Medtronic Physio-Control/CFDMedh:onic Phys~o-Contro
Fire Dept. - Maintenance Contract for Defibs - 2004
Appropriation# 515-01 P.O.#7536
Contract Not To Exceed $12,036.52
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ~_~
APPRO~/ED AS ?O FORM
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered
into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and
Safety ("City"), and Medtronic Physio-Control Corporation ("Vendor").
TERMS AND CONDITIONS
ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its
execution of same constitutes its acceptance of all of the Agreement's terms and conditions.
PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using
City budget appropriation number 515-01 funds. Vendor agrees to provide the Goods and Services
and to otherwise perform the requirements of this Agreement by applying at all times the highest
technical and industry standards.
PRICE
3.1
3.2
AND PAYMENT TERMS:
Vendor estimates that the total price for the Goods and Services to be provided to City
hereunder shall be no more than Twelve Thousand and thirty-six Dollars and fifty-two
cents ($12,036.52) (the "Estimate"). Vendor shall submit an invoice to City no mom than
once every thirty (30) days detailing the Goods and Services provided to City within such
time period. City shall pay Vendor for such Goods and Services within sixty (60) days
after the date of City's receipt of Vendor's invoice detailing same, so long as and to the
extent such Goods and Services are not disputed, are in accordance with the specifications
set forth in Exhibit A, are submitted on an invoice that contains the information contained
on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms and
conditions of this Agreement.
Vendor agrees not to provide any Goods and Services to City that would cause the total
cost of the Goods and Services provided by Vendor to City hereunder to exceed the
Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof.
[Remainder of page intentionally left blank]
1
M~dh'onic Physio-Control
Fire Dept. - Maintenance Contract for Defibs - 2004
Appropriation # 515-01 P.O.# 7536
Contract Not To Exceed $12,036.52
WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform
to the specifications, samples and/or descriptions thereof furnished to Vendor by City and/or by
Vendor to and accepted by City, that the Goods and Services will be delivered in a timely, good
and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's
intended use and expressly warrants that the Goods and Services provided to City pursuant to this
Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient
for their particular purpose.
TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same
("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely
manner. Time is of the essence of this Agreement.
DIS CLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may
direct, a list of all chemicals, materials, substances and items used in or during the provision of the
Goods and Services provided hereunder, including the quantity, quality and concentration thereof
and any other information relating thereto. At the time of the delivery of the Goods and Services
provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice
(including appropriate labels on containers and packing) of any hazardous material utilized in or
that is a part of the Goods and Services.
LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any
such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof,
by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at
Vendor's sole cost and expense.
DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of
this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as
specified herein; (c) falls to make progress so as to endanger timely and proper provision of the
Goods and Services and does not correct such failure or breach within five (5) business days (or
such shorter period of time as is commercially reasonable under the circumstances) after receipt of
notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into
receivership, makes a general assignment for the benefit of creditors or dissolves, each such event
constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts
of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies
available to City at law and/or in equity.
~edtronic Physio-Control
Fire Dept. - Maintenance Contract for Defibs - 2004
Appropriation#515-01 P.O.#7536
Contract Not To Exceed $12,036.52
10.
11.
INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with
an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the
protection of City and Vendor from all claims for damages under any workers' compensation,
occupational disease and/or unemployment compensation act; for bodily injuries including, but
not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers,
employees, contractors and subcontractors; and, for any injury to or destruction of property,
including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be
no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name
City as an additional insured on all such insurance policies, shall promptly provide City, upon
request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless
City from and against any and all liabilities, claims, demands or expenses (including, but not
limited to, reasonable attorney fees) for injury, death and/or damages to any person or property
arising from or in connection with Vendor's provision of Goods and Services pursuant to or under
this Agreement or Vendor's use of City property. Vendor further agrees to indemnify, defend and
hold harmless City and its officers, officials, agents and employees from all claims and suits of
whatever type, including, but not limited to, ail court costs, attorney fees, and other expenses,
caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees,
contractors or subcontractors in the performance of this Agreement. These indemnification
obligations shall survive the termination of this Agreement.
GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations
and codes which may be applicable to Vendor's performance of its obligations under this
Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor
agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from
any such violation of such laws, orders, rules, regulations and codes. This indemnification
obligation shall survive the termination of this Agreement.
NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply .with all laws of the United States, the State of Indiana and City
prohibiting discrimination against any employee, applicant for employment or other person in the
provision of any Goods and Services provided by this Agreement with respect to their hire, tenure,
terms, conditions and privileges of employment and any other matter related to their employment
or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age,
disabled veteran status and/or Vietnam era veteran status.
