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22-57
Resolution No. 22-57 RESOLUTION AUTHORIZING EXECUTION OF A MASTER LEASE AGREEMENT WITH ZOLL MEDICAL CORPORATION FOR CARDIAC MONITORS AND ASSOCIATED EQUIPMENT 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 a Master Lease Agreement on behalf of the City of Elgin with Zoll Medical Corporation, for cardiac monitors and associated equipment, in a form as approved by the Corporation Counsel. David J. Kaptain,Mayor Presented: March 23, 2022 Adopted: Vote: Yeas Nays Recorded: Attest: Kimberly A. Dewis, City Clerk DocuSign Envelope ID: DFF53E8C-2820-41D7-91FB-689E1C8555CB ZOLL O N E PROGRAM Master Agreement Number CW2234027 MASTER LEASE AGREEMENT This Master Lease Agreement(together with all annexes,certificates,documents,exhibits,attachments and schedules attached hereto and hereby made a part hereof, referred to hereafter as this "Master Agreement" or"Lease") is hereby made and entered into the 23rd day of March,2022 by and between ZOLL Medical Corporation,a Massachusetts corporation("Lessor"),and the City of Elgin,Illinois,a municipal corporation("Lessee"). NOW,THEREFORE,for and in consideration of the mutual promises and covenants contained herein,the sufficiency of which is hereby mutually acknowledged,the parties hereto hereby agree as follows: 1.MASTER AGREEMENT;SCHEDULES.This Master Agreement sets forth the general terms and conditions upon which Lessor shall rent to Lessee and Lessee shall rent from Lessor the equipment("Equipment")set forth on and pursuant to the terms contained in Schedule Al and Exhibit A and Attachment A thereto,attached hereto and made a part hereof.Additionally,future rentals to Lessee by Lessor during the term of this Master Agreement shall be in substantively in the same form as Schedule Al.Each Schedule,when executed by Lessee and Lessor,will constitute a separate Lease. 2.INITIAL TERM AND TERM.The initial term of each Lease stated in and evidenced by a Schedule executed pursuant to this Section 2 ("Initial Term")will begin on the delivery date("Delivery Date")of the Equipment subject to that Lease and will continue for the period described in the applicable Schedule. 3. RENT;LATE CHARGES.As rent for the Equipment under any Lease Schedule,Lessee shall pay the amounts specified in the applicable Schedule on the due dates specified in the applicable Schedule.Lessee shall pay a sum of$78,871.20 in each of 10 annual installments. 4.LEASES NON-CANCELABLE;NET LEASES;WAIVER OF DEFENSES TO PAYMENT.Provided the Lessor has not defaulted or has not breached any of the terms and conditions of the Master Agreement and any Lease,Lessee agrees that it has an obligation to pay all rent and other amounts when due.Lessee is not entitled to abate,reduce or recoup rent or any other amount due,or to set off any charge against any such amount.Lessee hereby waives any recoupment,cross-claim,counterclaim or any other defense at law or in equity to any rent payment or other amount due with respect to any lease,whether any such defense arises out of this master agreement,provided Lessor has provided its deliverables set forth herein.There is no delay in payments due to a"test period"for the equipment,payments are due as set forth in Section 3. 5.EQUIPMENT RETURN REQUIREMENTS.Unless Lessee is purchasing the Equipment in accordance with the applicable Schedule, Lessee shall return the Equipment in accordance with this Section and shall remain obligated to pay Rent until the Equipment is returned. Not later than 5 days after the last day of the aggregate term of a Lease,including the Initial Term,any Renewal Term(as defined more fully in Schedule Al)and any optional or other automatic extension of the Initial Term or any Renewal Term("Total Term")of each Lease(and any other time Lessee is required to return Equipment to Lessor under the terms of this Master Agreement or any Schedule),for all Equipment to be returned to Lessor,Lessee shall(a)remove any Lessee labels,tags or other identifying marks on the Equipment and wipe clean or permanently delete all data contained on the Equipment,including,any data contained on internal or external drives,discs,or accompanying media,(b)pack the Equipment in accordance with the manufacturer's guidelines,and(c)deliver such Equipment to Lessor at any destination within the continental United States designated by Lessor. All dismantling, packaging, transportation, in-transit insurance and shipping charges shall be borne by Lessee.All Equipment shall be returned to Lessor in the same condition and working order as when delivered to Lessee,reasonable wear and tear excepted.Lessee shall be responsible for,and shall reimburse Lessor promptly on demand for,the cost of returning the Equipment to good working condition only in the event that the cause of the Equipment's failure to operate in good working condition is attributed to Lessee's negligent acts or omissions.The return of the Equipment,in accordance with this Section 5,shall constitute a full release by Lessee of any leasehold rights or possessory interest in the Equipment. 6.EQUIPMENT USE;MAINTENANCE AND ADDITIONS.Equipment shall be in good working order,repair and condition,and Lessor warrants that Equipment shall be in good merchantable working order,repair and condition upon delivery.Lessee shall,at its own expense,at all times during the applicable Total Term(a)operate and maintain the Equipment and all other collateral furnished by Lessee to secure Lessee's obligations under any Schedule ("Collateral") in good working order, repair and condition, and in accordance with the manufacturer's specifications and recommendations and all applicable laws and regulations,(b)maintain and enforce a maintenance agreement to service and maintain the Equipment, upon terms and with a provider reasonably acceptable to Lessor,such that the Equipment shall qualify for Maintenance Service at the time the Equipment is returned to Lessor,(c)make all alterations or additions to the Equipment required by any applicable law,regulation or order,and(d)purchase and use only accessories provided by Lessor with the Equipment.Lessee shall make no alterations or additions to the Equipment or other Collateral,except those that will not result in the creation of any security interest,lien or encumbrance on the Equipment or other Collateral or impair the value or use of the Equipment or other Collateral either at the time made or at the end of the Total Term of the applicable Lease,and that are readily removable without damage to the Equipment or other Collateral. DocuSign Envelope ID DFF53E8C-2820-41 D7-91 FB-689E1 C8555CB ZOLL ONE PROGRAM Master Agreement Number CW2234027 7.EQUIPMENT OWNERSHIP; LOCATION.As between Lessor and Lessee,Lessor is the sole owner of the Equipment and has sole title thereto.Lessee may not relocate any Equipment or other Collateral from the Equipment Location specified in the applicable Schedule within the United States without the prior written consent of Lessor. 