document shall be Phyoiomanderd prices in effect ntme8me o| delivery. Prices oo not include freight insurance, freight forwarding fees, taxes, cluties, import or export per fees, or any other similar charge of any kind applicable w the goods and services covered cy this document. Sales or use taxes an domestic (USA deliveries will be invoiced in addition to the price of the goods and services covered by this document unless Physio receives a copy of a valid exemption certificate prior to delivery, Please forward your tax exemption certificate to the Physic Tax Department P.O. Box 97006, Redmond, Washington 98073-9706 3. Payment Unless otherwise indicated in this document o, otherwise cnnn,mod by Physic, in w,iUng, payment for goods and services supplied uyPhyoioshall be subject m the following terms: Domestic (U8A)Sales Upon approval co credit uyPhysic, 100%o/ invoice due thirty (30) days after invoice date. International Se|oo Sight draft oracceptable (confirmed) i,,nvonmh|e letter ofo'*mt. Physio may change tire teirans of payment at any tinie prior 10 delivery by providing wiliten naiice io the P:,chaoe,.pxyamrcmamea the ,ignm charge a1. 5%,osmcKing fee for ret 4. Delivery un|eoem»p,vvino indicated in this document, delivery nxox be FOB Physic point n,shipment and title and risk of |000 shall pass tnthe Purchaser at that point. Partial deliveries may be nlade and partial invoices shall be permitted and shall becor due it) accorda rice wi t h the payment {n,mo.mfile absence of shipping instmctions frorn the Purchaser, Physio will obtain transportation on the Purchaser's behalf and for the Purchasor's account. Ex charges for expedited delivery are the responsibility of t he Purchaser Unless specifically waived by Physic. ARRANGEMENT FOR INSURANCE OF MERCHANDISE |S THE RESPONSIBILITY OF THE PURCHASER. s. Delays Delivery dates are approximate, Physic will riot be liable for any loss or darnage of any kind due to delays in delivery or non-delivery resulting frorn any cause beyond its reasonable control, including but not limited to, acts of God, labor disputes, the leqUirements of any governmental authority, W,)r, civil unrest, delays in manufacture, obtaining any required license or permit, and Physic inability to obtain goods from its Usual sources. Any such delay shall not be cons;dered a breach of Physio and the Purchaser's agreement and the delivery dates shall be extended for the length of such delay. s. Inspection and Acceptance Claims uy the Purchaser for damage to or shortages of goods delivered shall be made within thirty (30) days after shipment by providing Physic) with written notice of any deficiency. In the absence of such notice, Physio will deern products and services accepted by Purchaser. Paymen is not oonhngentvpon immeu/at*co,,00non of any deficiencies and phyaio prior approval is required before the return of any goods tn phya|u. r. Warranty Phpsio warrants uo products in accordance with the terms orthe standard Phyvio product waxanty appoommemthe product to be suppxeu' amu the remedies provided under suoo warranty shall be the Purchaser's sole and axv|uoi"m remedies. The warranties set forth therein are conditioned upon the Proper use and maintonancennguonfn^nonnewima`vappocaWe,ecmnmend000nso/phyn/nandoponPvrcxuoe,pmmpt/ync/ifyingPhyo|oofany defects. Physio 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 BE LIABLE FOR INCIDENTAL, CONSEQUEN I SPECIAL OR OTHER DAMAGES. V. mrn^WanvntySo,vice mon^wa,,onty service is available by contacting a district office o, the headquarters ofphvsio Au,}xxn1mpr damage, �,eigman4rahr,ovmn/o. axipmsmm�/nd imm the point of repair shall �o the revponoibi|Uynftxe Purchase/. e Patent Indemnity x|s^ J».ua;|.u,^�opum xas*undubh�eP:n authority o aodau�innoo�pnya/age u` euucfenu./noymn/�andho/nme pu'dhase,onnn|nssa8sinn�any claim that the phycioi mdunts covered uy this dw:umen� directly infringe any dv!yisZuedUoN_'d States cxAma,ica patent. �n. Third Party Liability Physic shall not be liable for and Purchaser shall hold Physic, harmless from any liability SUStaincd in favor of third parlies arising from or clo Purchaser's possession, use or sale of Physio equipment except to the extent 'that such liability arises solely horn Physic's negligence. Physio shall not b* liable for and Purchaser shall xo|d Physic harmless from any |iabiUty for consequential darilages sustained by Puichaser including those arising from or measured b lost profits undo, its contracts with third parties. 11t Miscellaneous a) The Purchase r eeo!tha Products purchased hereunder will not be reshipped or resold wany per ons or places prohibited by the laws of Ue United States of Amelica. b) Through the pumoaseofPxyniopmducm.UroPurchaser does not aoqvi'o any |nte es,in any too|iog.drawings, design in/nnnaUon,computer piogiarriming, patents or copynghted or confidential information related to said products and the Purchaser expressly agrees ilot Vo revOrse_ en8ineorordooumpi|o sm:h pnx|ucts or related software and intunrabon. u) Pnys/oenaV have �e �ght to, cancel or suspend this Agieement a! any time. upon Purchaser maNng on assignment for the benefit of creldime or ibocoming bankrupt or insolvent` or upon u p*dhon being filed in a court ofnompelent/v'ind|vVon pmpnoingtha appointment of a receiver or Purchaser is adludic.nled bankroDi or inso or reorganized under 'he provisions of any app bankruptcy or insolvency jcaw, d� |nadJhinnto [lie ri8h/s and remodi*o reserved herein, Physic. shall have all the lights and remedies cnnlenemby!awand shall not bse �u|ied t pmnaeU *i/h porftnnan000f the contract arising hooarmm if Pvmhaver is it) d(Aau|tm Physic) under this orally contract. e� Fl ngh� and ob:gmionouf Physic u�h Pom�aoere|aueu the pu�heooand sale orpmUucm and oe�ioesdeocrihod inmiodnoumentsha|| be governed by the laws of the State nf0/anhingtnn. United States of America. Ali costs and expenoao /nruned by Pxysio eJa/od to enbmomentof |,s rights under this dnrunnen1. including reasonable attorney's fees, shall bem/nibu,sndby'he Purchaser �em07phvs/^con:o/,mo'u division o/we/mv/c. M/M 32m/mo'no,/ CAT o6soo-ouerou Prescribed by State Board of Accounts City Form No. 201 (Rev., 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show: kind of service, where performed, dates service rendered, by whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc. Payee Purchase Order No. Terms Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s) or bill(s)) PH462195 EMS Supplies $715.36 PH472830 EMS Supplies $554.07 PH482133 Debrillators $15,868.72 I hereby certify that the attached invoice(s), or bill(s), is (are) true and correct and I have audited same in accordance with IC 5- 11- 10 -1.6 20 Clerk- Treasurer VOUCHER NO. WARRANT N ALLOWED 20 ?hysio Control IN SUM OF 12100 Collections Center Drive Chicago, IL 60693 $17,138.15 ON ACCOUNT OF APPROPRIATION FOR Carmel Fire Department PO# Dept. INVOICE NO. ACCT /TITLE AMOUNT Board Members 1120 PH462195 102 390.11 $715.36 1 hereby certify that the attached invoice(s), or 1120 PH472830 102 390.11 $554.07 bill(s) is (are) true and correct and that the 1120 PH482133 43- 515.01 $15,868.72 materials or services itemized thereon for which charge is made were ordered and received except NOV 1 0 2008 Title Cost distribution ledger classification if claim paid motor vehicle highway fund