Medtronic Physio-Control
Fire Dept. - Maintenance Contract for Defibs - 2004
Appropriation# 515-01 P.O.#7536
Contract Not To Exceed $12,036.52
12.
13.
14.
15.
16.
NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement
shall not affect the right of such party to require such performance at any time thereafter, nor shall
the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any
succeeding breach of the same or any other provision hereof.
NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise,
and shall not delegate its obligations under this Agreement without City's prior written consent.
RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of
City. The contract price set forth herein shall be the full and maximum compensation and monies
required of City to be paid to Vendor under or pursuant to this Agreement.
GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of
Indiana, except for its confli%pf laws provisions. The parties agree that, in the event a lawsuit is
filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an
appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate
venue for and has jurisdiction over same.
SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance,
executive order or other rule of law, such term shall be deemed reformed or deleted, but only to
the extent necessary to comply with same, and the remaining provisions of this Agreement shall
remain in full force and effect.
[Remainder of page intentionally left blank]
I91edtronic Physio-Control
Fire Dept. - Maintenance Contract for Defibs - 2004
Appropriation# 515-01 P.O.#7536
Contract Not To Exceed $12,036.52
17.
NOTICE:
Any notice provided for in this Agreement wiI1 be sufficient if it is in writing and is delivered by
postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the
address specified herein:
If to City:
City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Douglas Callahan, Fire Chef
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor:
Medtronic Physio-Control Corporation
P.O. Box 97048
Redmond, Washington 98073
ATTN: Tom Small
18.
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be
effective if given orally, as long as written notice is then provided as set forth hereinabove within
five (5) business days from the date of such oral notice.
TERMINATION:
t8.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon
notice to Vendor, immediately terminate this Agreement for cause, in the event of a default
hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay
for the Goods and Services to be provided hereunder. In the event of such termination,
Vendor shall be entitled to receive only payment for the undisputed invoice amount
representing conforming Goods and Services delivered as of the date of termination,
except that such payment amount shall not exceed the Estimate amount in effect at the time
of termination, unless the parties have previously agreed in writing to a greater amount.
18.2
Either party hereto may terminate this Agreement at any time upon thirty (30) days prior
notice to the other party. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount of conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not
exceed the Estimate amount in effect at the time of termination, unless the parties have
previously agreed in writing to a greater amount.
Medtronic Physio-Control
Fire Dept. - Maintenance Contract for Defibs - 2004
Appropriation#515-01 P.O.#7536
Contract Not To Exceed $12,036.52
19.
20.
21.
22.
23.
24.
25.
REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the
persons executing this Agreement have the authority to bind the party which they represent.
ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide
additional goods and services to City. When City desires additional goods and services from
Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the
time frame in which same are to be provided. Only after City has approved Vendor's time and
cost estimate for the provision of such additional goods and services, has encumbered sufficient
monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods
and services, shall such goods and services be provided by Vendor to City. A copy of the City's
authorization documents for the purchase of additional goods and services shall be numbered and
attached hereto in the order in which they are approved by City.
TERM
Subject to the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall
be in effect from the Effective Date through December 31, 2003, and shall, on the first day of each
January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise
agreed by the parties hereto.
HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a
part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and
obligations set forth in Agreement.
NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity
to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
[Remainder of page intentionally left blank]
Me,tronic Physio-Control
Fire Dept. - Maintenance Contract for Defibs - 2004
Appropriation# 515-01 P.O.#7536
Contract Not To Exceed $12,036.52
26.
ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the
entire agreement between Vendor and City with respect to the subject matter hereof, and
supersedes all prior oral or written representations and agreements regarding same.
Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof,
to the extent any term or condition contained in any exhibit attached to this Agreement or in any
document referenced herein conflicts with any term or condition contained in this Agreement, the
term or condition contained in this Agreement shall govern and prevail. This Agreement may only
be modified by written amendment executed by both parties hereto, or their successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
Medtronic Physio-Control
P.O. Box 97048
Redmond, Washington 98073
, ? , flfficer
Mar~ A~nn~drk% M~ .tuber ,
Lori s. w~ Member
ATTEST: //f
/.l}iana Cordray, I ,AM,C~Ulerk;Treasurer
By:
Authorized Signature
Printed Name
Title
FID/TIN:
SSN if Sole Proprietor:
TECHNICAL SERVICE SUPPORT AGREEMENT
'pHysIO-CONTROL
Contract Number:
EndUserg 10774201
CARMEL FIRE DEPARTMENT
2 CIVIC SQUARE
CARMEL, IN 46032
Bill To # 10774201
CARMEL FIRE DEPARTNfENT
2 CIVIC SQUARE
CARMEL, IN 46032
This Teclmical Service Support Agreement begins on 1 I/1/2003 and expires on 10/31/2005.