8. RISK OF LOSS AND INSURANCE. Lessee assumes any and all risk of loss or damage to the Equipment after receipt, until such Equipment is returned to and received by Lessor in accordance with the terms and conditions of this Master'Agreement.Lessee agrees to keep the Equipment and other Collateral in its possession insured at Lessee's expense against all risks of loss from any cause whatsoever, including,loss by fire(including extended coverage),theft and damage,and such insurance shall cover not less than the(a)amount equal to the sum of all Rent and other amounts due and owing with respect to such Equipment as of the date of payment of such amount for the then remaining Term,plus the estimated total retail price that would be paid for any specified Equipment in an arm's length transaction ("Fair Market Value")as of the scheduled expiration of the then-applicable Term of the related Lease("Stipulated Loss Value")or(b)with respect to any other Collateral,the replacement value thereof.Lessee also agrees that it shall carry commercial general liability insurance in an amount not less than$5,000,000 total liability per occurrence.Lessee shall cause Lessor and its affiliates,and its and their successors and assigns,to be named loss payees with respect to property insurance and additional insureds with respect to commercial general liability insurance.Each policy shall provide that the insurance cannot be canceled without at least 30 days' prior written notice to Lessor. In the event of loss or claim,Lessee will be responsible for all deductibles and/or retentions.All insurance required by this Agreement shall include a waiver of rights of recovery against Lessor or its insurers by the Lessee and its insurers,as well as a waiver of subrogation against Lessor or its insurers. All insurance required by this agreement is primary and non-contributory to any other insurance maintained by Lessor.Upon written request, Lessee shall provide to Lessor(i)on or prior to the Delivery Date for each Lease,and from time to time thereafter throughout the Total Term of each Lease,certificates of insurance evidencing such insurance coverage,and(ii)upon Lessor's request,copies of the insurance policies. If Lessee fails to provide Lessor with such evidence,then Lessor will have the right,but not the obligation,to purchase such insurance protecting Lessor at Lessee's expense.Lessee's expense shall include the full premium paid for such insurance and any customary charges, costs or fees of Lessor,including but not limited to deductibles and retentions in the event of loss.Lessee agrees to pay such amounts in substantially equal installments allocated to each Rent payment. 9. CASUALTY LOSS. Lessee shall notify Lessor of any condemnation, taking, loss, destruction, theft or damage beyond repair of Equipment("Casualty Loss")or repairable damage to any Equipment not later than 5 days following the date of any such occurrence.In the event any Casualty Loss shall occur,on the next Rent payment date Lessee shall pay Lessor for the Equipment suffering the Casualty Loss the estimated total retail price that would be paid for the specified Equipment in an arm's length transaction as of the scheduled expiration of then applicable term of the related Lease("Casualty Loss Value").In the event of any Casualty Loss of Equipment,and following the Lessee's payment to the Lessor of the Casualty Loss Payment for the Equipment suffering the Casualty Loss,Lessor shall replace any such Equipment for Lessee at no additional charge to Lessee other than continuing rent as provided herein.In the event of any repairable damage to any Equipment,the Lease shall continue with respect to such Equipment without any abatement of Rent and Lessee shall at its expense cause such Equipment to be repaired to the condition it is required to be maintained in pursuant to Section 5 not later than 30 days from the date of the occurrence. 10.INSPECTION. Lessor and Lessor's agents shall have the right,from time to time,during Lessee's normal business hours by agreed appointment,to enter the premises where the Equipment is located for the purpose of inspecting the Equipment. 11.TAXES.Lessor shall report and pay all license and registration fees and all taxes,fees,levies,imposts,duties,assessments,charges and withholdings of any similar nature,however designated(including,any value added,transfer,sales,use,gross receipts,business,occupation, excise,personal property,real property,stamp or other taxes)("Taxes")now or hereafter imposed or assessed by governmental body,agency or taxing authority upon the purchase, ownership, delivery, installation, leasing, rental, use or sale of the Equipment, the Rent or other charges payable hereunder,or otherwise upon or in connection with any Lease,whether assessed on Lessor or Lessee,other than any such Taxes required by law to be reported and paid by Lessee.Notwithstanding anything to the contrary provided for herein,Lessor shall be liable solely for(a)Taxes on or measured by the overall gross or net income of Lessor,(b)as to any Lease or the related Equipment,Taxes attributable to the period after the return of such Equipment to Lessor,and(c)Taxes imposed as a result of a sale or other transfer by Lessor of any portion of its interest in any Lease or in any Equipment,including but not limited to for a sale or other transfer to Lessee or a sale or other transfer occurring after and during the continuance of any Lessee Default. 12. GENERAL INDEMNITY. Lessee shall indemnify, defend and hold harmless Lessor, its employees, officers, directors, agents and assignees from and against any and all third party claims to the extent directly caused by Lessee's negligence,acts of omissions,misconduct, or use of Equipment not in accordance with the Lessor's product operator's guide and other proper use under this Master Agreement. Any indemnity obligation set forth in this section shall be conditioned on Lessor(a) providing Lessee prompt notice of any such claim, (b) cooperate with Lessee in the defense of any such claim,(c)provide Lessee the opportunity to assume sole control of the defense and all negotiations for a settlement or compromise of the claim with counsel of its own choosing. Lessor has the option to participate in the defense of any such claim,at its own expense,provided it has no control of defense,negotiation,or settlement of any such claim. Lessee shall not be responsible for any settlement of any claim it does not approve in writing. 