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HomeMy WebLinkAbout215893 STERIS CORP - CONTRACT - CONTRACT - 316092424 West 23RD Street, Erie, PA 16506 Ph: 814-835-2619/Fax: 814-870-8841 �:1 f l`• �q To: Keith Elmund From: HELEN HARPER City of Fort Collins PH: 814-835-2619 Fort Collins, CO FX: 814-870-8841 Fax: w 970-221-6619 Pages: 10 Phone: 970-416-2150 Date: October 30, 2007 Re: MULTI -YEAR PROPOSAL cc: O Urgent OO For Review ❑ Please Comment ❑ Please Reply Dear Mr. Elmund: Opal Dick asked me to forward the enclosed renewal for your Preventive Maintenance Agreement. We are pleased to provide you with a Multi -Year pIan. For this multi -year agreement, pricing has been discounted and will be held for 3 years, if accepted. We can accept a new PO each year you're your preferred billing frequency. At present, our standard price increase is 6.5% per year, so we are hoping you will select the 3 year plan to lock in the discounted pricing. (As stated, we will accept a new PO each year if you cannot generate a 3 Year PO.) Please indicate the billing frequency on your PO (annually or quarterly or monthly), as well as contract dates. If you accept this agreement, please sign next to "Subscriber" and fax back to me along with your purchase order, or PO# written thereon. We cannot activate the agreement without your acceptance. If you have any questions, please give me a call. Thank you for your support. We appreciate your business and look forward to providing you the highest quality service in the Healthcare and Life Sciences (Laboratory Scientific) industry. Regards, HeLeo. �f2rper REGIONAL CONTRACT ADMINISTRATOR STERIS CORPORATION Email: helen_harper @ sterts.com If you did not receive the entire fax, please calf 814-835-2679. RSR039 Overtime coverage options must be noted on the Equipment List and are as follows Overtime Coverage Options Option Hours Description PM Late M-F 5PM-12 00 AM Provides scheduled PMs during the hours indicated excludes holidays PM 24X5 M-F 24 his Provides scheduled PMs during the hours indicated, excludes holidays OT 247 247 Provides unscheduled maintenance at any time includes holidays 11 Additional Service Options In addition to the Service Options set forth in paragraphs 1-9 above, Subscriber may select from one or both of the following additional Service Options If selected, the prices for additional Service Options selected by Subscriber shall be set forth on the Equipment List and such prices are not included in the price for the other Service Options selected by Subscriber The following additional Service Options may be selected by Subscriber on the Equipment List for any piece of Equipment (a) Chamber Cleaning - STERIS will provide periodic interior surface cleaning of the chamber walls of certain sterilizers included on the Equipment List Unless otherwise included in the Service Option selected by Subscriber, the chamber cleaning services do not include any repairs or maintenance service that may be discovered during the course of the chamber cleaning services All chemicals and equipment used in connection with such chamber cleaning services will be provided by STERIS The Equipment List indicates the frequency of the chamber cleaning that is included in the Services (b) Calibration Services - STERIS will provide NIST (National Institute of Standards and Technology) traceable on -site calibration of process measuring equipment used in manufacturing and manufacturing -support environments The calibration services do not include any repairs or maintenance service that is discovered during the course of the calibration services The Equipment List indicates the frequency of the calibration services that is included in the Services Prices 1 Prices During the Initial Term of this Agreement, the Pnces for the Service Options for each piece of Equipment selected by Subscriber are listed in the service agreement 2 Zone Charges (flat travel fee from STERIS primary technician's residence for unscheduled, billable work) • Zone 1 0-100 miles Prevailing Rate • Zone 2 101-250 miles Prevailing Rate • Zone 3 251-500 miles Prevailing Rate • Zone 4 >500 miles Prevailing Rate This document is confidential information Disclosure to third parties is not permitted Page 9 of 9 RSR039 STERISS AGREEMENT RENEWAL QUOTED AGREEMENT # 82006830/11 DATE PRINTED 101291200T INVOICE TO 40736 PO # 7707 Qa 3 "'PO REQUIRED CITY OF FORT COLLINS PARTS PO If ATTN 9#eF6tefr-970-221.6i48-/Fax 970-221-6619 PO B0X 580 6�4� FORT COLLINS, COLORADO 80522-0580 AGREEMENTTERM 01/01/2008- 12/31/2010 BILLING FREQUENCY Quarterly Please return a signed copy of the equipment listing and a hard copy of the purchase order as acceptance