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HomeMy WebLinkAbout17-114 Resolution No. 17-114 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH PHYSIO-CONTROL, INC. FOR MECHANICAL CARDIOPULMONARY RESUSCITATION DEVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Physio- Control, Inc. for mechanical cardiopulmonary resuscitation devices, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: August 23, 2017 Adopted: August 23, 2017 Vote: Yeas: 8 Nays: 0 Abstain: 1 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk CITY OF ELGIN AGREEMENT This agreement is made and entered into this 23rd day of August , 2017 by and between the City of Elgin("the CITY"),a municipal corporation organized and existing under the laws of the State of Illinois, and Physio-Control, Inc., a Division of Stryker Corporation, a Washington corporation having a principal place of business at 11811 Willows Rd NE,Redmond, WA 98052("the CONTRACTOR"). ARTICLE I. SCHEDULE OF WORK. The CONTRACTOR shall provide the goods and services provided in the quotation attached hereto and made a part hereof as Attachment A; and shall further provide maintenance services pursuant to the terms and conditions of Attachment A, attached hereto and made a part hereof. ARTICLE II. PRICE. The CITY shall pay the CONTRACTOR the total sum of$79,097.25. ARTICLE III. TERMINATION. The following shall constitute events of default under this agreement: a) any material misrepresentation made by the CONTRACTOR to the CITY,b) any failure by the CONTRACTOR to cure any material breach within 30 days from the date the breach was notified to the CONTRACTOR in writing, material breach including,but not limited to, the following: (i) failure to commence performance of this agreement at the time specified in this agreement due to a reason or circumstance within the CONTRACTOR'S reasonable control, (ii) failure to perform this agreement with sufficient personnel and equipment or with sufficient material to ensure the completion of this agreement within the specified time due to a reason or circumstance within the CONTRACTOR'S reasonable control, (iii) failure to perform this agreement in a manner reasonably satisfactory to the CITY, (iv) failure to promptly re-perform within reasonable time the services that were rejected by the CITY as erroneous or unsatisfactory within 90 days from the date the service was rendered, (v) failure to comply with a material term of this agreement,including,but not limited to the Affirmative Action requirements,and (vi) any other acts specifically and expressly stated in this agreement as constituting a basis for termination for cause. The CITY may terminate this agreement for its convenience upon fourteen (14) days prior written notice. ARTICLE IV. GOVERNING LAWS AND ORDINANCES. This agreement is made subject to all the laws of the State of Illinois and the ordinances of the CITY and if any such clause herein does not conform to such laws or ordinances, or in the event any of the terms or provisions herein are deemed to be void or otherwise unenforceable for any reason, such clause shall be void (the remainder of the agreement shall not be affected) and the laws or ordinances shall be operative in lieu thereof. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with the agreement shall be in the Circuit Court of Kane County, Illinois. ARTICLE V. AFFIRMATIVE ACTION. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, color,religion, sex,ancestry,national origin, place of birth, age or physical handicap which would not interfere with the efficient performance of the job in question. ARTICLE VI. ASSIGNABILITY. The CONTRACTOR shall not assign, sell or transfer any interest in this agreement without prior written consent of the CITY. ARTICLE Vll. AMENDMENTS. There shall be no modification of this agreement, except in writing and executed with the same formalities of the original. ARTICLE VIII. NOTICES.Any notice given under this agreement shall be in writing and shall be deemed to have been given when hand delivered or deposited in the U.S. mail, to the CONTRACTOR, at the address set forth above to the attention of the undersigned representative, and if to the CITY, to the attention of the David Schmidt, 550 Summit Street, Elgin, IL 60120 or to such other address and/or authorized representatives as either party shall designate in writing to the other in the manner herein provided. ARTICLE IX. INDEMNIFICATION. To