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Medtronic/CFDContract Number: End User # 10774201 CARMEL FIRE DEPARTMENT 2 CIVIC SQUARE CARMEL, IN 46032 aff cA/o. O zo.O . O+ BillTo# 10774201 CARMEL FIRE DEPARTMENT 2 CIVIC SQUARE CARMEL, IN 46032 FORill This Technical Service Support Agreement begms on 03/01/2001 end expires on 10/31/2003. 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 re~'erse side of this document and any Schedule B, ff attached. If eny Data Management Support and Upgrade Service is included on Schedule A then this Technical Service Support Agreement is also subject to Medtronic Physio-Control Corp.'s Data Management Support end Upgrade Service Terms and Conditions, rev 7/99-1. Price of coverage specified on Schedule A is $20,749.71 per term, payable in Annual installmems. Special Terms 10% Discount on accessories 5% Discount on defib pads Accepted: MEDTRONIC PHYSI0-CONTROL CORP. Customer: Title: Print: Date: /' ~ -0 7 Terntory Rep: WEMM54 JASON MCW1LLIAMS Phone: 800442-1142 X2963 FAX: 800-772-3340 Title: Date: Customer Contact: TomSmall Phone: 317-571-2663 FAX: 317-571-2615 Reference Number: M54-1450 New Printed: 01/22/2002 Page 1 of 6 MEDTRONIC PHYSIO-CONTROL CORn SERVICE ORDER TERMS AND CONDITIONS TERMS MedtronicPhysi~C~ntr~s(``Physi~)acceptance~fCust~mer~sService~rderisexpress~yc~nditi~ned~nCust~mer~sassentt~thetermssetf~rfhinth~ document and its attachments. Physio agrees to furnish the services ordered by Customer only on these terms, and Customer's acceptance of any portion of the g, ~ods and ser- Vices covered by this document shall confirm their acceptance by Customer. These terms constitute the complete agreement between the parties and tl' ey shal~ gov- ern any conflicting or ambiguous terms on Customer's purchase order or on other documents submitted to Physio by Customer. These terms may not b~. revised m any manner without the pdor written consent of an officer of Physio. 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 service technician labor, and aH related travel expenses. For offsite (ship-in) services, Units will be returned to Customer by Physio 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 am consistent with applicable product specifications, performance of an electrical safety check in accordance with National Fire and Protection Guidelines, all required Physio service technician labor and all related travel expenses. For offsite (ship-in) services, units wilt be returned to Customer by Physio freight prepaid. DOCUMENTATION Following each Repair and/or Inspection, Physio 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 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 aveliable, until the removed unit is returned. Customer assumes complete responsibility for the Loaner and shall return the Loaner to Physio in the same condition as received, at Customer's expense, upon the earlier of the return of the removed unit or Physio's request. EXCLUSIONS This Service Order 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 under this Service Order; case changes; repair or replacement of items not originally distributed or installed by Physio; and exclusions on Schedule B to this Service Order. 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. 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 is requested to perform Repair or Inspection services not designated in this Service Order (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 at Physio's standard labor rates less 10% (including overtime, if appropriate), plus standard list prices for related parts and materials less 15%, plus actuat travel costs incurred. PAYMENT The cost of services performed by Physio shall be payable by Customer within thirty (30) days of Customer's receipt of Physio's Invoice (or such other terms as Physio confirms to Customer in writing). In addition to the cost of services performed, Customer shall pay or reimburse Physio for any taxes assessed Physio. If the number or configuration of Covered Equipment is altered during the Term of this Service Order, the price of Services shall be adjusted accordingly. WARRANTY Physio Warrants Services performed under this Service Order and replacement parts provided in performing such Services against defects in matedal and Workman- ship 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 replace- ment of any part determined to be defective, without any additional Customer charge, provided Customer notifies Physio of any allegedly defective condition within ~ :D~2~'l'e~rcalendardaysofitsdiscoverybyCustomer. Physi~makesn~therwarracties~express~rimp~ied~inc[uding~with~ut~imitati~n~N~WARRANTY~FMER- '7~.~.