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HomeMy WebLinkAbout2015-471-E EMS - Physio-Control, Inc. for AED service and maintenance DocuSign Envelope ID: BA4A68D9-A6AC-48D0-A9C1-D50BFBB7B826 TECHNICAL SERVICE SUPPORT AGREEMENTI Contract Number: End User# 00300503 Bill To 4 00300502 ORANGE CTY EMERGENCY MEDICAL ORANGE CTY EMERGENCY MGMT SERVICES PO BOX 8181 510 MEADOWLAND DR HILLSBOROUGH,NC 27278 HILLSBOROUGH,NC 27278 This Technical Service Support Agreement begins on 7/1/2015 and expires on 6/30/2016. 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. Any additional terms and conditions are listed on Schedule C, and are hereby incorporated into this Agreement. Price of coverage specified on Schedule A is $14,612.00 per term,payable in Annual installments. Special Terms All devices must be brought to Orange CTY EOC for preventative maintenance 15%DISCOUNT ON ALL ELECTRODES 15%DISCOUNT ON ACCESSORIES Acc r J.. AsiftControl,Inc. Cus trz;..Q Wpqe county Emergency services B l e�Go wd a o. Ca 1 ws�L a B jOVl.kAt, C1 AaMIMvs Y Y os3-7ss4a7-ss Title: contract Analyst Print: Bonnie B. Hammersley Date: 8/17/2015 Title: county Manager This Agreeme �ge,,N�pre-audited in the manner Date: 8/26/2015 required by t elZ I v r went Budget and Fiscal Control Act. Purchase Order Number: 1600420 D�FE2C-FR-&�t ... Paul Laughton, Interim CFO Territory Rep: EAAA60 Customer Contact: Lane Rushing James Grove Phone: Phone: (919)245-6100 FAX: 800-772-3340 FAX: Reference Number: SC-1581 Renewal Printed: 6/9/2015 Page 1 of 9 DocuSign Envelope ID: BA4A68D9-A6AC-48D0-A9C1-D50BFBB7B826 PHYSIO-CONTROL,INC. TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS Customer's signature on this Agreement or a valid purchase order referencing this Technical Service Support Agreement is required prior to Physio-Control's acceptance and performance of this Agreement.This Agreement covers only the equipment listed on Schedule A("Covered Equipment").These terms constitute the complete agreement between the parties and they shall govern over any other documents, including Customer's purchase order.These terms may not be revised in any manner without the prior written consent of Physio-Control. SERVICES.The Services provided under this Agreement are set forth on Schedule A. Physio-Control strives, but does not guarantee, to return service calls within two(2)hours and to resolve service issues within twenty-four(24)hours. Following Services, Physio-Control will provide Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended for replacement.The following Services are available and further described as they relate to each specific Physio-Control device on Schedule B: "Repair Plus Service"or"Repair Only Service"means repairs, Battery Replacement Service, parts and labor necessary to restore Covered Equipment to original specifications,subject to Exclusions(as set forth below). "Preventative Maintenance"or"Inspection Only Service"means inspection and adjustment to maintain Covered Equipment in satisfactory operating condition. Inspections include tests, measurements,and a thirty-point evaluation of Covered Equipment. Covered Equipment is properly calibrated, mechanical operations are checked and adjusted, if necessary,and output measurements are verified to function properly. Electrical safety checks are also performed in accordance with National Fire Protection Association(NFPA)guidelines. Preventative Maintenance and Inspection Only Service are subject to Exclusions. "Comprehensive Service"or"Repair&Inspect Service"means repairs, Battery Replacement Service, parts and labor necessary to restore Covered Equipment to original specifications,and inspections to verify proper device calibration, mechanical operations and output measurements,electrical safety check in accordance with NFPA guidelines,and Updates(as set forth below),subject to Exclusions. "Battery Replacement Service"means replacement of batteries on a one-for-one,like-for-like basis, up to the number of batteries and/or devices listed in Schedule A. Only batteries manufactured or distributed by Physio-Control are eligible for replacement. Battery replacement is available upon Customer notification to Physio-Control of the occurrence of:(i)battery failure as determined by Customer's performance testing and evaluation in accordance with the applicable Operating Instructions;or(ii)as recommended in the applicable device's Operating Instructions. At the discretion of Physio-Control, battery replacement shall be effected 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 a replacement battery,the battery being replaced shall become the property of Physio-Control,and Customer must return the battery being replaced to Physio-Control for proper disposal. In the event that Physio-Control does not receive the battery being replaced, Physio-Control will invoice Customer the then-current rate for the replacement