the fullest extent permitted by law, CONTRACTOR agrees to and shall indemnify,defend and hold harmless the CITY,its officers,employees,boards and commissions from and against any and all claims,suits,judgments,costs,reasonable attorney's fees,damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of CONTRACTOR or CONTRACTOR'S officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, the defective material or workmanship in the goods delivered or services or work performed hereunder. In the event of any action against the CITY, its officers,employees,agents,boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless,such action shall be defended by legal counsel of the CITY'S choosing. ARTICLE X. PUBLICITY. The CONTRACTOR may not use, in any form or medium, the name of the City of Elgin for public advertising unless prior written permission is granted by the CITY. ARTICLE X1. NO AGENCY. This agreement shall not be construed so as to create a joint venture,partnership, employment or other agency relationship between the parties hereto, except as may be specifically provided for herein. ARTICLE XII. ENTIRE AGREEMENT. This agreement embodies the whole agreement of the parties. There shall be no promises,terms,conditions or obligations other than those contained therein; and this agreement shall supersede all previous communications, representations, or agreements,either verbal or written,between the parties. ARTICLE X111. COMPLIANCE WITH LAWS. Notwithstanding any other provision of this agreement it is expressly agreed and understood that in connection with the performance of this agreement that the CONTRACTOR shall comply with all applicable Federal, State,City and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing,CONTRACTOR hereby certifies,represents and warrants to the CITY that all CONTRACTOR'S employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. CONTRACTOR shall also at its expense secure all permits and licenses, pay all charges and fees 2 and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The CITY shall have the right to audit any records in the possession or control of the CONTRACTOR to determine CONTRACTOR'S compliance with the provisions of this section. In the event the CITY proceeds with such an audit the CONTRACTOR shall make available to the CITY the CONTRACTOR'S relevant records at no cost to the CITY. CONTRACTOR shall pay any and all costs associated with any such audit,except for expenses for travel and lodge. Without limiting the foregoing. CONTRACTOR hereby certifies, represents and warrants to the CITY that all CONTRACTORS employees and/or agents located in the United States, who will be providing products and/or services with respect to this agreement, shall be legally authorized to work in the United States. ARTICLE XIV. ELECTRONIC SIGNATURE. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. ARTICLE XV. WAIVER OF INTEREST. CONTRACTOR hereby waives any and all claims to interest on money claimed to be due pursuant to this agreement, and all such rights to interest to which it may otherwise be entitled pursuant to law,including,but not limited to,pursuant to the Local Government Prompt Payment Act, as amended (50 ILCS 505/1, et.seq), or the IIlinois Interest Act as amended (815 ILCS 205/1, et.seq). ARTICLE XVI. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this agreement shall remain in full force and effect. ARTICLE XVIL JURISDICTION. CONTRACTOR hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and the CONTRACTOR agrees that service by U.S.mail to the entity and address provided for herein for the CONTRACTOR shall constitute effective service. The person signing this agreement on behalf of the CONTRACTOR hereby warrants and represents that he/she has authority to commit the CONTRACTOR and has been authorized to execute this agreement on behalf of the CONTACTOR. 