-~/ CHANTABILITY OF FITNESS FOR A PART[CULAR PURPOSE, AND IN NO EVENT SHALL PHYSIO BE LIABLE FOR INCIDENTAL, -rz-~f CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES. TERMINAT!_ON Either party may terminate this Service Order at any time upon sixty (60) days prior wdtten notice to the other, except that Physio may terminate this Service Order immediate~yup~n Cust~mer~sfai~uret~maketime~ypaymentsf~rservicesrenderedunderthisSerVice~rder. Inthe eventoftermination, Custornershall be obligated to reimburse Physio for that portion of the designated price which corresponds to that portion of the Term and the scope of Services provided pdor to the effective date of termination. DELAYS Physio wili 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 con- trol, including, but not limited to, acts of God, labor disputes, labor shorfages, the requirements of any governmental authority, war, civil unrest, delays in manufa~ure, obtaining any required license of permit, and Physio's inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of Physio'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's behalf during the Term of this Service Order or for one (1) year following its expiration without Physio's prior written consent. b) This Service Order, and any related obligation of other party, may not be assigned in whole or in parf without the prior written consent of the other party. c) The rights and obligations of Physio and Customer under this Service Order shall be governed by the laws of the State of Washington. All costs and expenses incurred by Physio related to enforcement of its rights under this document, including masonable attorney's fees, shall be reimbursed by Customer. Rev 7/99-1 MEDTRONIC PHYSIO-CONTROL CORP. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: Servicing Rep: District: Phone: FAX: Equipment Location: Scope Of Service JASON MCWILLIAMS, WEMM54 MIDWEST 800442-1142 X2%3 800472-3340 CARMEL FIRE DEPARTMENT, 10774201 On Site Repmr and 2 On Site Inspection per Year:M-F/8-5 Ref, Effective Model Part Number Serial Number Ume Date LIFEPAK{ 10 804200-49 11984880 12 4/1/2001 LIFEPAK® 10 804200-60 070423 14 4/1/2001 L1FEPAK® 10 804200-49 11989922 13 4/1/2001 POS LP500 1 On Site Inspection per Year with 1 Litltium BaR Ref. Effective Pint Number Serial Numbe~ Lh~e Date 3011790-000113 13736715 20 11/1/2001 30117%-000113 13736714 19 11/1/2001 3011790-000113 13736713 16 11/1/2001 3011790-000113 13736712 17 11/l/2001 3011790-000113 13736711 16 11/1/2001 3011790-000113 13736710 15 11/1/2001 3011790-000113 13736716 21 11/1/2001 Scope Of Service POS On Site Replflr and 1 Inspection per Year:M-F/8-5 Model Part Number BATTERY SUPPORT SYSTEM 2 V88S2-02.000009 B~FIERY SUPPORT SYSTEM 2 VBSS2-02-000009 BATTERY SUPPORT SYSTEM 2 VBS82-02-000009 BAI IERY SUPPORT SYSTEM 2 V8882-02.000009 BATTERY SUPPORT SYSTEM2 V8882.02-000009 LIFEPAK® 12 VLP12-02-001385 LITEPAK® 12 VLPI2-02-001385 LIFEPAK® 12 VLP12-02-001385 LIFEPAK® 12 U~7,PI2-02-000476 L1TEPAKC~ 12 VLPI2-02-001385 LIFEPAK~ 12 VLPI2-02-001385 SefiflNumb~ 12951657 12951661 12959332 12959340 12959341 12984816 12984817 12984818 11870820 13044135 13044134 Expiration Total Date inspedions 10/31/2003 5 10/31/2003 5 10/31/2003 5 Expiration Total Date fnspections 10/31/2003 2 10/31/2003 2 10/31/2003 2 10/31/2003 2 10/31/2003 2 10/31/2003 2 10/3t/2003 2 Ref, Effective Expiration Total Ume Date Date Inspections 2 3/1/2001 10/31/2003 3 3 3/1/2001 10/31/2003 3 4 3/1/2001 10/31/2003 3 5 3/1/2001 10/31/2003 3 6 3/1/2001 10/31/2003 3 7 3/1/2001 10/31/2003 3 8 3/1/2001 10/31/2003 3 9 3/1/2001 10/31/2003 3 1 7/13/2001 10/31/2003 2 11 3/l/2001 10/31/2003 2 10 3/1/2001 10/31/2003 2 Reference Number: M54-1450 New Printed: 01/22/2002 Page 2 of 6 Reference Number: M54-1450 New Printed: 01/22/2002 Page 3 of 6 MEDTRONIC PHYSIO-CONTROL CORP. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK® 10 DEFIBRILLATOR/MONITOR/PACEMAKER · Paddle repairs ere included. (Paddle attachments are exclude~, i.e. pedialric and anterior attachments). · Auxiliap7 Power Supply included when listed on equipment inventory (Schedule A). · Pacemaker repair is included. · Case changes ere excluded. · Pacing end patient cables ere excluded. · FAST-PATCH® adapters end QUIK-COMBOTM pacing/ddibrillaften adapters ere included. . Medtxonic Physio-Control® Battery Support System included when listed en equipment invento~ (Schedule A). · Repair coverage for Medtxonic Physio-Centxol® ECG, Pacing and Defibrillation Simulators included. Medtrhmc Physio-Centrol® Battery Pak · Customer re,ms the responsibility to perform the battery mamtonance end evaluation procedures outlined in the serwce manual and to replace batteries that do not pass the condltiens ou~ined under "Discarding/Recycling Batteries." Batteries