13.TAX BENEFIT INDEMNITY.Lessor and Lessee agree that Lessor is entitled to certain federal,state and local tax benefits available DocuSign Envelope ID: DFF53E8C-2820-41D7-91FB-689E1C8555CB ZOLL O N E PROGRAM Master Agreement Number CW2234027 to an owner of Equipment(collectively,"Tax Benefits").Lessee represents,warrants and covenants to Lessor that(a)Lessee is a tax-exempt entity(as defined in Section 168(h)of the Code)and has provided or will provide prior to the effective date of the Agreement,their applicable tax exemption certificate,otherwise applicable taxes will apply;(b)all Equipment will be used solely within the United States;and(c)Lessee will take no position inconsistent with the assumption that Lessor is the owner of the Equipment for federal,state,and local tax purposes.If, due to any act or omission of Lessee or any party acting through Lessee,or the breach or inaccuracy of any representation,warranty or covenant of Lessee contained the Master Agreement,Lessor reasonably determines that it cannot claim,is not allowed to claim,loses or must recapture any or all of the Tax Benefits otherwise available with respect to the Equipment subject to any Lease(a"Tax Loss"),then Lessee shall, if applicable, promptly upon demand, pay to Lessor an amount sufficient to provide Lessor the same after-tax rate of return and aggregate after-tax cash flow through the end of the then-applicable Term of such Lease that Lessor would have realized but for such Tax Loss except where the Lessor would not be entitled to such Tax Benefits. 14.LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT OTHERWISE SET FORTH HEREIN,THE PARTIES SHALL HAVE NO LIABILITY TO ANY OTHER PARTY, FOR ANY DAMAGES AT LAW OR IN EQUITY FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES BASED ON STRICT OR ABSOLUTE TORT LIABILITY OR A PARTY'S NEGLIGENCE ARISING OUT OF THIS MASTER AGREEMENT OR CONCERNING ANY EQUIPMENT OR SOFTWARE. LESSEE WAIVES ALL RIGHTS AND REMEDIES AGAINST LESSOR CONFERRED UPON LESSEE BY THE UCC IN LIEU OF THE RIGHTS AND REMEDIES SET FORTH HEREIN. 15.LESSEE REPRESENTATIONS AND COVENANTS.Lessee represents,warrants and covenants to Lessor that as of the date of this Master Agreement and for so long as this Master Agreement shall remain in effect: (a) ALL EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL,FAMILY OR HOUSEHOLD PURPOSES;(b)Lessee is duly organized, validly existing and in good standing under applicable law in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified;(c)Lessee has the power and authority to enter into the Master Agreement;(d)the execution,delivery and performance of the Master Agreement by Lessee have been duly authorized;(e)the execution,delivery and performance of the Master Agreement by Lessee do not:(i)conflict with any of Lessee's organizational documents, (ii)contravene,conflict with, constitute a default under or violate any laws applicable to the Lessee, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any governmental authority by which Lessee or any of its subsidiaries or any of their property or assets may be bound or affected,(iv)require any action by, filing, registration, or qualification with, or governmental approval from, any governmental authority; (f) the Master Agreement is enforceable against Lessee in accordance with their terms and do not violate or create a default under any instrument or agreement binding on Lessee;(g)as of the date of its execution of this Master Agreement and as of the Delivery Date of any Equipment, there are no pending or threatened actions or proceedings before any court,administrative agency or other governmental authority;(h)Lessee shall comply with the requirements of all applicable laws and regulations;(i)the Master Agreement shall be effective against all creditors of Lessee under applicable law,including fraudulent conveyance and bulk transfer laws,and shall raise no presumption of fraud;(j)all financial statements and other related information furnished by Lessee shall be prepared in accordance with generally accepted accounting principles consistently applied and shall fairly present Lessee's financial position as of the dates given on such statements;(k)Lessee's name set forth in the signature block below is Lessee's full and accurate legal name;(1)Lessee's form and jurisdiction of organization,"location"(within the meaning of UCC Section 9-307),organization number and federal tax identification number are as set forth on Annex A hereto.Lessee agrees to provide Lessor advance written notice of any change in any of the representations and covenants set forth in clauses(g)through(1) of this Section 15. 16.DEFAULT.Any of the following shall constitute a default by Lessee(a"Lessee Default")under this Master Agreement and all Leases: (a)Lessee fails to pay any Rent payment or any other amount payable to Lessor under this Master Agreement or any Schedule on the date due; or(b) Lessee defaults on or breaches any of the other terms and conditions of the Master Agreement and all Leases; or(c) any representation or warranty made by Lessee in the Master Agreement proves to be incorrect,false or misleading when made or deemed made: or(d)any change occurs in relation to Lessee's,or any guarantor of all or any portion of Lessee's obligations under the Master Agreement or any Lease("Guarantor's"),business,management,ownership or financial condition that would have a material adverse effect on Lessee's ability to perform its obligations under this Master Agreement or any Schedule or Guarantor's ability to perform its obligations under its guaranty;or(e)Lessee or Guarantor dissolves or otherwise terminates its existence,ceases to do business or becomes insolvent or fails generally to pay its debts as they become due;or(f)any Collateral is levied against,seized or attached;or(g)Lessee or Guarantor makes an assignment for the benefit of creditors; or (h) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency or receivership law is filed by or against Lessee or Guarantor(and,if such proceeding is involuntary,it is not dismissed within 60 days after the filing thereof)or Lessee or Guarantor takes any action to authorize any of the foregoing matters;or(i)any letter of credit or guaranty issued in support of a Lease is revoked,breached,cancelled or terminated(unless consented to in advance in writing by Lessor);or(j)any Guarantor fails to fulfill its obligations in favor of Lessor pursuant to its guaranty;or(k)Lessee merges or consolidates with any other corporation or entity,or sells,rents or disposes of all or substantially all of its assets without the prior