to the attention of your contract administrator at STERIS Corporation 2424 W 23rd ST Erie PA 16506 ATTN Service Contract Administration Department PHONE 1-800-333-8828 with Agreement Questions FAX 1-814-870-8841 This agreement cannot be active and no PM inspections performed until the receipt of a hard copy purchase order showing the payment terms agreement numbers or serial numbers, start date, applicable taxes and the full value of the contract The purchase order has to be received no later than the 1st day of the agreement term or PM Service will be delayed Providing the PO within the required hmelme will ensure we can maintain the agreement term,scheduled PM dates and maintain contract customer status for preferred unscheduled houdy rates Agreement Comments If you accept please sign/date the agreement 8 return with your purchase order (or PO# written thereon) Multi -Year Proposal Pricing Discounted and will be held for 3 Years with no increase This document is confidential information Disclosure to third parties is not permitted Page 1 of 9 RSR039 EQUIPMENT LISTING QUOTED AGREEMENT # 82006830/11 EQUIPMENT ADDRESS CITY OF FORT COLLINS Zone US_FS_ZONE_H41500_SOUTHWEST 4316 LA PORTE AVE District US_FS_DIST_H41507_DENVER, CO FORT COLLINS COLORADO, 80521 Technician Russell WilsonATem A c 20 IN REMFG GRAV RH 480V C R812319701 LAB NA -Custom Maintenance Agreement Bronze Plus $9 524 56 $793 71 `Inspection Schedule 01/08,04/0807/0810/08,01/09,04/09,07/09,10/09,01/10,04/10,07/10, 10/10 No of items to be inspected i Address Sub Total $793 71 No of items to be inspected 1 -$ 1a5 oa Billing Frequency Quarterly Billing Billing Amount $793 71 Annual Agreement $ 3 174 85 Total Agreement Price $ 9 524 56 This document is confidential information Disclosure to third parties is not permitted Page 2 of 9 RSR039 1 Terms and Conditions (a) The terms and conditions set forth in this Agreement ('STERIS s Terms") apply to all Services sold or provided by STERIS pursuant to this Agreement The terms and conditions contained in or referenced by any purchase order or other document issued by Subscriber shall not take precedence over STERIS's Terms unless signed by an authorized representative of both STERIS and Subscriber No course of dealing, custom or usage that is contrary to STERIS's Terms shall apply (b) STERIS reserves the right to correct any typographical or clerical errors in price, specifications quotations or acknowledgements 2, Services Subscriber has selected from the service options described in Attachment A (each a "Service Option") for each piece of equipment listed in this agreement (the "Equipment List") The Service Options selected by Subscriber are referred to in this Agreement as the "Services" STERIS agrees to provide Subscriber with the Services according to the terms and conditions of this Agreement 3 Service Parameters. STERIS will perform the Services according to the following parameters and in accordance with the Service Options selected by Subscriber (a) Recall Alerts - STERIS will provide a recall alert monitoring and notification service for STERIS equipment (b) Documentation - The parties agree to provide each other with the following documentation with respect to the Equipment (t) an accurate inventory of the Equipment the current form of which is included in this agreement (the "Equipment List") (u) Subject to the confidentiality obligations contained in Section 13 below, STERIS will provide Subscriber with copies of all field service comective maintenance work orders related to the Equipment that is owned or operated by Subscriber (c) Normal Working Hours - The Services will be performed Monday through Friday, 8 00 A M to 5 00 P M local time, excluding federal holidays ("Normal Working Hours") Any Services not performed during Normal Working Hours shall be billed at the then current applicable rate as set forth on Attachment A (d) Response Time - STERIS will provide the following response times for unscheduled service calls placed through the STERIS Call Center at 1-800-333-8828 (i) initial phone contact with the Subscriber within four (4) hours and (i) on -site service within 48 hours All response times are in accordance with Section 3(c) (a) ProConnect Response Center - STERIS will include priority access to the ProConnect Response Center Depending on the service option selected, this includes high priority technical support online service management and remote monitoring of enabled STERIS products If selected, STERIS will remotely monitor all connected equipment from its ProConnect Response Center via an internet connection g. Term and Termination (a) Initial Term and Renewal - The Initial Term