3 IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. CONTRACTOR CITY OF ELGIN V/ k0,r+ITA- 7 es6" Rica ozal Se. &TO-"UPI L PMJ UN b 04Y47 City Manager FEIN No. a City Clerk 4 Al TA t,1E NI A Physio-Control,Inc ' 11811 Willows Road NE P.O.Box 97006 1 1 Redmond.WA 98073.9706 U.S.A. www.physio-oontrol.com lei 800.4421142 Sales Order fax 600.732.0956 Service Plan fax 800.772.3340 To CITY OF ELGIN Quote Number 00089619 Attn:Anthony wed Revision ff 1 150 DEXTER COURT ELGIN,IL 60120 Greeted Data $1112017 (847)931-6175 Sales Consultant Ed Fee mcmeel_afacityofelgin.org FOB Redmond,WA Terms AN quotes subject to credit approval and the following terms and conditions NET Terms NET 30 Expiration Deft 8/13/2017 Product nt . . Quantity Discount Price 11576-000047 LUCAS Disposable Suction Cup(12 pack) 2.00 498.00 -124.50 373.60 747.00 11576400051 Patient Straps(wrists,3-peck) 1.00 270.00 -67.50 202.50 202.50 11576000060 LUCAS Battery Desk-Top ChagW 5.00 1,170.00 -292.50 877.50 4,387.60 11576-000071 LUCAS Power Supply 1.00 371.00 -92.75 278.25 278.25 11576-000080 LUCAS 3 Battery-Dark Grey-Rechargeable LPo 10.00 712.00 -176.00 534.00 5,340.00 11576-000081 LUCAS Carrying Case,Hard Shell 1.00 450.00 -112.50 337.50 33710 21576-000076 LUCAS Stabtlizedon Strap(4 pack) 2.00 295.00 -73.75 22125 442.50 LUCAS 3.0 Chart Compression System INCLUDES HARD SHELL CASE,SUM BACK PLATE,TWO(2)PATIENT 99576-000043 STRAPS,(1)STABILIZATION STRAP,2 SUCTION CUPS,1 5.00 15,7150.00 -2,871.00 13,079.00 65,395.00 RECHARGEABLE BATTERY,AND INSTRUCTIONS FOR USE WITH EACH DEVICE. LUCAS Service-1 YEAR. O"Ite Preventative Maintenance.On-SKe Preventive Maintenance Coverage for LUCAS® Includes: -Services performed at customer's location by a LUCAS-OSPM-I-POS Physlo-Ccntrol Technical Speddat 5.00 396.00 -39.60 358A0 1,782.00 -Annual Preventive Maintenance and inspections including quality assurance documentation -Discounts on ecoessodes,disposables,and upgrades -Updates to the latest software version -Prewi gured loaner device provided if needed Subtotal USD 78,912.25 Estimated Tax USD 0.00 Estimated Shipping 8 Handing USD 185.00 Quote Number.00089619 Tax will be calculated at time of Invoice and Is based on the Ship To location whom product will be shipped. Grand Total USD 79,097.25 Pricing Summary Totals List Price Total USD 97,377.00 Total Contras!Discounts Arnwt USD-198.00 Total Dieww" USD-16,266.75 Trade In Discounts USD 0.00 Tax+S&H USD 185.00 GRAND TOTAL FOR THIS QUOTE USD 79,097.25 Mails S*d One: ❑ MY C0~USES A PO SYMBNkm sdmwWWP to WAWNWg: ondorders$5joargmialrbaton Wow lli*tant!lam,a hod oM pAdnee aidar.MWenciligto W*Mnikar.is ❑ MY COMPANY DOES NOT USE A PO SYST81"adon blow mW be=WkW pior 10 WdW subl*Win ALUNDAMUK SHrPM ADDRESS Addled AddrM City ftb CRY 811111111 zo Code zip Code AIP BW AR BW Phone phone ftnaftnft"*4df*rNWMMft Ph=CIE"AMR=&Tau Slat W Mpb-Ca"Im ft"m Wftn W cdM Of 7hb Order. Vft an a To Exempt Erdy(Tu Exempt Caffab MW Be PMVWOM The UWMVW III k*wrkud To No Thies Order In Mwrdwice Witt The Tom Wd Pries DeroW Haim ❑We are Temble Endy(A00MIs Tex A be Appled at Tiflis Of kwd") AUMORM SKMTM MAW TITLE DATE To add of modify account Information fill out the form found on the hyperlink provided htLp;//www.physiQ--cDntr-oLcQmlaQo-u-nA Reference Number PT/00053201i133920 Quote Number:00089619 General Terms for all Products.Services and Subscriptions. Physio-Control, Inc. ("Physio")accepts Buyer's order expressly conditioned on Buyer's assent to the terms set forth in this document. Buyer's order and acceptance of any portion of the goods,services or subscriptions shall confirm Buyer's acceptance of these terms.Amendments to this document shall be in writing and no prior or subsequent acceptance by Seller of any purchase order,acknowledgment,or other document from Buyer specifying different and/or additional terms shall be effective unless signed by both parties. Pricing. 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.Sales or use taxes on domestic(USA)deliveries will be invoiced in addition to the price of the goods and services unless Physio receives a copy of a valid exemption certificate prior to delivery. Discounts may not be combined with other special terms,discounts,and/or promotions. Payment. Payment for goods and services shall be subject to approval of credit by Physio. Unless otherwise specified by Physio in writing, the entire payment of an invoice is due thirty(30)days after the invoice date for deliveries in the USA,and sight draft or acceptable(confirmed)irrevocable letter of credit is required for sales outside the USA. Minimum Order Quantity. Physio reserves the right to charge a service fee for any order less than$200.00. Patent Indemnity. Physio shall indemnify Buyer and hold it harmless from and against all demands,claims,damages,losses,and expenses,arising out of or resulting,from any action by a third party against Buyer that is based on any claim that the services infringe a United States patent,copyright,or trademark,or violate a trade secret or any other