battery. "On-Site Service"means that a Physio-Control factory-trained technician will provide Services at Customer's location. Services will be performed between 8:OOam and 5:OOpm local time, Monday through Friday,excluding holidays.Customer is to ensure Covered Equipment is available for Services at scheduled times. Some Services may not be completed On-Site. Physio-Control will cover travel and/or round-trip freight for Covered Equipment that must be sent to our designated facility for repair. "Ship-In Service"means that Services will be performed at Physio-Control's designated facility. Physio-Control will cover round-trip freight for Covered Equipment that is sent to our designated facility for Services. If Covered Equipment is not available when Services are scheduled or Customer requests services or goods not covered by this Agreement or outside of designated Services frequency or hours, Physio-Control will charge Customer for such services at 10%off Physio-Control's standard rates(including overtime, if appropriate)and applicable travel costs in addition to the contract price. Repair parts required for such repairs will be made available at 15%off the then-current list price. EXCLUSIONS.Unless otherwise specified,Services do not include the following Exclusions: • supply or repair of accessories or disposables • repair of damage caused by misuse,abuse,abnormal operating conditions,operator errors,acts of God,and use of batteries,electrodes,or other products not distributed by Physio-Control • case changes • repair or replacement of items not originally distributed or installed by Physio-Control • Upgrades,and installation of Upgrades • battery maintenance, performance testing,evaluation,removal,and recycling LOANERS.If Covered Equipment must be removed from use to complete Services, Physio-Control will strive to provide Customer with a similar loaner device until the Covered Equipment is returned. Customer assumes complete responsibility for the loaner and shall return the loaner at Customer's expense to Physio-Control in the same condition as received,upon the earlier of the return of the Reference Number: SC-1581 Renewal Printed: 6/9/2015 Page 2 of 9 DocuSign Envelope ID: BA4A68D9-A6AC-48D0-A9C1-D50BFBB7B826 removed Covered Equipment or Physio-Control's request. UPDATES."Update"means a change to a device to enhance its current features,stability,or software. If Comprehensive Service or Repair&Inspect Service is designated for Covered Equipment on Schedule A, Physio-Control will install Updates at no additional cost, provided such Updates are installed at the time of regularly scheduled Services. Updates installed on Covered Equipment designated on Schedule A as Repair Plus Service, Repair Only Service, Preventative Maintenance Service, Inspection Only Service, or at a time other than regularly scheduled Comprehensive Service or Repair&Inspect Service,will be billed on a separate invoice at 20%off the then-current list price of the Update. For all Service plans,if parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the then-current list price. UPGRADES."Upgrade"means a major,standalone version of software or the addition of features or capabilities to a device. For all Service plans, Upgrades must be purchased separately and are not provided under this Agreement. Upgrades are available at a rate of 17%off the then-current list price. PRICING.Pricing is set forth on the first page of this Agreement,on the Quote for Services,and/or on the Invoice for the Services purchased. Prices do not include taxes.Sales,service or use taxes will be invoiced in addition to the price of the goods and Services covered by this Agreement unless Physio-Control receives a copy of a valid exemption certificate. If the number or configuration of Covered Equipment changes during the Term, pricing shall be pro-rated accordingly. For Preventative Maintenance Service, Inspection Only Service, Comprehensive Service,and Repair&Inspect Service,no pricing deduction will be made for removal of Covered Equipment if preventative maintenance and inspection have already been performed during the Term and no further preventative maintenance and inspection are scheduled to occur. Discounts may not be combined with other special terms,discounts, and/or promotions. PAYMENT.Payment is due within thirty(30)days of invoice date. WARRANTY. Physio-Control warrants Services performed under this Agreement and repair/replacement parts provided in performing such Services against defects in material and workmanship for ninety(90)days from the date Services were performed or a repair/replacement part was provided.Customer's sole remedy shall be reservicing the affected Covered Equipment and/or replacement of any part determined to be defective,without additional 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. TERM.The Term of this Agreement is set forth