and any Renewal Term (as defined herein) shall automatically renew for an additional one (1) year term (each a "Renewal Term") unless either party provides at least sixty (60) days written notice to the other prior to the expiration of the Initial Term or any Renewal Tern (b) Termination - Either party may terminate this Agreement with or without cause by providing at least ninety (90) days prior written notice to the other party Access to the ProConnect Response Center shall terminate on the effective date of the Agreement termination (c) Termination for Breach -This Agreement may also be terminated by either party in the event of a material breach of the terms of this Agreement by the other party, provided that the breaching party shall have a period of sixty (60) days following receipt of written notice of an alleged breach of any of the terms of this Agreement within which to correct such breach If the breach is not corrected within that pence, the non breaching party may terminate this Agreement immediately by providing written notice of termination Payment and service will continue until the effective date of the breach is not corrected termination This Agreement shall be automatically terminated, however as to any item of Equipment at the time that such item leaves the exclusive control of Subscriber (d) Refunds/Cancellation Charges -If this Agreement is terminated by Subscriber other than in accordance with Section 4(c) above, Subscriber will pay to STERIS the difference, if any between (i) the value of the Services provided by STERIS during the then current term of this Agreement, as calculated at STERIS's then current time and material rates, as of the effective date of such termination and (it) the total fees paid by Subscriber Subscriber during the then current term of this this Agreement as of the effective date of such termination The parties acknowledge and agree that the payment contemplated by this Section 4(d) is not a penalty, but is instead a reasonable attempt to quantity the damages to STERIS in the event of the termination contemplated by (e) End of Term - if the entire value of the Block of Parts and/or Block of Time Contract is not used by Subscriber prior to expiration of this Agreement, Subscriber will not be entitled to a refund for any portion of the remaining value of the Agreement (1) Returns I Restocking Charges - STERIS will accept returns of service parts purchased pursuant to this Agreement and issue Subscriber a credit for such service parts subject to the following restrictions This document is confidential information Disclosure to third parties is not permitted Page 3 of 9 RSR039 (t) Return must be requested within 30 days of the purchase date as indicated on the packing slip (u) Items must be a STERIS catalog item "Special" or 'made to order" items manufactured by STERIS or purchased from a vendor are not eligible for return uip Items must be in "new' condition Damaged or used items are not eligible for return (rv) Items must be complete All accessories, instructions and special packaging material must be included Incomplete items are subjected to additional restocking charges (v) If an item is sold sterile then the item must be in the original unopened, and undamaged packaging (vi) If an item has an expiration date then there must be at least 120 days remaining until the expiration date (ve) Temperature sensitive and electromo/electrical components are not eligible for return (vin) Printed circuit boards may be returned only if the seal has not been broken on the package (package has not been opened) (ix) All returns are subject to a 20% restocking charge, plus freight crating, and re -certification charges, as appropriate 5 Priclna and Payment (a) Pricing - The prices for the Services are set forth in the Equipment List (the 'Prices") The Prices shall be firm for the first year of the Initial Term Thereafter, STERIS shall have the right to increase the Prices on an annual basis by providing at least sixty (60) days prior notice of such increase to Subscriber (b) Taxes - All charges are exclusive of applicable federal state or local taxes Unless Subscriber supplies an exemption or direct payment certificate, Subscriber shall pay or reimburse STERIS for paying, any such taxes and STERIS may add such taxes to its invoices (c) Payment — Invoices shall be sent to Subscriber on a monthly basis with the exception of Block of Time, Block of Parts and Priority Technical Support Agreements which will be invoiced in advance on an annual basis Subscriber shall pay all invoices within thirty (30) days of receipt STERIS may assess interest charges for late payment at the rate of 