proprietary right of any person or entity. Physio's indemnification obligations hereunder will be subject to (i)receiving prompt written notice of the existence of any claim;(ii)being able to,at its option,control the defense and settlement of such claim(provided that,without obtaining the prior written consent of Buyer,Physio will enter into no settlement involving the admission of wrongdoing);and(iii)receiving full cooperation of Buyer in the defense of any claim. Limitation of Interest. Through the purchase of Physio products,services,or subscriptions,Buyer does not acquire any interest in any tooling,drawings, design information, computer programming,patents or copyrighted or confidential information related to said products or services,and Buyer expressly agrees not to reverse engineer or decompile such products or related software and information. Delays. Physio 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 an event beyond its reasonable control, including but not limited to,acts of God, labor disputes,the requirements of any governmental authority,war,civil unrest,terrorist acts,delays in manufacture,obtaining any required license or permit,and Physio inability to obtain goods from its usual sources. Limited Warranty. Physio warrants its products and services in accordance with the terms of the limited warranties located at http://www.physio- control.com/Documents/, attached hereto and made a part hereof. The remedies provided under such warranties shall be Buyer's sole and exclusive remedies.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. Compliance with Confidentiality Laws. Both parties acknowledge their respective obligations to maintain the security and confidentiality of individually identifiable health information and agree to comply with applicable federal and state health information confidentiality laws. Compliance with Law.The parties agree to comply with any and all laws,rules,regulations,licensing requirements or standards that are now or hereafter promulgated by any local,state,and federal governmental authority/agency or accrediting/administrative body that governs or applies to their respective duties and obligations hereunder. Regulatory Requirement for Access to Information. In the event 42 USC§1395x(v)(1)(1)is applicable,Physio shall make available to the Secretary of the United States Department of Health and Human Services,the Comptroller General of the United States General Accounting Office,or any of their duly authorized representatives,a copy of these terms,such books,documents and records as are necessary to certify the nature and extent of the costs of the products and services provided by Physio. No Debarment.Physio represents and warrants that it and its directors,officers,and employees(i)are not excluded,debarred,or otherwise ineligible to participate in the Federal health care programs as defined in 42 USC § 1320a-7b(f); (ii)have not been convicted of a criminal offense related to the provision of healthcare items or services;and(iii)are not under investigation which may result in Physio being excluded from participation in such programs. Choice of Law. The rights and obligations of Physio and Buyer related to the purchase and sale of products and services described in this document shall be governed by the laws of the state where Buyer is located.All costs and expenses incurred by the prevailing party related to enforcement of its rights under this document, including reasonable attorney's fees,shall be reimbursed by the other party. Additional Terms for Purchase and Sale of Products. In addition to the General Terms above,the following terms apply to all purchases of products from Physio: Delivery. Unless otherwise specified by Physio in writing,delivery shall be FOB Physio point of shipment and title and risk of loss shall pass to Buyer at that 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 Buyer,Physio will obtain transportation on Buyer's behalf and for Buyers account. Delivery dates are approximate. Freight is pre-paid and added to Buyer's invoice. Products are subject to availability. Inspections and Returns.Within 30 days of receipt of a shipment,Buyer shall notify Physio of any claim for product damage or nonconformity. Physio, at its sole option and discretion, may repair or replace a product to bring it into conformity. Return of any product shall be governed by the Returned Product Policy located at