on the first page of this document,or in the Quote and/or Invoice for the Services purchased.This Agreement shall automatically renew unless terminated by either party with written notice thirty(30)days prior to the expiration of the then-current Term. Prices are subject to change upon renewal. TERMINATION.Either party may terminate this Agreement for material breach by the other party by providing thirty(30)days'written notice to the other party,and provided such breach is not cured within the notice period. In addition,either party may terminate this Agreement at any time upon sixty(60)days'prior written notice to the other party. In the event of such early termination by Customer, Customer shall be responsible for the portion of the designated price which corresponds to the portion of the Term prior to the effective date of termination and the list-price cost of any preventative maintenance,inspections,or repairs rendered during the Term. 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. DEVICE INSPECTION BEFORE ACCEPTANCE.Any device that is not covered by either a Physio-Control Limited Warranty or a current Physio-Control Technical Service Support Agreement must be inspected and repaired(if necessary)to meet original specifications at customer's cost at the then-current list prices prior to being covered under a Technical Service Support Agreement. Physio-Control reserves the right to refuse to support any device that has been remanufactured by a company other than Physio-Control. MISCELLANEOUS.(a)During the Term of this Agreement and for one(1)year following its expiration,without Physio-Control's prior written consent, Customer agrees to not to solicit or offer employment to anyone who is employed by Physio-Control to provide Services such as those described in this Agreement;(b)this 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;©this Agreement shall be governed by the laws of the State in which the Services are provided;(d)all costs and expenses incurred by the prevailing party related to the enforcement of its rights under this Agreement, including reasonable attorney's fees,shall be reimbursed by the other party. Reference Number: SC-1581 Renewal Printed: 6/9/2015 Page 3 of 9 DocuSign Envelope ID: BA4A68D9-A6AC-48D0-A9C1-D50BFBB7B826 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE A Contract Number: Servicing Rep: Lane Rushing,EAAA60 District: MID-ATLANTIC Phone: FAX: 800-772-3340 Equipment Location: ORANGE CTY EMERGENCY MEDICAL,00300503 SERVICES 510 MEADOWLAND DR HILLSBOROUGH,NC 27278 Scope Of Service On Site Preventative Maintenance w Lithium Battery Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFLPAK®500 3011790-000113 13161560 29 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-000113 13161565 30 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-000113 13161566 31 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001129 33125847 32 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001129 33125848 33 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001129 33125844 34 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001129 30811669 35 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001502 34675973 36 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001129 33127342 43 7/1/2015 6/30/2016 1 Equipment Location: CHAPEL HILL FD, 13903401 403 MLK JR BLVD CHAPEL HILL,NC 27514 Scope Of Service On Site Preventative Maintenance Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFLPAK 91000 320371500229 39382900 24 7/1/2015 6/30/2016 1 LIFLPAK 91000 320371500229 40696107 25 7/1/2015 6/30/2016 1 LIFLPAK 91000 320371500229 41554092 26 7/1/2015 6/30/2016 1 LIFLPAK 91000 320371500401 42457794 27 7/1/2015 6/30/2016 1 LIFLPAK 91000 320371500568 42819853 28 7/1/2015 6/30/2016 1 LIFLPAK 91000 320371500023 37351831 1 7/1/2015 6/30/2016 1 LIFLPAK 91000 320371500093 37881608 2 7/1/2015 6/30/2016 1 LIFLPAK 91000 320371500229 38560716 3 7/1/2015 6/30/2016 1 LIFLPAK 91000 320371500229 39389844 18 7/1/2015 6/30/2016 1 LIFLPAK 91000 320371500229 39389843 19 7/1/2015 6/30/2016 1 Reference Number: SC-1581 Renewal Printed: 6/9/2015 Page 4 of 9 DocuSign Envelope ID: BA4A68D9-A6AC-48D0-A9C1-D50BFBB7B826 Scope Of Service On Site Preventative Maintenance w Lithium Battery Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFLPAK®500 3011790-001502 34101784 10 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001129 32690608 15 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001129 32690609 16 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001129 33127352 22 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001129 33127347 23 7/1/2015 6/30/2016 1 Equipment Location: ORANGE RURAL FD, 14376401 206 S CHATALON ST HILLSBOROUGH,NC 27278 Scope Of Service On Site Preventative Maintenance w Lithium Battery Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFLPAK®500 3011790-001129 