11/v% per month or the highest rate allowed by law whichever is less, and Subscriber agrees to pay such charges STERIS will be relieved of any obligation to render Services during the period of time in which Subscribers account is in arrears provided that STERIS has given Subscriber thirty (30) days prior written notice STERIS shall not be obligated to make up or provide reimbursement for Services not performed as a result of Subscriber s delinquent account status (d) Exclusions -The Services do not mclude,and Subscriber agrees to pay STERIS at its then prevailing labor rates and parts prices for any services not included in the Service Option selected by Subscriber for any given piece of Equipment, including, without limitation the following (i) Equipment overhauls welding rebuilds upgrades and/or relocations door assemblies, Surgiwston Light cameras monitors or recorders, pumps or motors with a sale price of greater than $1,500 00 generators water tanks reservoirs SYSTEM 1 trays and SYSTEM 1 lids (it) Consumable and expendable items including but not limited to filters, cleaning agents, biological and chemical indicators, recording charts, paper, ink pens ribbons, pen arms, surgical lamps, tight handles batteries, and all hydraulic oils (uQ Surgical table accessories, (rv) Visits made at Subscriber's request to perform Services on Equipment which was not available or which could not be located (v) Services requested by Subscriber due to failure of defective accessory items (vi) Services or parts requested by anyone other than STERIS, unless authorized in writing by STERIS (vi) Parts manuals and/or labor found necessary to bring Equipment up to normal operating condition during the Pre -PM Inspection, provided that if Subscriber does not wish to bring the the Equipment up to normal operating condition STERIS will delete the Equipment from the Equipment List (vw)Repairs resulting from operator error misuse, abuse, improper operation or installation, defective accessories, being dropped, fire, loss, theft utility failure negligence by any parry or other acts beyond the reasonable control of STERIS, or where STERIS determines that in fact no repair is actually required (ix) Parts or labor required for recall or safety oriented modifications to non-STERIS Equipment (x) Any repairs which are estimated by STERIS to cost in excess of 50% of the umt's current value (STERIS will provide Subscriber with a wnften estimate in such cases) (m) Services performed outside of Normal Working Hours unless work outside Normal Working Hours is provided for in the Equipment List and (zit) Service Imes snut of valves, disconnect switches or omer components not a part of rite Equipment unless otherwise specified (xiu)Any parts for Equipment Malts not designated as parts inclusive on the Equipment List, and (xrv) Unless the 1 st Year Preventive Maintenance Option listed on Attachment A is selected by the Subscriber preventive maintenance during the Warranty Period for capital equipment is not covered by this Agreement and is available through a separate agreement with STERIS This document is confidential information Disclosure to third parties is not permitted Page 4 of 9 RSR039 6 Additions or Deletions of Equipment (a) Additions or deletions of Equipment to or from the Equipment List may be made at any time subject to both the inspection contemplated by Section 6(b) below and to the advance written agreement of both STERIS and Subscriber Additions to contract after the 15th (fifteenth) of the month will be effective the 1 st (first) of the following month Additions to contract made before the 15th (fifteenth) of the month will be eligible for immediate coverage but will be invoiced for the entire month Deletions may be made only where Equipment has been taken out of service If Subscriber elects to keep an Rem of Equipment in service after STERIS has determined that the item can no longer be effectively or safely maintained Subscriber will assume full responsibility for that decision and will defend and indemnity STERIS for any claims or liability arising from the condition or use of that item including any personal injuries to or death of any employees of Subscriber or STERIS (b) Prior to the addition of any equipment to the Equipment List during the term of this Agreement, a Pre -PM inspection may be required to verify that the equipment is operating in accordance with the manufacturer s original equipment specifications (the "Pre -PM Inspection") The Pre -PM Inspection will be at Subscriber's expense (c) If ProCori Remote Monitoring is included in this agreement, it will be enabled on any equipment added to the agreement that is