http://www.physio-control.com/Documents/, attached hereto and made a part hereof. Payment of Physio's invoice is not contingent on immediate correction of nonconformities. No Resale. Buyer agrees that products purchased hereunder will not be resold to third parties and will not be reshipped to any persons or places prohibited by the laws of the United States of America. Additional Terms for Purchase and Sale of Service Plans. In addition to the General Terms above,the following terms apply to all Physio Service Plans. Service Plans. Physio shall provide services according to the applicable Service Plan purchased by Buyer and described at http:/Iwww.phvsio- control.com/Service Programs.aspx,attached hereto and made a part hereof.for the length of the subscription purchased and for the devices specified as covered by the Service Plan("Covered Equipment"). Pricing. If the number or configuration of Covered Equipment changes during the Service Plan subscription,pricing shall be pro-rated accordingly.For Preventative Maintenance,Inspection Only,Comprehensive,and Repair&Inspect Service Plans,Buyer is responsible to pay for preventative maintenance and inspections that have been performed since the last anniversary of the subscription start date and such services shall not be pro-rated. Device Inspection Before Acceptance. All devices that are not covered under Physio's Limited Warranty or a current Service Plan must be inspected and repaired(if necessary)to meet specifications at then-current list prices prior to being covered under a Service Plan. Unavailability of Covered Equipment. If Covered Equipment is not made available at a scheduled service visit,Buyer is responsible to reschedule with the Physio Service Technician,or ship-in the Equipment to a Physio service depot. Physio reserves the right to charge Buyer a surcharge for a return visit.Surcharges will be based on then-current Physio list price of desired services,less 10%for labor and 15%for parts,plus applicable travel costs.The return visit surcharge will be in addition to the subscription price of the Service Plan.To avoid the surcharge,Buyer may ship devices to a Physio service depot. Buyer shall be responsible for round-trip freight for ship-in service. Unscheduled or Uncovered Services. If Buyer requests services to be performed on Covered Equipment which are not covered by a Service Plan,or are outside of designated Services frequency or hours, Physio-Control will charge Buyer for such services at 10%off Physio-Control's standard rates Terms of sale for Phyiso-Control Quote Number 00089619 (including overtime,if appropriate)and applicable travel charges.Repair parts required for such repairs will be made available at 15%off the then-current list price. Loaners. If Covered Equipment must be removed from service to complete repairs, Physio will provide Buyer with a loaner device, if one is available. Buyer assumes complete responsibility for the loaner and shall return the loaner to Physio in the same condition as received, normal wear and tear exempted,upon the earlier of the return of the removed Covered Equipment or Physio's request. Cancellation. Buyer may cancel a Service Plan upon sixty(60)days'written notice to Physio. In the event of such cancellation,Buyer shall be responsible for the portion of the designated price which corresponds to the portion of the Service Plan subscription prior to the effective date of termination and the list-price cost of any preventative maintenance,inspections,or repairs rendered after the last anniversary date of the subscription start date. No Solicitation. During the Service Plan subscription and for one(1)year following its expiration Buyer agrees to not to actively and intentionally solicit anyone who is employed by Physio to provide services such as those described in the Service Plan. Terms of sale for Phyiso-Control Quote Number 00089619 PHYSIO CONTROL Physio-Control, Inc. Returned Product Policy If Customer desires to return a purchased product,Customer must call its local Physio-Control representative or the Physio-Control regional sales office for information on credit or replacement of any purchased and non-expired product.A Returned Material Authorization(RMA)number will be provided and must be dearly identified on the carton of any returned product.Customer must return the product to Physio-Control in its original packaging, unopened,and undamaged,except for product that was received