written consent of Lessor. Any of the following shall constitute a default by Lessor(a"Lessor Default")under this Master Agreement and all Leases:(a)Lessor defaults on or breaches any of the terms and conditions of the Master Lease and all Leases;or(b)any representation or warranty made by Lessor in the Master Lease proves to be incorrect,false or misleading when made or deemed made. DocuSign Envelope ID:DFF53E8C-2820-41D7-91FB-689E1C8555CB ZOLL ONE PROGRAM Master Agreement Number CW2234027 17.REMEDIES.If a Lessee Default occurs,Lessor may, in its sole discretion upon a thirty(30)day notice by Lessor to Lessee and an opportunity for Lessee to cure any default within thirty(30)days of such notice,exercise one or more of the following remedies:(a)declare all amounts due and to become due under any or all Leases to be immediately due and payable;(b)terminate this Master Agreement or any Lease;(c)upon reasonable advance notice to Lessee,take possession of,or render unusable,any Collateral wherever such Collateral may be located,without demand or notice and without any court order or other process of law,and no such action shall constitute a termination of any Lease;(d)require Lessee to deliver the Collateral to a location specified by Lessor;(e)declare the Stipulated Loss Value for any or all Equipment to be due and payable as liquidated damages for loss of a bargain and not as a penalty and in lieu of any further Rent payments under the applicable Lease or Leases;(f)proceed by court action to enforce performance by Lessee of any Lease and/or to recover all damages and expenses incurred by Lessor as_specified herein by reason of any Lessee Default;(g)terminate any other agreement that Lessor may have with Lessee;or(h)exercise any other right or remedy available to Lessor at law or in equity.Upon repossession or surrender of any Equipment or Collateral,Lessor may rent,sell or otherwise dispose of the Equipment and/or Collateral in a commercially reasonable manner, with or without notice and at public or private sale,and apply the net proceeds thereof to the amounts owed to Lessor hereunder,but only after deducting(1)in the case of a sale,the estimated Fair Market Value of the Equipment sold as of the scheduled expiration of the then- applicable Term of the related Lease, (2) in the case of a rent, the rent due for any period beyond the scheduled expiration of the then- applicable Term of the related Lease,and(3)in either case,all expenses incurred by Lessor in connection therewith,or to retain any or all of the Equipment and/or Collateral in full or partial satisfaction,as the case may be,of amounts owed to Lessor hereunder;provided,however, that Lessee shall remain liable to Lessor for any deficiency that remains after any sale,rent or retention by Lessor of such Equipment or other Collateral.Any proceeds of any sale or rent of such Equipment in excess of the amounts owed to Lessor hereunder shall be retained by Lessor. Lessee agrees that with respect to any notice of a sale required by law to be given, 10 days'notice shall constitute reasonable notice.Upon payment of all past due Rent and the Stipulated Loss Value as provided in clause(e)above,from the date declared due until paid,Lessor will transfer to Lessee all of Lessor's interest in the Equipment for which such Rent and Stipulated Loss Value has been paid.,which transfer shall be on an"AS IS,WHERE IS"basis,without any warranty,express or implied,from Lessor,other than the absence of any liens or claims by or through Lessor.With respect to any exercise by Lessor of its right to recover and/or dispose of any Equipment or other Collateral securing Lessee's obligations under any Schedule,Lessee acknowledges and agrees as follows:(i)Lessor shall have no obligation,subject to the requirements of commercial reasonableness,to clean-up or otherwise prepare the Equipment or any other Collateral for disposition,(ii) Lessor may comply with any applicable state or Federal law requirements in connection with any disposition of the Equipment or other Collateral,and any actions taken in connection therewith shall not be deemed to have adversely affected the commercial reasonableness of any such disposition,and(iii)Lessor may convey the Equipment and any other Collateral on an"AS IS,WHERE IS"basis,and without limiting the generality of the foregoing,may specifically exclude or disclaim any and all warranties,including any warranty of title or the like with respect to the disposition of the Equipment or other Collateral,and no such conveyance or such exclusion or such disclaimer of any warranty shall be deemed to have adversely affected the commercial reasonableness of any such disposition.These remedies are cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise and may be enforced concurrently or separately from time to time. If a Lessor default occurs,Lessee may,in its sole discretion,following a thirty(30)day notice by Lessee to Lessor and an opportunity for Lessor to cure any such default within thirty(30)days of such notice,exercise one or more of the following remedies:(a)terminate this Master Agreement and any Lease;or(b)exercise any other right or remedy available to Lessee at law or in equity. Upon Lessee's termination of this Master Agreement,Lessee shall owe no further payments to Lessor provided that all Equipment provided under this Master Agreement is surrendered by Lessee or repossessed by Lessor in a manner set forth by the foregoing before the next annual payment term or within thirty(30)days whichever is later. 18.TRUE LEASE;SECURITY INTEREST.LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES OTHERWISE GRANTED TO LESSEE BY UCC§§2A 508 THROUGH 2A 522 IN LIEU OF THE RIGHTS AND REMEDIES SET FORTH HEREIN. If and to the extent that this Master Agreement is deemed a security agreement,Lessee hereby grants to Lessor, its successors and assigns, a security interest in all of Lessee's rights under and interest in the Equipment,all additions to the Equipment,and all proceeds of the foregoing.Such security interest secures all obligations owing by Lessee to Lessor.Lessee authorizes Lessor and any assignee of all or any portion of Lessor's interest in the Master Agreement("Assignee")to file UCC financing statements disclosing Lessor's or Assignee's interest in the Equipment and in any"Additional Collateral"set forth in any Schedule.Lessee shall provide Lessor with at least 45 days'prior written notice of any change to Lessee's principal place of business,organization or incorporation. 19.ASSIGNMENT.Lessee shall not transfer,sublease,or assign any of its rights or obligations under the Master Agreement or any Lease. 