capable of supporting this feature Remote monitoring will be enabled as part of the next scheduled service visit, where applicable 7 Shipment & Delivery (a) Seller shall select the method and carver for delivery of all service parts All shipments of service parts by STERIS pursuant to this Agreement shall be FOB Origin and Prepaid an Add Title and risk of loss or damage to the service parts shall pass from STERIS to Subscriber upon delivery to a carrier at point of shipment (b) Any shipment, delivery, or performance date stated in the Subscriber's purchase order or other document delivered in connection with an order for service parts pursuant of this Agreement is approximate only and does not constitute any guarantee of shipment delivery, or performance on any particular date (c) Shipping and handling of any parts covered under the terms of this contract shall be the responsibility of STERIS Corporation with the exception of Exclusions as outlined in Section 5(d) Shipping and handling outlined in parts in Section 5(d) will be the responsibility of the Subscriber Any extra charges incurred for additional services, such as shipment from point specified by customer or customers camer or special handling at the destination, must be paid by the Subscriber 6 Eauiomenl Manuals Subscnber will be responsible for acquiring any necessary operating and maintenance manuals for non-STERIS equipment covered under this Agreement The cost of such manuals will be paid by Subscnber 99. Subscriber's Responsibilities (a) Access to Equipment - Subscnber shall provide STERIS's personnel with free and safe access to the Equipment on each date that service calls are made pursuant to this Agreement and shall assist STERIS s representative in any reasonable manner (including the provision of appropriate services such as electrical power water etc ) in said representative's performance of the Services Subscnber will make all Equipment available for the Services as scheduled STERIS will not be responsible for providing the Services for Equipment that is not made available (b) Current Vendors - Subscnber, as a contractor of current service vendors will be responsible for paying (i) any amounts owed to a vendor that is terminated as a result of this Agreement or (it) any amounts owed to STERIS for Services performed prior to the time this Agreement ether terminates or expires (c) Employee Training - Subscnber acknowledges that it is the responsibility of Subscnber for ensuring that all personnel permitted to operate the Equipment will be adequately trained and supervised and that the Equipment will be operated in compliance with the manufacturer's instructions and all applicable laws, rules regulations and/or standards (d) Parking — Subscnber will provide STERIS personnel with suitable parking facilities, at no charge, while performing the Services (a) Unauthorized Repair Personnel - Subscnber will permit only STERIS representatives, or any other party acting on behalf of STERIS, to make repairs or to replace parts of the Equipment (f) Invoices - With respect to services or parts provided by STERIS which are excluded from the Services under the terms of this Agreement, such services or parts will be charged at STERIS's then prevailing rate Subscnber will maintain a standing purchase order to cover any such service and parts billing and will pay all such charges in full within thirty (30) days of the date of STERIS's invoice While payment for such services is not part of the Services, the rendering of such additional services shall otherwise be subject to the terms and conditions of this Agreement, notwithstanding the provisions of any purchase order issued by Subscriber (g) Hazard Communication - Subscnber will provide STERIS with information as to all known hazards or hazardous materials with STERIS s personnel may encounter when working on Equipment and in the environments within which Equipment is located This document is confidential information Disclosure to third parties is not permitted Page 5 of 9 RSR039 (h) ProConnect Response Center - if Subscriber elects to utilize the ProConnect Response Center Subscriber agrees to (i) Reactive calls will go thru Technical Support prior to dispatching a service technician (it) Provide a 101100 Base T Ethernet connection with intemet access at each piece of connected equipment (w)Provide a desktop PC with Internet access running windows XP with a 2 8GHz processor, 512MB of RAM & 5 GB of available hard drive space Qf required to support remote momtonng) - PC will need to be kept up to date with the latest security & antivirus software (rv)A local STERIS login at the PC - Username should be STERIS