The designated Covered Equipment and/or So,ware 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 Serv/ce is included on Schedule A then this Tectmical Service
Support Agreement is also subject to Medtronic Physio-Control Corp.'s Data Management Support and Upgrade
Service Terms and Conditions, rev 7/99-1.
price of coverage specified on Schedule A is $24,073.04 ~er term, payable in Annual installments.
Special Terms
10% DISCOUNT ON ACCESSORIES
5% DISCOUNT ON DEFIB ELECTRODES
17% DISCOUNT ON DATA MANAGEMENT PRODUCTS
17% DISCOUNT ON LP12 UPGRADES
Medtronic
Physio-Control
Copy
Accepted: IvfE~)TRONIC PHYSIO-CONTROL COP, P.
Territory Rep: WEMM54
McWilliams, Jason
Phone: g00-442-1142 x2963
FAX: 800-772-3340
Customer:
By:
Print:
Title:
Date:
Purchase Order Number:
Customer Contact:
Tom Small
Phone: 317-571-2663
FAX: 31%571~2615
Reference Number: M54-1651
Printed: 11/9/2003
EXHiBiT -
Renewal
Page 1 of 5
MEDTRONIC PHYSIO-CONTROL CORP.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Contract Number:
Servicing Rep:
District:
Phone:
FAX:
Equipment Location:
Scope Of Service
Model
McWilliams, Jason, WEMM54
MIDWEST
800-442-1142 x2963
800-772-3340
CARMEL FIRE DEPARTMENT, 10774201
2 C1V][C SQUAi~
CARMEL, IN 46032
POS LPS00 1 On Site Inspection per Year with 1 Lithium Bart
Ref. Effective
Part Number Serial Number Line Date
Expiration Total
Date Inspections
LIF~PAK® 500
LEfi~E?AK® 500
LI2~EPAK® 500
LI~EPAK® 500
LIFEPAK® 500
Scope Of Service
Model
3011790-001129 31516759 25 11/I/2003 10/31/2005 2
30117904301129 '- 31516775 26 11/U2003 10/31/2005 2
30117904)01129 31516802 27 11/1/2003 I0/31/2005 2
30117904)01129 31516822 28 11/1/2003 10/3172005 2
30117904)01129 31516823 29 11/1/2003 10/3t/2005 2
POS On Site Repair and 1 Inspection per Year:M-F/8-5
Ref. Effective
Par~ Number Serial Number Line Date
Expiration Total
Date Inspections
LI~EPAK® 12
LIFBPAK® 12
LI~PAK® 12
Scope Of Service
Model
LL~EPAK® 500
LITEPAK® 500
LEFEPAK® 500
LIFF, PAK® 500
LI~EPAK® 500
LII~EPAK® 500
LI}'EPAK® 500
Scope Of Service
Model
VLP124~2-002936 3151¢389 22 11/1/2003 10/31/2005 2
VLP124)2-002936 31516390 213 11/1/2003 10/31/2005 2
xfLP124)24)02936 31516391 24 11/I/2003 10/31/2005 2
Renewal POS LP500 1 On Ske Inspection/Yr with 1 Lith Batt
Ref. Effective Expiration Total
Part Nuraber Serial Number Line Date Date Inspections
3011790-000113 13736710 12 II/1/2003 10/31/2005 2
30117904300113 13736711 t3 11/1/2003 10/31/2005 2
30117904)00113 13736712 14 11/1/2003 10/31/2005 2
3011790-000113 13736713 t5 11/1/2003 10/31/2005 2
3011790-000113 13736714 16 11/1/2003 10/31/2005 2
3011790-000113 13736715 17 11/1/2003 10/31/2005 2
3011790-000113 13736716 18 11/1/2003 I0/31/2005 2
Renewal POS On Site Repair - I On Site Inspection per Year
Ref. Effective
Part Number Serial Number Line Date
Expiration Total
Date Inspections
LIFEPAK® 12
LLeEPAK® 12
LIFEPAK® 12
VLPI2-02-O02982 14210497 19 11/I/2003 10/31/2005 2
VLP124)2-O02982 14210498 20 11/1/2003 10/31/2005 2
LW~P12-024)O0476 11870820 1 II/1/2003 10/31/2005 2
Reference Number: M54-1651
Primed: 11/9/2003
Kenewal
LI~BPAK® 12 VLP12-02-O01385 12984816
LIFEPAI~® 12 ~LP12-02~01385 12984817
LIFEPA-K® 12 VLP12-02-001385 12984818
LIi~,PAK® 12 'ZLP12-024)O1385 13044134