32779691 17 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-000113 13216812 5 7/1/2015 6/30/2016 1 Equipment Location: CARRBORO FD, 16148501 301 W MAIN ST CARRBORO,NC 27510 Scope Of Service On Site Preventative Maintenance Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFLPAK 91000 320371500023 34692730 4 7/1/2015 6/30/2016 1 LIFLPAK 91000 320371500245 42051822 38 7/1/2015 6/30/2016 1 LIFLPAK 91000 320371500569 42918149 39 7/1/2015 6/30/2016 1 Equipment Location: CARRBORO FD, 16148501 301 W MAIN ST CARRBORO,NC 27510 Scope Of Service On Site Preventative Maintenance w Lithium Battery Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFLPAK®500 3011790-001129 33125846 40 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001129 33127346 41 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001569 35201273 42 7/1/2015 6/30/2016 1 Equipment Location: CARRBORO FD, 16148501 301 W MAIN ST CARRBORO,NC 27510 Scope Of Service On Site Preventative Maintenance w Lithium Battery Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections Reference Number: SC-1581 Renewal Printed: 6/9/2015 Page 5 of 9 DocuSign Envelope ID: BA4A68D9-A6AC-48D0-A9C1-D50BFBB7B826 LIFLPAK®500 3011790-001129 30929147 13 7/1/2015 6/30/2016 1 Equipment Location: ORANGE GROVE FD, 16828101 6800 ORANGE GROVE ROAD HILLSBOROUGH,NC 27278 Scope Of Service On Site Preventative Maintenance w Lithium Battery Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFLPAK®500 3011790-001129 31808167 14 7/1/2015 6/30/2016 1 Equipment Location: CALDWELL FD, 19015201 7020 GUESS RD ROUGEMONT,NC 27572 Scope Of Service On Site Preventative Maintenance w Lithium Battery Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFLPAK®500 3011790-001502 34359081 11 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001502 34359082 12 7/1/2015 6/30/2016 1 Equipment Location: WHITE CROSS FIRE DEPT,20392101 5722 OLD GREENSBORO HWY CHAPEL HILL,NC 27516 Scope Of Service On Site Preventative Maintenance w Lithium Battery Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFLPAK®500 3011790-001129 33127343 9 7/1/2015 6/30/2016 1 Equipment Location: ENO FD,20500601 5019 US HWY 70 DURHAM,NC 27705 Scope Of Service On Site Preventative Maintenance Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFLPAK 91000 320371500245 40054648 37 7/1/2015 6/30/2016 1 Scope Of Service On Site Preventative Maintenance w Lithium Battery Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFLPAK®500 3011790-001502 34768948 6 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001502 34768949 7 7/1/2015 6/30/2016 1 LIFLPAK®500 3011790-001129 33127341 8 7/1/2015 6/30/2016 1 Reference Number: SC-1581 Renewal Printed: 6/9/2015 Page 6 of 9 DocuSign Envelope ID: BA4A68D9-A6AC-48D0-A9C1-D50BFBB7B826 Equipment Location: CEDAR GROVE FD,21150301 720 HAWKINS RD CEDAR GROVE,NC 27231 Scope Of Service On Site Preventative Maintenance Ref. Effective Expiration Total Model Part Number Serial Number Line Date Date Inspections LIFLPAK 91000 320371500245 39621656 20 7/1/2015 6/30/2016 1 LIFLPAK 91000 320371500245 39621655 21 7/1/2015 6/30/2016 1 **Denotes an inventory line that has changed since the last contract revision or addendum. Reference Number: SC-1581 Renewal Printed: 6/9/2015 Page 7 of 9 DocuSign Envelope ID: BA4A68D9-A6AC-48D0-A9C1-D50BFBB7B826 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAKO 1000 Automated External Defibrillator Services LIFEPAKO 1000 AED Comprehensive Service • Preventative maintenance and inspections at intervals set forth on Schedule A • Parts and labor necessary to restore device to original specifications,subject to Exclusions • QUIK-COMBOO Patient Simulator repair or replacement of one for each LIFEPAK 1000 AED listed on Schedule A and as determined necessary by Physio-Control • LIFEPAK 1000 Defibrillator Battery Charger repair or replacement of one for each LIFEPAK 1000 AED listed on Schedule A and as determined necessary by Physio-Control • Battery Replacement Service o For each LIFEPAK 1000 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 1000 Defibrillator rechargeable battery Pak in accordance with the device Operating Instructions,or upon battery failure;or o For each LIFEPAK 1000 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 1000 Defibrillator non-rechargeable battery Pak in accordance with the device Operating Instructioins,or upon battery failure • Updates installed at no additional cost,provided such Updates are installed at the time of regularly scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the then-current list price. LIFEPAKO 1000 AED Repair Plus Service • Parts and labor necessary to restore device to original specifications,subject to Exclusions • QUIK-COMBOO Patient Simulator repair or replacement of one for each LIFEPAK 1000 AED listed on Schedule A and as determined necessary by Physio-Control • LIFEPAK 1000 Defibrillator Battery Charger repair