and the Password should be ProConnect (STERIS Customer Number) (v) Provide access to Subscriber is TCP/IP network & a fixed IP address for the desktop PC (if required) (v j Provide Ethernet cables to connect each piece of STERIS equipment and the facility PC (if required) to the facility network (vu) Allow STERIS to monitor all connected equipment from its ProConnect Response Center 10 Excused Performance STEMS's obligation to provide the Services will be relieved during any period during which STERIS's employees do not have access to Equipment by reason of war act of temonsm military action nuclear hazard energy shortage government action, labor unrest, fire act of God, or any other reason not within STERIS's reasonable control It is understood that certain manufacturers of Equipment may have or may hereafter adopt a policy whereby replacement parts will be sold only to Equipment users In the event that STERIS notifies Subscriber that a part or parts cannot be obtained directly from a manufacturer by STERIS, Subscriber will use its best efforts to obtain such pails directly from the manufacturer or assist STERIS in obtaining such parts If a part or parts are so purchased by Subscriber STERIS will credit Subscribers account for the cost of such part or parts STERIS will not be responsible if Equipment Is removed from service by virtue of it s or Subscribers inability to obtain necessary replacement parts 11, Limited Warranty STERIS warrants that the Services and parts and the labor associated with such parts, provided hereunder will be free from defects in material and workmanship under normal use and operation for a period of ninety (90) days from the date provided (the "Warranty Period") During the Warranty Period STERIS will repair such defects or replace any defective parts or labor at STERIS s expense All replacement parts (whether new or reconditioned) will be of equivalent quality to the parts replaced and replaced parts will become the property of STERIS Parts generally considered as expendable during normal use are not covered under this warranty, nor Is any repair or part replacement made necessary by operator error misuse abuse, improper operation, defective accessories, being dropped, fire, loss, theft power failure, negligence by any parry other than STERIS, or other acts or omissions beyond the reasonable control of STERIS or where STERIS determines that in fact no repairs actually required EXCEPT AS PROVIDED HEREIN, STERIS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SUBJECT MATTER HEREOF SERVICES TO BE PERFORMED BY STERIS PURSUANT TO THE TERMS HEREOF, OR PARTS TO BE SUPPLIED HEREUNDER 12. Limitation of Liability. In no case whether as a result of breach of contract breach of warranty or tort (including STERIS's or Subscriber's willful acts or negligence or strict liability) shall STERIS or Subscriber be liable to the other for any consequential or incidental damages incurred by the other including but not limited to loss of revenue, profits or goodwill 13, Indemnity. Nothing contained in this Agreement Is intended to relieve either STERIS or Subscriber from claims, liability damages or expenses resulting from bodily injury including death or from property damage incurred due to the willful acts, the negligence or the strict liability of that party STERIS agrees to defend, indemnity and hold Subscriber harmless from any and all claims liability, damages or expenses (including reasonable attorneys' fees) due to personal injuries, including death,to employees of STERIS or Subscriber or to thud parties and for property damage to the extent caused by the willful acts or the negligence of STERIS or the strict liability of STERIS Subscriber agrees3o defend, indemnify and hold STERIS harmless from any and all claims, liability damages or expenses (including reasonable attorneys' fees) due to personal injuries, including death to employees of Subscriber or STERIS or to third parties and from property damage to the extent caused by the willful acts or the negligence of Subscriber or the strict liability of Subscriber' 14 Non Disclosure Subscriber acknowledges that In the course of preparing to perform and performing Its obligations under this Agreement STERIS has spent and will spend considerable effort and r 1 �7/d expense in compiling information and developing maintenance schedules, reports protocols and procedures for STERIS's use in administering this Agreement Portions of this information including but not limited to maintenance schedules, reports, compilations of information, procedure manuals and forms may be provided to Subscriber and its employees from time to time in written materials (the "STERIS Materials") In addition, STERIS will make use of a computer system utilizing custom software developed by STERIS at great expense (the STERIS Software") Subscriber acknowledges that the STERIS Materials STERIS Software, and the compilations of data prepared for use with the STERIS Software are the property of STERIS agrees to treat them as confidential, agrees not to permit their disclosure to any third party, and agrees not to copy or use the STERIS Materials or STERIS Software except in accordance with this Agreement Upon termination of this Agreement, Subscriber agrees to return all STERIS Materials STERIS Software, or any copies thereof which are within Its possession or control (other than reports which have been delivered to Subscriber by STERIS and which must be maintained by Subscriber for regulatory compliance) to STERIS and to refrain from making any claim to or use of the STERIS Materials, STERIS Software and related compilations of data STERIS agrees that all information of Subscriber which Is marked "Confidential" and which comes into STERIS's possession during the term of this Agreement will be treated as such, will be used only for provision of the Services and will not be disclosed by STERIS to third parties Further, Subscriber ackrowledges that all equipment data collected through ProConnect Remote Monitoring shall be considered STERIS confidential information This document is confidential information Disclosure to thud parties Is not permitted Page 6 of 9 RSR039 M Non Solicitation For the duration of this Agreement and for a period of two (2) years thereafter Subscriber agrees not to solicit for employment or employ any STERIS technician or manager who has been engaged in providing services in connection with this Agreement Due to the difficulty of ascertaining damages in the event of a breach of this provision, Subscriber agrees to pay STERIS as liquidated damages a sum equal to twelve (12) months pay for each hired technician or manager at the rate of the last full month of employment with STERIS This charge shall be in addition to, and not in lieu of the Company s right to terminate this contract pursuant to Section 4, obtain an injunction against the continued employment of the covered employee as well as to pursue any other legal or equitable remedies which may be available 16. Notices Any notice Instruction or other document pertaining to this Agreement shall be in writing and shall be delivered personally or sent by United States certified mail, return receipt requested, and addressed to Subscriber or STERIS as shown on the face of this contract, unless otherwise specified 17 Setterab0ity. Artyportion of this Agreement found to be invalid by a courtof competent jurisdiction shall not be cause for the cancellation or invalidation of the remaining clauses of this Agreement 18. Waivers The failure to enforce any term of this Agreement by either party shall not act as a waiver of that pary's right to insist on later performance of that or any other tern of this Agreement nor shall it act as a waiver of any of the parry's rights with respect to the non performance 19 Independent Contractor. STERIS and Subscriber hereby acknowledge that STERIS shall perform the Services for Subscriber as an independent contractor Nothing in this Agreement shall be continued to create the relationship of employer and employee or principal and agent between STERIS and Subscriber 20 Complete Agreement Modification and Applicable Law, This Agreement including the Attachments hereto, constitutes the entire agreement and understanding between the parties hereto and supercedes all other agreements (whether written or oral) with respect to the subject matter hereof No waiver or modification shall be effective unless unless in writing and signed by an authorized representative of each parry No course of dealing or trade usage not contained herein will be binding upon the parties hereto This Agreement shall be governed by the laws of the State of Ohio The parties hereby consent to the jurisdiction of the state and federal courts located in the State of Ohio as the appropriate forum for the resolution of any dispute arising hereunder WHEREFORE, intending to be legally bound the parties have executed this Agreement to be effective as of the Effective Date !N O'C7 cit"Ta F—r0 -&- i 3 SU13SCRIBER B .t li-cKX�S�c)u�' lam �r r- Title T QQQ � STERI C ORATION By //1 Nam Title STERI Sw STERIS Corporation Erie Operauone 2424 West 23ro Street Erie PA 16506 • USA 814 452 3100 • 800-333 8828 wnw etens corn Helen Harper Regional Contract Atlmm,crator Service Group Enerisn, 2619 Direct 814 835 2619 Fax 814 870 6841 E mail