LIFEPAK® 12 VLP12-024301385 13044135
7 11/1/2003 10/31/2005
8 1l/i/2003 10/31/2005
9 11/1/2003 10/31/2005
10 11/1/2003 I0/3172005
11 11/1/2003 10/31/2005
Scope Of Service
Model
Renewal POS On Site Repair Only:M-F/8-5
Part Number Serhl Number
Ref. Effective
L~ne Date
Expiration
Date
Total
Inspections
BATTERY SUPPORT SYSTEM2 XFBSS2-02-000009 12951657
BATTERY SUPPORT SYSTEM 2 VBSS24)24~00009 12951661
BATTERY SUPPORT SYSTEM 2 IFBSS2-02-000009 12959332
BATTERY SUPPORT SYSTEM2 VBSS2~02-000009 12959340
BATTERY SUPPORT SYSTEM 2 VBSS2-024)00009 12959341
BATTERY SUPPORT SYSTEM2 \q38S24)24)00009 14116793
2 11/1/2003 10/31/2005
3 11/I/2003 10/31/2005
4 11/I/2003 10/31/2005
5 11/1/2003 10/31/2005
6 11/I/2003 10/31/2005
21 1171/2003 10/31/2005
0
0
0
0
0
0
** Denotes an mventoxy line that has changed s~nee the last contract revision or addendmn.
Reference Number: M54-1651
Printed: 11/9/2003
EY J IT
Page 3 of 5
MEDTRONIC P~IYSIO-CONTROL CORP.
TECI~NICAL SERVICE SUPPORT AGREEMENT
SCI~EDULE B
LIFEPAK® 12 DEFIBRiLLATOIUMONITOR
· Battery Support System included when listed on equipment inventoW (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).
· Defibrillator paddle repairs ere included (excludes internal, sterilizable end pedialric paddles).
· Communicahous and Patient cables are excluded.
· PCMCIA Modems ere excluded.
· Therapy cables are excluded.
· SpO2 Sensors ere excluded.
· Case Changes ere exclu&d.
· Discount of 17% fi:om the field installed hst puce for any current and/or futo~e available LIFEPAK®I 2 upgrade is
included when installed by Medtroulc Physio-Control Teclmical Services.
· Discount of 17% fi:om list price for any Medtrouic Physio-Control® Data Management product is included.
· Discounts may not be combined with any other special terms, discounts and/or promotions.
Medtrouic Physio-Cou~cdl Fastpak®, Fastpak 2, Lifepak SLA and Lifepak NiCd Battery
· Customer retains the responsibility to perform the battery maintenance and evaluation procedures outlined in the
operating mstmcUon manual and to replace batteries that do not pass the condittons outlined under Dis g/
Recycling Batteries." Batteries failing to meet bat*cay performance tests should be removed from service and properly
discerded (recycled).
· If customer provides evidence that a Medtroulc Physio-Control Bat~tery Pal( fails to meet ~ performance tests noted
above and/or the Battery Pak age exceeds 2 yeers, Medtronic Physio-Control shall replace sa~d Medtrouic
Physio-Control Battery Pal< (like for like) i.e. FASTPAK for FASTPAK, FASTPAX2 for FASTPAK2, LIFEPAK SLA for
LIFEPAK SLA, or LIFEPAK NiCd for LIFEPAK NiCd, up to a maximum of 4 Medtroulc Physio-Conttol Battery Paks
every two yeers (including prior Support Plan periods) per LIFEPAK® 12 defibrillator/mouitor (Idsted on Schedule A).
To assist in proper recycling and removal of low capacity batteries, replaced Battery Paks become the property of
Medtrouic Physio-Control and must be returned at the time of exchange.
· Only batteries manufactured by Medlruaic Physio-Control are covered under this Service Agreement. Any
batteries manufactured by other sources ere expressly excluded from coverage under tt:ds Service Agreement.