or replacement of one for each LIFEPAK 1000 AED listed on Schedule A and as determined necessary by Physio-Control • Battery Replacement Service o For each LIFEPAK 1000 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 1000 Defibrillator rechargeable battery Pak in accordance with the device Operating Instructions,or upon battery failure;or o For each LIFEPAK 1000 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 1000 Defibrillator non-rechargeable battery Pak in accordance with the device Operating Instructions,or upon battery failure • Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the then-current list price. LIFEPAKO 1000 AED Preventative Maintenance Service • Preventative maintenance and inspections at intervals set forth on Schedule A • Battery Replacement Service o For each LIFEPAK 1000 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 1000 Defibrillator rechargeable battery Pak in accordance with the device Operating Instructions,or upon battery failure;or o For each LIFEPAK 1000 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 1000 Defibrillator non-rechargeable battery Pak in accordance with the device Operating Instructions,or upon battery failure • Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the then-current list price Reference Number: SC-1581 Renewal Printed: 6/9/2015 Page 8 of 9 DocuSign Envelope ID: BA4A68D9-A6AC-48D0-A9C1-D50BFBB7B826 PHYSIO-CONTROL, INC. TECHNICAL SERVICE SUPPORT AGREEMENT SCHEDULE B LIFEPAKO 500 Automated External Defibrillator Services LIFEPAKO 500 AED Comprehensive Service •Preventative maintenance and inspections at intervals set forth on Schedule A •Parts and labor necessary to restore device to original specifications,subject to Exclusions •QUIK-COMBOO Patient Simulator repair or replacement of one for each LIFEPAK 500 AED listed on Schedule A and as determined necessary by Physio-Control •LIFEPAK 500 Defibrillator battery charger repair or replacement of one for each LIFEPAK 500 listed on Schedule A and as determined necessary by Physio-Control •Battery Replacement Service o For each LIFEPAK 500 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 500 rechargeable battery Pak in accordance with the device Operating Instructions,or upon battery failure;or o For each LIFEPAK 500 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 500 non-rechargeable battery Pak in accordance with the device Operating Instructions,or upon battery failure •Updates installed at no additional cost,provided such Updates are installed at the time of regularly scheduled Services. If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the then-current list price. LIFEPAKO 500 AED Repair Plus Service •Parts and labor necessary to restore device to original specifications,subject to Exclusions •QUIK-COMBOO Patient Simulator repair or replacement of one for each LIFEPAK 500 AED listed on Schedule A and as determined necessary by Physio-Control •LIFEPAK 500 Defibrillator battery charger repair or replacement of one for each LIFEPAK 500 AED listed on Schedule A and as determined necessary by Physio-Control •Battery Replacement Service o For each LIFEPAK 500 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 500 rechargeable battery Pak in accordance with the device Operating Instructions,or upon battery failure;or o For each LIFEPAK 500 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 500 non-rechargeable battery Pak in accordance with the device Operating Instructions,or upon battery failure •Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the then-current list price. LIFEPAKO 500 AED Preventative Maintenance Service •Preventative maintenance and inspections at intervals set forth on Schedule A •Battery Replacement Service(if applicable) o For each LIFEPAK 500 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 500 non-rechargeable battery Pak in accordance with the device Operating Instructions,or upon battery failure;or o For each LIFEPAK 500 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 500 non-rechargeable battery Pak in accordance with the device Operating Instructions,or upon battery failure •Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the then-current list price. Reference Number: SC-1581 Renewal Printed: 6/9/2015 Page 9 of 9 DocuSign Envelope ID: BA4A68D9-A6AC-48D0-A9C1-D50BFBB7B826 ADDITIONAL TERMS AND CONDITIONS SCHEDULE C 1. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Physio-Control shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Physio-Control's breach of this Agreement. By executing this Agreement Physio-Control affirms Physio-Control is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 2. Non Appropriation: Physio-Control acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Physio- Control of the unavailability and non-appropriation of public funds. 3. Signature: Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66.