faffmg to meet battery performance tests should be removed from service and properly discarded (recycled). . If customer provides evidence that a Medtrhmc Physio-Cenlrol Batte~ Pak fails to meet the performance tests noted above end/or the Battery Pak age exceeds 2 yeers, Medtronic Physio-Centrol shall replace said Medtxenic Physio-Centrol Bat~ry Pak (Fdce for F~ce) i.e. FASTPAK fer FASTPAK, up to a taximum of 4 Medtronic Physio-Control Battery Paks every two yeers (including prier Support Plen periods ) per LIFEPAK® 10 defibrillater/momter/pacemaker (listed on Schedule A). To assist in proper recycling end removal of low capacity batteries, replaced Battery Paks become the property of Medtroinc Physio-Control and must be returned at the Curie of exchange. Reference Number: M54-1450 New Printed: 01/22/2002 Page 4 of 6 MEDTRONIC PHYSIO-CONTROL CORP. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAK® 12 DEFIBRILLATOR/MONITOR . Battery Support System included when listed on equipment mvento~y (Schedule A). · Battery Support System 2 included when listed on equipment inventory (Schedule A). . AC Power Adapter included when listed on equipment inventory (Schedule A). · DC Power Adapter included when listed on equipment inventory (Schedule A). , Defibrillater paddle ~pairs ere included (excludes internal, stcrilizablc end pediatric paddles). · Communications and Patient cables ere excluded. . PCMCIA Moderns ere excluded. · Therapy cables ere excluded. . SpO2 Sensors ere excluded. · Case Changes ere excluded. . Discount of 17% from the field installed list price for any current and/er future avifiable LIFEPAK®I2 upgrade is included when installed by Med~roulc Physie-CenB:ol Technical Services. . Discount of 17% from list price for any Medtroinc Physic-Control® Data Management Feeduct is included, · Discounts may not be combined with any other special terms, discounts and/or Feemotions. Medtroinc Physio-Control Fastpak®, Fastpak 2, Lifepak SLA and Lifepak NiCd Battery · Customer retains the responsibility to perform the battery n~mtemmce and evaluation procedures outlined in the operafrog instruction manual end to replace batteries that do not pass the conditions ouffmed under "Discarding/ RecyclingBatteries." Batteriesfai~ingtomeetbattoryperf~n~ancetestssh~u~dberem~ved~mserv~ceandFe~per~y discarded (recycled). . If customer provides evidence that a Medtxoulc Physio-Conttol Battery Pak fails to meet the performance tests nol~l above and/or the Battery Pak age exceeds 2 years, Medtromc Physio-Contml shall replace said Medtronic Phy(~o-Centrol Battery Pak (like for like) i.e. FASTPAK for FASTPAK, FASTPAK2 for FASTPAK2, LIFEPAK SLA for LIFEPAK SLA, or LIFEPAK NiCd for LIFEPAK NiCd, up to a maximera of 4 MedtroWm Physio--Contxol Battery Paks every two yeers (including prier Support Plan periods ) per LIFEPAK® 12 defibrillater/mointor (listed on Schedule A). To assist in proper recycling end removal of low capacity batteries, replaced Batter/Paks become the property of Medtronic Physio-Control and must be returned at the rune of exchange. Lifepak®12 Sofnvere Updates · If combined Repair end Inspectien services ere designated on the Technical Service Support Ag-eement inventory for Lifepak 12 units, at the customer's request, a Medttoulc Physio-Conttol Teclufical Services Representative will install Lifepal{ 12 softwere updates at ue additional charge provided it is installed at the time of a mgulerly scheduled inspection. In addifien during the term of this agreement, where an assembly such as a printed (trcult boerd must be replaced in order to install the new softwere, these assemblies may be purchased by the customer at a 50% discount off the current list price of a new assembly. Solonere updates requested to be installed at a time other than the regulerly scheduled Inspection will be billed at $205 per unit per soflware update. The cost of the soft:wase update will be billed on a separate invoice. · If Repair_Only services ere designated on the Service Order inventory for Lifepak 12 units, at the custemer's request a Medtronic Phy(to-Control Teclufical Services Representative will install a Lifepak 12 soilwere update at a discounted price of $205 per unit per software update. In addition during the term of this agreement, where an assembly such as a printed (trcint board must be replaced in order to Install the new software, these assemblies may be purchased by the customer at a 50% discount off the current list price of a new assembly. The cost of the seRwere update will be billed on a seperate invoice. · Discounts may not be combined with any other special terms, discounts and/or promotions. Reference Number: M54-1450 New Printed: 01/22/2002 Page 5 of 6