in a damaged condition or as otherwise authorized by Physio-Control,which product may be returned in its existing condition.Physio-Control will not accept the return of a non-defective and conforming product if Customer breaks the security seal on the product. Physio-Control will provide an RMA and accept the return of any product under any of the following circumstances: a) Physio-Control shipped the product in error; b) Customer received the product after the product's expiration date; C) Customer received the product in a damaged condition: d) The product is recalled and must be removed from the market;or e) Physio-Control specifically authorizes the return of the product(a 15%restocking fee may apply). Product must be returned within 30 working days from the date the Customer receives the product or within 30 working days from the date the Customer receives notice of recall,if applicable.Upon receipt of a properly returned product,Physio-Control will apply a full credit to Customer's account or provide replacement.Customer is advised that product returned without an RMA number,or not otherwise authorized,will not be accepted and will be returned to Customer at Customer's expense. For further information,please contact Physio-Control at 800A42.1142 or visit our website at www.physio-control.com. Physio-COnlrel deaUyuertei 5 Ptys u-Cnntrnl.hrr... .. o,.;li JVVI,, 11;:d< _e .-iOV,Pr;,-... trr1 0.11'„.• ,... cr t. ff-F 1�9dS.'P = �� PHYS10 CONTROL LIFEPAK` AED Standard Indemnification Agreement For and in consideration of its purchase, lease or rental of this LIFEPAK AED, Physic-Control, Inc. (Physic)agrees to indemnify, defend, save and hold harmless the First Owner' of this LIFEPAK AED from any and all liability, loss, cost, expenses (including without limitation reasonable costs of defense),judgments, claims, liens and demands arising directly from personal injuries to patients which occur during the use of this LIFEPAK AED on such patients and which are directly caused, and to the extent such injury is directly caused, by a design or manufacturing defect of this LIFEPAK AED (collectively referred to as "Claims"). This indemnification commitment is conditioned on the First Owner providing Physic with immediate written notice at the address provided below of any Claim and any event that may result in a Claim, allowing Physic sole management of defense and settlement of any Claim for which indemnification is sought, including selection of counsel,and fully cooperating, supporting and assisting Physic and its counsel in investigating, defending and/or settling any such Claim. Physio•Control, Inc. Attention: Mail Stop 15S 11811 Willows Road NE R O.Box 97006 Redmond,WA 98073-9706 USA First Owner means the first purchaser or lessee of a LIFEPAK AED,directly or through a group purchasing arrangement,from Physic,from a Physio corporate affiliate,or from an authorized Physic dealer,and includes Invoiced Purchaser's corporate affiliates, and their respective employees,officers and directors. 02009 Physio-ConUOL Inc.Redmond wA 98052,USA.All rights reserved. GDR 3302425jA PHYSIO CONTROL Limited Warranty US/Canada/Latin America/South America Subject to the limitations and exclusions set forth below, the following Physio-Control products which are purchased from authorized Physio-Control representatives or authorized resellers for use in the United States of America,Canada, Latin America and South America and are used in accordance with their instructions, will be free from defects in material and workmanship appearing under normal service and use as defined below. Eight Years: • New LIFEPAK CR'Plus automated external defibrillator and internal battery system Five Years: • New LIFEPAK' 15 monitor/defibrillator series, used in clinic • New LIFEPAK 20 defibrillator/monitor family of products, used and hospital settings exclusively(with no use in mobile in clinics and hospital settings exclusively(with no use in applications) mobile applications) • New LIFEPAK 12 defibrillator/monitor,used in clinic • New LIFEPAK 1000 defibrillators and hospital settings exclusively(with no use in mobile • New LIFEPAK EXPRESS"automated external defibrillator and applications) internal battery system Two Years: • CodeManagement Module'"for use with the LIFEPAK 20/20e • New Trainer 1000 trainer defibrillator/monitor One Year: • New LIFEPAK 15 monitor/defibrillator series,which includes • Internal Battery System for