Medtroinc Physio-Control cannot guerantee the operation, safety and/or performance of our product when
operating with a non-Medtrouic Physio-Control battery. Repairs and inspect/ens performed under fl'tis Agreement
meet original equipment manufacturer's product specifications only when opernting with a Medttouic physio-Control
battery. Any repairs, as deturmmed by a Medtroulc Physio-Control Service Representative, resulting fi:om the use of
a non-Medtrouic Physio-Control battery, will be billed at our standard list prices for parts and labor, including actual
travel charges recurred.
Lifepak®12 Software Updates
· If combined Repair and Inspection scuwices ere designated on the Technical Service Support Agreement inventory
for Lifepak 12 umts, at the customer's request, a Medtronic Physio-Control Technical Services Representative will
install Lifepak 12 software updates at no additional charge provided it is installed at the time of a regalerly scheduled
inspection. In addition during the term of this agreement, where an assembly such as a printed circuit boerd must be
replaced in order to install the new sofcwere, these assembhes may be purchased by the customer at a 50~/o discoun
off the current list price of a new assembly. Sofrwvere updates requested to be installed at a time other than the regularly
scheduled inspection will he billed at $205 per anit per software update. The cost of the soitwere updata will he billed
ou a seperate invoice.
· If Repair-Only services are designated on the Serwce Order inventory for Lifepak 12 umts, at the customer s request
a Medtronic Physio-Conttol Technical Services Representative will install a Lffepak 12 sofrwere update at a discounted
price of $205 per unit per sofiwere update. In addition during the term of this agreement, where an assembly such as a
printed circuit boerd must be replaced in order to install the new sofavere, these assemblies may be purchased by the
customer at a 50% discount off the current list price of a new assembly. The ocst of the soft:were update will be billed
on a separate invoice.
· Discounts may not be combined with any other special to .r[.n. s, discounts and/or promotions.
Reference Number:
Printed: 11/9/2003
M54-1651
EXHIBIT
Renewal
Page 4 of 5
MEDTRONIC PHYSIO-CONTROL CORP.
TECH~NICAL SERVICE SUPPORT AGREEMENT
SClqEDULE B
LIFEPAK® 500 AED INSPECTION-ONLY WITH BATTERY OPTION
- Tlfis plan includes periodic inspections as described on Schedule A. If any repeks are requested by customer that
are not otherw/se covered by warranty thea customer shall pay Medtronic Physio-Control at its then current labor rate
less I0%. Parts requ/redfor suchrepalrs willbe at 15% Iess than the then current list price for theparts.
· Customer retahas the responsibility to perform the battery maintanance and evaluation procedures outlJaed in the
service manual and to replace batteries that do not pass the conditions outlined under "Discarding/Recycling Batteries."
Batteries failing to meet battmy performance tests should be removed from service and properly discarded (recycled).
· If customer provides evidence that a Medtronic Physio-Cuntrul Battery Pak fails to meet the performance tests noted
above and/or the Battery Pak age exceeds 2 years ~ the case of sealed lead acid batteries and 3 years in the case of
lithium ion batteries, Medtronic Physio-Control shall replace said Medtroinc Physio-Control Battery Pak (like for like)
i.e. LIFEPAK 500 SLA for LII~EPAK 500 SLA or LIFEPAK 500 lithium ion for LIFEPAK 500 lithium ion, up m a
max[mm of 2 LIFEPAK 500 SLA Battery Paks every two years or up to a maximum of 1 L~'EPAK 500 lithium ion
Battery Pink every 3 years (including prior Support Plan periods) per LIFEPAK® 500 automatic advisory defibfillater
(listed on Scl~edule A). To assist in proper recycling and removal of iow capacity batteries, replaced Battery Paks
become the property of Medtroinc Physio-Control and must be returned at the time of exchange.
· Only batteries manufactured by Medtronic Physio-Control are covered under rids Service Agreement. Any
batteries manufactured by other sources are expressly excluded from coverage under tlfis Service Agreement.
Medtrodic Physio-Control cannot guarantee the operario~ safety and/or performance of our product whan
operating with a non-Medtromc Physio-Control battery. Repairs and inspections performed under this Agreement
mee~ original equipment manufacturer's product specifications only whan operating with a Medtroinc Physio-Control
battery. Any repairs, as determined by a Medtro~c Physio-Control Service Representative, resulling from the use of
a non-Medtroinc 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: M54-1651
Primed: 11/9/2003
EXHIBIT
Renewal
Page~'~qr~S°f 5 ~f