20.TERM OF MASTER AGREEMENT.THIS MASTER AGREEMENT SHALL COMMENCE AND BE EFFECTIVE UPON THE EXECUTION HEREOF BY BOTH PARTIES AND SHALL CONTINUE IN EFFECT UNTIL THE EXPIRATION OF THE INITIAL TERM SET FORTH IN THE MASTER LEASE SCHEDULE.HOWEVER,NO TERMINATION OF THIS MASTER AGREEMENT PURSUANT TO THE PRECEDING SENTENCE SHALL BE EFFECTIVE WITH RESPECT TO ANY LEASE THAT COMMENCED PRIOR TO SUCH TERMINATION UNTIL THE EXPIRATION OR TERMINATION OF SUCH LEASE AND THE SATISFACTION BY LESSEE OF ALL OF ITS OBLIGATIONS HEREUNDER WITH RESPECT THERETO. 21.WAIVER OF JURY TRIAL.LESSEE AND LESSOR HEREBY EXPRESSLY WAIVE ANY RIGHT TO DEMAND A JURY DocuSign Envelope ID:DFF53E8C-2820-41D7-91FB-689E1C8555CB ZOLL ONE PROGRAM Master Agreement Number CW2234027 TRIAL WITH RESPECT TO ANY ACTION IN CONNECTION WITH THIS MASTER AGREEMENT. 22.NOTICES.All notices required or permitted to be given under this Master Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or mailed via certified mail or a nationally recognized overnight courier service to the respective addresses set forth on Annex A hereto(or such other address or fax number as either party shall so notify the other). 23.MISCELLANEOUS. (a)Perfect Security Interest in Equipment. Lessee consents to execute and timely deliver to Lessor any documents that Lessor deems reasonably necessary under applicable law to perfect or protect Lessor's security interest in the Collateral or to evidence Lessor's ownership interest therein as the case may be;provided,however,that Lessee authorizes Lessor to file any such financing statement or any amendment or continuation thereof or other document without Lessee's authentication to the extent permitted by applicable law.It is also agreed that Lessor or Lessor's agent may,and is hereby authorized to,file as a financing statement,any rent document(or copy thereof,where permitted by law)that Lessor deems appropriate to perfect or protect Lessor's security interest in the Collateral or to evidence Lessor's ownership interest therein. (b)Entire Agreement;Amendments.This Master Agreement including the Master Lease Agreement,Annex A,Schedule Al The Master Lease Agreement Schedule and the various exhibits and attachments thereto constitutes the entire agreement between Lessor and Lessee relating to the leasing of the Equipment,and supersede all prior agreements relating thereto,whether written or oral,and may not be amended or modified except in a writing signed by the parties hereto. (c)No Waiver.Any failure of either party to require strict performance by the other hereto,or any written waiver by either party hereto of any provision hereof,shall not constitute consent or waiver of any other breach of the same or any other provision hereof. (d)Invalidity.If any provision of this Master Agreement shall be prohibited by or invalid under law,such provision shall be ineffective only to the extent of such prohibition or invalidity,without invalidating the remainder of such provision or the remaining provisions of this Master Agreement,such Schedule or other Fundamental Agreement. (e)Counterparts.The Master Agreement may be executed in counterparts,and,when so executed,each counterpart shall be deemed to be an original and such counterparts together shall constitute one and same instrument.The original of each Schedule shall constitute chattel paper for purposes of the UCC.If there are multiple originals of a Schedule,the one marked"Lessor's Copy"or words of similar import shall constitute the only chattel paper. (I)Survival.All obligations to make payments to,or to indemnify shall survive the cancellation or termination of this Master Agreement. (g)Non-Appropriation.If Lessee is a state/local government,Lessee represents that it has funds available to pay Rent until the end of its then-current appropriation period,and that Lessee intends to request funds to make payments in each appropriation period from now until the end of the Total Term.If either sufficient funds are not appropriated to make payments or any other amounts due under this Lease or(to the extent required by-applicable law)this Lease is not renewed either automatically or by mutual ratification,this Lease shall terminate and Lessee shall not be obligated to make payments under this Lease beyond the then-current fiscal year for which funds have been appropriated. Upon such an event,Lessee shall,no later than the end of the fiscal year for which payments have been appropriated or the term of this Lease has been renewed, deliver possession of the Equipment to Lessor. If Lessee fails to deliver possession of the Equipment to Lessor,the termination shall nevertheless be effective but Lessee shall be responsible,to the extent permitted by law and legally available funds,for the payment of damages in an amount equal to the portion of Rent thereafter coming due that is attributable to the number of days after the termination during which Lessee fails to deliver possession and for any other loss suffered by Lessor as a result of Lessee's failure to deliver possession as required.Lessee shall notify Lessor-in writing within seven days after(i)Lessee's failure to appropriate funds sufficient for the payment of the Rent or(ii)to the extent required by applicable law,(a)this Lease is not renewed or(b)this Lease is renewed by Lessee (in which event this Lease shall be mutually ratified and renewed),provided that Lessee's failure to give any such notice under clause(i)or (ii)of this sentence shall not operate to extend this Lease or result in any liability to Lessee. 24.LAWNENUE.This agreement is subject to and governed by the laws of the State of Illinois.Lessor agrees that service by first class U.S.mail to ZOLL Medical Corporation,269 Mill Road,Chelmsford,MA 01824-4105 shall constitute effective service. 24.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. 25.EXECUTION.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 DocuSign Envelope ID DFF53E8C-2820-41D7-91FB-689E1C8555CB ZOLL ONE PROGRAM Master Agreement Number CW2234027 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 Pax 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. 26.LIMITATION OF DAMAGES. In no event shall either party be liable for any monetary damages in excess of the purchase price contemplated by this agreement.In no event shall either party be liable for any consequential,special or punitive damages,or any damages resulting from loss of profit. 27.TRANSFER OF TITLE/RISK.All transportation and delivery shall be at Lessee's sole expense. 