LIFEPAK 20 defibrillator/monitor use in out-of-hospital and mobile applications family of products • New LIFEPAK 12 defibrillator/monitor series,which includes • Battery charging systems and power adapters use in out-of-hospital and mobile applications • All batteries and battery paks,excluding CHARGE-PAK" • RELI"LIFEPAK 12 defibrillator/monitor series Charging Unit • New LUCAS'Chest Compression System • Masimo SET'Rainbow'patient cables and reusable sensors • New LIFEPAK 500T trainer • New TrueCPR' Coaching Device • New LIFEPAK CR-T trainer 180 Days: • Masimo'SET SPO2 only patient cables and reusable sensors 90 Days: • CHARGE-PAK Charging Unit(external system)for • Installed customer repair parts LIFEPAK CR Plus defibrillator • All other product accessories 30 Days: • Internal paddles and internal paddle handles (continued on back) Limited warranty time limits begin on the date of delivery to the First Owner.' Physio-Control warrants neither error-free nor interruption-free performance.The sole and exclusive remedy of the First Owner under this Limited Warranty is repair or replacement of defective material or workmanship at the option of Physio-Control.To quality for the repair or replacement,the product must have been continuously owned by the First Owner and not have been repaired or altered outside of an authorized Physio-Control factory in any way which, in the judgment of Physio-Control,affects its stability and reliability.The product must have been used in accordance with applicable operating instructions and in the intended environment or setting.The product must not have been subjected to misuse,abuse or accident. Physio-Control, in its sole discretion,will determine whether warranty service on the product will be performed in the field or through ship- in repair.For field repair,this warranty service will be provided by Physio-Control at the purchaser's facility or an authorized Physio-Control facility during normal business hours. For ship-in repair,all products and/or assemblies requiring warranty service should be returned to a location designated by Physio-Control,freight prepaid,and must be accompanied by a written, detailed explanation of the claimed failure. Products repaired or replaced under this warranty retain the remainder of the warranty period of the repaired or replaced Product. Except for the Limited Warranty provided above, PHYSIO-CONTROL MAKES NO WARRANTY,EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO,ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING FROM STATUTE,COMMON LAW,CUSTOMER OR OTHERWISE.THIS LIMITED WARRANTY SHALL BE THE EXCLUSIVE REMEDY AVAILABLE TO ANY PERSON. PHYSIO-CONTROL IS NOT LIABLE FOR INDIRECT,SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES(INCLUDING LOSS OF BUSINESS OR PROFITS)WHETHER BASED ON CONTRACT,TORT,OR ANY OTHER LEGAL THEORY. ANY LEGAL ACTION ARISING FROM THE PURCHASE OR USE OF PHYSIO-CONTROL PRODUCTS SHALL BE COMMENCED WITHIN ONE YEAR FROM THE ACCRUAL OF THE CAUSE OF ACTION, OR BE BARRED FOREVER. IN NO EVENT SHALL PHYSIO-CONTROL'S LIABILITY UNDER THIS WARRANTY OR OTHERWISE EXCEED THE GREATER OF$50,000 OR THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO THE CAUSE OF ACTION. Products are warranted in conformance with applicable laws. If any part or term of this Limited Warranty is held to be illegal, unenforceable or in conflict with applicable law by any court of competent jurisdiction, the validity of the remaining portions of the Limited Warranty shall not be affected, and all rights and obligations shall be construed and enforced as if this Limited Warranty did not contain the particular part or term held to be invalid. Some geographies,including certain US states,do not allow the exclusion or limitation of incidental or consequential damages,so the above limitation or exclusion may not apply to you.This Limited Warranty gives the user specific legal rights.The user may also have other rights which vary from state to state or country to country. 1 First Owner means the first purchaser or lessee of the products listed above,directly from Physio-Control,through a Physio-Control corporate affiliate,or from an authorized Physio-Control reseller,and includes the invoiced purchaser's corporate affiliates,and their respective employees,officers and directors. i, :,III ow eland oy Pwo 11any C,an lartoas 'f'N,,io i;(i flol at POR'ti2 1147 IU�).) 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