28.INDEMNIFICATION.To the fullest extent permitted by law and as specified by this Agreement,Lessor agrees to and shall indemnify, defend and hold harmless the Lessee,its officers,employees,boards and commissions from and against any and all third party claims,suits, judgments,costs,attomey's fees,damages or any and all other relief or liability(collectively"Claims")to the extent directly caused by a defect in the product or any negligent acts or omissions of Lessor or Lessor's officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered hereunder. Any indemnity obligations set forth in this section shall be conditioned on Lessee(a)providing Lessor with prompt notice of any such Claim.(b)cooperate with Lessor in the defense of any such Claim,and(c)shall provide Lessor the opportunity to assume sole control over the defense and all negotiations for a settlement or compromise of the Claim with counsel of its own choosing.Lessee has the option to participate in the defense of any Claim,at its own expense, provided it shall have no control of defense, negotiation,or settlement of any Claim. Lessor shall not be responsible for any settlement of a any claim it does not approve in writing. IN WITNESS WHEREOF,LESSEE AND LESSOR HAVE EXECUTED THIS MASTER AGREEMENT ON THE DATES SPECIFIED BELOW. LESSEE:City of Elgin,Illinois LESSOR:ZOLL Medical Corporation ,� J !! er.B : Z 1 U.YOt n :N/�l' !kd By: cDoeselonod sof.K.Hasa U F63C314F1H811C-. Steven K. Flora Name: Richard G.Kozal Name: Title: City Manager Title:Senior vice President, vice President N.A. Sales Date: March 23,2022 3/29/2022 Date: At st: ity Clerk Legal Dept\Agreement\Zoll Medical Master Lease Agr-Clean-3-28-22.docx DocuSign Envelope ID: DFF53E8C-2820-41D7-91FB-689E1C8555CB ZOLL ONE PROGRAM Master Agreement Number CW2234027 Annex A to Master Agreement MASTER LEASE AGREEMENT ANNEX A Notice Information: If to Lessor: If to Lessee: ZOLL Medical Corporation City of Elgin,Illinois 269 Mill Road 550 Summit Street Chelmsford,MA 01824-4105 Elgin,IL 60120 Attn:Contracts Department Attn:Michael Oine Nancy Branco (847)931-6177 oine_m@cityofelgin.org With a copy to: City of Elgin 150 Dexter Court Elgin,IL 60120 Attn: Corporation Counsel 847-931-5655 cogley_w@cityofelgin.org Lessee's Information:Lessee hereby represents and warrants,as of the date of the Master Agreement and each Schedule(subject to any updates provided to Lessor): a. The exact legal name of Lessee,as set forth in its formation documents,is City of Elgin,Illinois: b. Lessee is a municipal corporation and is organized in the State of Illinois c. Lessee's organizational identification number assigned to it by its jurisdiction of organization is N/A d. Lessee's federal tax identification number is 36-6005862 e. Lessee's"location"within the meaning of UCC Section 9-307 is 150 Dexter Court,Elgin,IL 60120. DocuSign Envelope ID: DFF53E8C-2820-41D7-91FB-689E1C8555CB ZOLL ONE PROGRAM Master Agreement Number CW2234027 Schedule Al to Master Agreement COUNTERPART NO. 1.TO THE EXTENT THAT THIS SCHEDULE CONSTITUTES CHATTEL PAPER(AS DEFINED IN THE UCC),NO SECURITY INTEREST IN THIS SCHEDULE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO.1. Internal Reference Number: Q-22824 MASTER LEASE AGREEMENT SCHEDULE ZOLL Medical Corporation("Lessor")and the City of Elgin,Illinois,("Lessee")are parties to the Master Lease Agreement identified by the Master Agreement Number specified above(the"Master Agreement"). This Schedule(which shall be identified by the Schedule Number specified above)and the Master Agreement together comprise a separate Lease between the parties.The terms and conditions of the Master Agreement are hereby incorporated by reference into this Schedule.All capitalized terms used in this Schedule without definition have the meanings ascribed to them in the Master Agreement. 1. LEASE. A. Description of Items of Leased Equipment are listed on Exhibit A Equipment List attached hereto. B. Initial Term: 120 Months 2. Lease Amount:$78.871.20(payment amount includes applicable taxes).Lessee is a tax-exempt governmental body. Amount is payable: in arrears_monthly_quarterly.,annually(check one) The first annual payment is due no later than January 2,2023. Lessee shall pay Lessor the Rent payment specified above for the first year of the Initial Term within thirty(30)days after the delivery of the Equipment and annually thereafter on the same date or on the last day of the calendar month if the month does not contain that date. Lessor will provide a one-time replacement option for each category of device.Within the first sixty(60)months of the Lease,Lessee may replace all capital equipment provided under Exhibit A for the then available version of the corresponding device or,should a new platform be available,with the new platform of like configuration.A second allotment of accessories and disposables will be provided,in the same quantity as the original order,within ninety(90)days of the sixtieth (60'h) month of the agreement. As part of their one-time replacement option, Lessee may elect to replace all categories of equipment simultaneously or separately.However,each category of equipment(i.e.Vents,AP,X Series)must be replaced in full at the same time.For example,if Customer has five(5)Vents,they may not replace one(1)at a time,they must replace all five at the same time.For clarity,it should be noted that the initial term of this Agreement is 10-years for all items including subscriptions.All quoted items,including subscriptions and purchased warranties,may also be extended or transferred to any new equipment leased under the terms of this paragraph. Any additional items not listed in Exhibit A are the financial responsibility of Lessee. 3. LEASE PACKAGE:(if no blank is checked,Lessor will return the Equipment as provided in Section 5 at the end of the Initial Term) Rental X Fair Market Value 4. EQUIPMENT LOCATION:550 Summit Street,Elgin,IL 60120 5. LESSEE'S END-OF-LEASE-TERM OPTIONS. (a) Rental.If the Rental option is selected above,and unless Lessee delivers to Lessor a termination notice ninety(90)days before the expiration of the relevant term,the initial term shall,without any additional notice or documentation,be automatically extended for successive calendar months("Renewal Term")with respect to all items of equipment then subject to this Rental through the end of the month falling at least ninety(90)days after the date the Lessee shall have delivered to Lessor a termination notice with respect to this Rental.For each calendar month of the then-applicable Renewal Term,Lessee shall pay to Lessor rent in an amount equal to the monthly rent payment in effect immediately prior to such extension(or the appropriate pro rata portion of the rent payment then in effect in the case of rent payable other than on a monthly basis),and all other provisions of the Master Agreement and this Schedule shall continue to apply. (b) Fair Market Value Option.If the Fair Market Value option is selected above,upon expiration of the Term and provided that the Lease has not been terminated early by Lessor and Lessee is in compliance with the Lease in all respects,Lessee may purchase all(but not less than all)of the Equipment,for the purchase amount that represents the Fair Market Value as defined in Section 8 of the Master Agreement (plus all applicable Taxes),which amount shall be due and payable on or before the last day of the then-applicable Term.If the Lessee does not elect to purchase the Equipment for the purchase amount,the Lessee may either(a)return the Equipment in accordance with Section 5 of the Master Agreement,or(b)continue making payments in an amount equal to the rent payment obligations in effect immediately prior to the end of the Initial Term and all other provisions of the Master Agreement and this Schedule shall continue to apply.In the event of option(b)where Lessee continues making rent payments,a Renewal Term will apply and will continue through the end of the calendar month falling at least ninety(90)days after the date the Lessee shall have delivered to Lessor a termination notice during the Renewal Term with respect to this Lease.In the event Lessor and Lessee are unable to agree on the Fair Market Value of any Units of Equipment,Lessor shall,at Lessee's expense,select an independent appraiser to conclusively determine such amount. DocuSign Envelope ID:DFF53E8C-2820-41D7-91FB-689E1C8555CB ZOLL ONE PROGRAM Master Agreement Number CW2234027 IF LESSEE SHALL HAVE SELECTED PURCHASE OPTION B ABOVE WITH RESPECT TO A LEASE,BUT SHALL HAVE SUBSEQUENTLY FAILED TO COMPLY WITH ITS OBLIGATIONS ARISING FROM ITS ELECTION,THEN THE THEN-APPLICABLE TERM OF THIS LEASE SHALL, WITHOUT ANY ADDITIONAL NOTICE OR DOCUMENTATION,BE AUTOMATICALLY EXTENDED FOR A RENEWAL TERM WITH RESPECT TO ALL ITEMS OF EQUIPMENT AS TO WHICH LESSEE SHALL HAVE SO FAILED TO COMPLY WITH ITS OBLIGATIONS THROUGH THE END OF THE CALENDAR MONTH IN WHICH LESSEE SHALL HAVE COMPLIED WITH SUCH OBLIGATIONS.FOR EACH CALENDAR MONTH OF THE RENEWAL TERM,LESSEE SHALL PAY TO LESSOR RENT IN AN AMOUNT EQUAL TO THE MONTHLY RENT PAYMENT IN EFFECT IMMEDIATELY PRIOR TO SUCH EXTENSION(OR THE APPROPRIATE PRO RATA PORTION OF THE RENT PAYMENT THEN IN EFFECT IN THE CASE OF RENT PAYABLE OTHER THAN ON A MONTHLY BASIS),AND ALL OTHER PROVISIONS OF THE MASTER AGREEMENT AND THIS SCHEDULE SHALL CONTINUE TO APPLY. Notwithstanding any of the provisions of this Section 5 to the contrary,if any Lessee Default shall have occurred and be continuing at any time during the last 90 days of the then-applicable Term of this Lease,Lessor may cancel any Renewal Term or optional or other automatic extension of the then-applicable Term immediately upon written notice to Lessee. 6. ADDITIONAL PROVISIONS LESSOR AGREES TO LEASE TO LESSEE AND LESSEE AGREES TO LEASE FROM LESSOR THE EQUIPMENT DESCRIBED IN SECTION 1.A ABOVE.SUCH LEASE WILL BE GOVERNED BY THE MASTER AGREEMENT AND THIS SCHEDULE,INCLUDING THE IMPORTANT ADDITIONAL TERMS AND CONDITIONS SET FORTH ABOVE.IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS SCHEDULE AND THE MASTER AGREEMENT,THE TERMS OF THIS SCHEDULE SHALL GOVERN. LESSEE:City of Elgin,Illinois LESSOR:ZOLL Medical Corporation �I Dooueign<d by: By: eick�d �j �'(,a j /a) By: Csgew.K. fle,.� '�`�"' FODC311F18E841C... Name: Richard G.Kozal Name: Steven K. Flora Title: City Manager Title: Senior vice President, vice President N.A. Sales Date: March 23,2022 Date: 3/29/2022 At si City Clerk DocuSign Envelope ID:DFF53E8C-2820-41D7-91FB-689E1C8555CB ZOLL ONE PROGRAM Master Agreement Number CW2234027 EXHIBIT A Equipment List Item Part Number Description Quantity 1 601-2231111-01 X Series Advanced Monitor/Defibrillator-12-Lead ECG,Pacing,SpO2,SpCO, 13 EtCO2,BVM,NIBP,CPR Expansion Pack 2 8300-000676 OneStep Cable,X Series 13 3 8009-0020 CPR-D-padz and CPR Stat Padz Connector for R Series 13 4 8000-0895 Cuff Kit with Welch Allyn Small Adult,Large Adult and Thigh Cuffs 13 5 8000-001392 Masimo rainbow©RC-4-4FT,Reusable EMS Patient Cable 25 6 8000-000371 rainbow®DCI®SpO2/SpCO/SpMet Adult Reusable Sensor with connector(3 ft) 25 7 8000-0580-01 Six hour rechargeable Smart battery 26 8 8200-000100-01 Single Bay Charger for the SurePower and SurePower II batteries 7 9 8778-89044-WF X Series-Worry-Free Service Plan-10 Years On-Site At Time of Sale 13 10 8707-000502-01 X Series Accessory Carry Case-Printer Chute with Single Zipper 13 11 6008-9901-61 ZOLL X Series Trade In Allowance(EMS Group) 2 12 6008-9901-61 ZOLL X Series Trade In Allowance(EMS Group) 11 DocuSign Envelope ID:DFF53E8C-2820-41D7-91FB-689E1C8555CB /-1l�H M E N T A ZOLL Medical Corporation ZOLL269 Mill Road Chelmsford, MA 01824-4105 Federal ID#04-2711626 C� Phone: (800)348-9011 Fax: (978)421-0015 Internal ZOLL Reference Quote No: Q-22824 Email:esales@zoll.com City of Elgin Illinois, Fire Department Issued Date: January 24,2022 550 Summit Street Expiration Date: March 19,2022 Elgin, IL60120 Prepared by:Caroline Guibord Michael Oine EMS Territory Manager (847)931-6177 cguibord@zoll.com oine_m@cityofelgin.org ZOLL Medical is pleased to offer the City of Elgin, Illinois Fire Department the following special ZOLL One financing for the capital equipment (and associated accessories) outlined in the Capital Equipment, Software, and Warranty List below. A full list of individual included items begins on Page 2. Capital Equipment and Warranty List Part Number Description Quantity 601-2231111-01 X Series Advanced Monitor/Defibrillator-12-Lead ECG, Pacing, 13 Sp02,SpCO, EtCO2, BVM, NIBP,CPR Expansion Pack 8778-89044-WE X Series-Worry-Free Service Plan-10 Years On-Site At Time 13 of Sale 6008-9901-61 ZOLL X Series Trade In Allowance(EMS Group) 2 6008-9901-61 ZOLL X Series Trade In Allowance(EMS Group) 11 Structure ZOLL One Payment Term 10 Years Payment Mode Annually Payment Amount $78,871.20 Pending credit and financial approval. First payment is due Net 30 Days from date of shipment. Payment amount does not include applicable taxes A signed Master Lease Agreement is required in order to execute this purchase. ZOLL One Financing Benefits Include: • Technology Protection(one time upgrade to new • Set payment for the life of the agreement equipment) • Additional discounts on disposables • Worry Free Warranty, including accidental damage • Flexible end of term options including: coverage o Purchase of all equipment at its then Fair Market • Battery Replacement Program Value • Clinical Education, Training, and Deployment o Renew the lease at its then Fair Market Value • Data Engineering Consultation o Return the equipment to ZOLL • Capital Budget Relief 1 DocuSign Envelope ID: DFF53E8C-2820-41D7-91FB-689E1C8555CB ZOLL Medical Corporation 269 Mill Road Chelmsford, MA 01824-4105 ZOLL Federal ID#04-2711626 Phone: (800)348-9011 City of Elgin Illinois, Fire Department Fax: ales zoll.c 15 Email:esales@zoll.com Internal ZOLL Reference Quote No: Q-22824 The following items represent the devices, accessories, software, and warranty options included in the lease summary on page one. Item Part Number Description Quantity 1 601-2231111-01 X Series Advanced Monitor/Defibrillator-12-Lead ECG,Pacing,SpO2,SpCO, 13 EtCO2,BVM,NIBP,CPR Expansion Pack 2 8300-000676 OneStep Cable,X Series 13 3 8009-0020 CPR-D-padz and CPR Stat Padz Connector for R Series 13 4 8000-0895 Cuff Kit with Welch Allyn Small Adult,Large Adult and Thigh Cuffs 13 5 8000-001392 Masimo rainbow®RC-4-4FT,Reusable EMS Patient Cable 25 6 8000-000371 rainbow®DCI®Sp02/SpCO/SpMet Adult Reusable Sensor with connector(3 ft) 25 7 8000-0580-01 Six hour rechargeable Smart battery 26 8 8200-000100-01 Single Bay Charger for the SurePower and SurePower II batteries 7 9 8778-89044-WF X Series-Worry-Free Service Plan-10 Years On-Site At Time of Sale 13 10 8707-000502-01 X Series Accessory Carry Case-Printer Chute with Single Zipper 13 11 6008-9901-61 ZOLL X Series Trade In Allowance(EMS Group) 2 12 6008-9901-61 ZOLL X Series Trade In Allowance(EMS Group) 11 2 DocuSign Envelope ID.DFF53E8C-2820-41D7-91FB-689E1C8555CB ATTACHMENT A Worry-Free Service Plan for All Capital Equipment WORRY-FREE SERVICE PLAN The following repair services for capital equipment included in Exhibit A are included under the Worry-Free Service Plan.Should a device be deemed unrepairable, based on ZOLL's generally accepted technical support practices, replacement of said device shall be the responsibility of lessee. 1. Field Preventive Maintenance at Customer's facility,including: • Provide documentation for regulatory agencies • Manage and track Customer's PM schedule • Test all device parameters • Identify and/or troubleshoot potential issues and make recommendations • Troubleshoot device(s)and/or accessories under contract • Inspect battery chargers and review battery management as required 2. Telephone Support 24/7 3. General software updates 4. Free loaner equipment as required 5. Technical support 6. Waiver of shipping and handling fees 7. Waiver of Minimum Service Fee 8. Discounted Prices • Discounted accessories and cables(27%discount) • Discounted Lithium-ion SurePower II batteries(27%discount) • Discounted(27%discount)parameter upgrade,such as SPO2,ETCO2,and temp upgrades,subject to a formal service quotation agreed upon by both parties. 9. Repair or replacement of parts within the charger that are subject to normal wear and burnout during use, including but not limited to,lamps,fuses,batteries,patient cables and accessories. 10. Repair or replacement(at ZOLL's sole option), at no charge to the Customer, of the charger if it is affecting the integrity of the device. 11. SurePower chargers(parts and labor covered for normal wear and tear) 12. ECG 12-lead cable replacement upon failure, (excluding physical damage),one replacement per unit per year 13. On-site Support including evaluation and packing of device for return to ZOLL's Service Depot • On-site Support—48-72 hour response.Includes authorized on-site device repairs for all capital equipment included in Exhibit A, evaluation,packing of device for return to ZOLL's Service Depot. • In the event of a reported device malfunction,the device should be made available to the Field Service Engineer("FSE")during the scheduled visit at one of the two centrally located stations. • A primary and back-up contact must be provided to the FSE for all communication. • Routine service inspections will be carried out on Customer site during normal working hours (8.30am — 5.30pm, Monday — Friday). • Outside of normal business hours arrangements are available by request only.ZOLL reserves the right to charge additional fees for such services,to be agreed between ZOLL and Customer. • The postponement of a routine service inspection shall not diminish Customer's responsibility for the continued proper use and upkeep of the equipment,in accordance with the applicable user manuals. 14. On-site device deployment when repaired unit is returned 15. Lithium-ion SurePower II Battery replacement(upon end of life),subject to the following: 3 DocuSign Envelope ID: DFF53E8C-2820-41D7-91FB-689E1C8555CB ATTACHMENT A • Batteries must be maintained per ZOLL's recommended maintenance program • Batteries are replaced upon failure,one for one,throughout the term of the ExpertCare Service contract, should the SurePower battery or SurePower Charger display a fault. • Batteries must be evaluated,and the failure confirmed by ZOLL Technical Support and/or an on-site field service technician. • Up to three batteries per device will be covered for batteries acquired from ZOLL in last 24 months.(When service plan purchased post-sale.) • For batteries acquired from ZOLL over 24 months ago,one battery per device will be covered.(When Service Contract purchased post-sale) 16. Accidental damage coverage.Includes one device outer housing replacement per year per device.Catastrophic damage beyond repair will not be covered. ZOLL's regular service charges shall apply if device is in need of a second outer housing replacement within 12 months of previous outer housing replacement,providing device is still under Worry-Free Service plan. ON-SITE SUPPORT OPTION 17. On-site Support,including evaluation and packing of device for return to ZOLL's Service Depot • On-site Support—48-72 hour response.Includes authorized on-site device repairs for all capital equipment included in Exhibit A, evaluation,packing of device for return to ZOLL's Service Depot. • In the event of a reported device malfunction,the device should be made available to the Field Service Engineer("FSE")during the scheduled visit at one of the two centrally located stations. • A primary and back-up contact must be provided to the FSE for all communication. • Routine service inspections will be carried out on Customer site during normal working hours(8.30am—5.30pm EST,Monday —Friday). • Outside of normal business hours arrangements are available by request only.ZOLL reserves the right to charge additional fees for such services,to be agreed between ZOLL and Customer. • The postponement of a routine service inspection shall not diminish Customer's responsibility for the continued proper use and upkeep of the equipment,in accordance with the applicable user manuals. 18. On-site device deployment when repaired unit is returned. 19. ECG 12-lead cable replacement upon failure(excluding physical damage),one replacement per unit per year 4