heien_harpergstens ocm This document is confidential information Disclosure to third parties is not permitted Page 7 of 9 lZI&IIIrkl ATTACHMENTA SERVICE OPTIONS Bronze Bronze Plus Silver Gold Platinum First Year PM PM Labor X X X X X X PM Parts X X X Repair Labor X X X X Repair Parts X X nline Service Scheduling & Support X X X X X X roConnect Priority Technical Support X X X X roConnect Remote Monitoring X X X 1 Platinum Level Service Platinum Level Service includes all parts and labor to perform (I) scheduled preventive maintenance in accordance with STERIS's then current Preventive Maintenance Check List ("PMCL") and (u) unscheduled repair visits provided that parts required dunng unscheduled repair visits are subject to the parts exclusions as outlined in Section 5(d) Pnonty Technical Support is also included in addition to Remote Monitoring if the covered equipment is capable and enabled with this technology Subscriber can also use eservtce stens com to schedule and track service requests, and also purchase service parts 2 Gold Level Service Gold Level Service includes (i) all PM Parts to perform scheduled preventive maintenance in accordance with STERIS s then current PMCL and (u)all labor to perform unscheduled repair visits unscheduled repair visits Priority Technical Support is also included in addition to Remote Momtonng if the covered equipment is capable and enabled with this technology Subscriber can also use eservtce starts com to schedule and track service requests and also purchase service parts 3 Silver Level Service Silver Level Service includes all PM parts and labor to perform scheduled preventive maintenance in accordance with STERIS's then current PMCL Priority Technical Support is also included, as well as access to eservtce starts com to schedule and track service requests and also purchase service parts 4 Bronze Plus Level Service Bronze Plus Level Service includes all labor (i) to perform scheduled preventive maintenance in accordance with STERIS's then current PMCL and (u) to perform unscheduled repair visits Parts required to perform scheduled preventive maintenance or to perform unscheduled repairs must be purchased by Subscriber prior to a visit by the STERIS Field Service Representative Pnonty Technical Support is also included, in addition to Remote Monitoring if the covered equipment is capable and enabled with this technology Subscriber can also use eservtce stens com to schedule and track service requests, and also purchase service parts 5 Bronze Level Service Bronze Level Service includes all labor to perform scheduled preventive maintenance in accordance with STERIS's then current PMCL Parts required to perform scheduled preventive maintenance must be purchased by Subscriber pnor to a visit by the STERIS Field Service Representative Priority Technical Support is also included, as well as access to eservtce stains com to schedule and track service requests and also purchase service parts 6 1 at Year Preventive Maintenance Service Option During the warranty period for new Equipment purchased by Subscriber Subscriber will have a 1st Year Preventive Maintenance Service Option The list Year Preventive Maintenance Service Option includes all parts (if applicable) and labor to perform scheduled preventive maintenance in accordance with STERIS s then current PMCL Parts and labor for unscheduled repair visits dunng the warranty penod are covered by the standard equipment warranty Priority Technical Support is also included, as well as access to eservtce stains com to schedule and track service requests, and also purchase service parts 7 Pnonty Technical Support (a) Unlimited Priority Technical Support services for STERIS equipment for the term of the Agreement to include, unlimited calls to the STERIS service hotline, calls related to STERIS equipment shall be placed ahead of calls related to equipment that is not registered for Pnonty Support coverage and STERIS shall route all calls to the appropriate Technical Support resource based on the equipment serial number (b) Pnonty Technical Support services for STERIS equipment for the tern of the Agreement to include Customer may place calls to the STERIS service hotline on up to three (3) issues per year with unlimited call for up to seven (7) days on each issue, calls related to STERIS equipment shall be placed ahead of calls related to equipment that is not registered for Pnonty Support coverage and STERIS shall route all calls to the appropriate Technical Support resource based on the equipment serial number 8 Block of Time Subscriber agrees to purchase an annual prepaid retainer for a specific value of STERIS labor and travel 9 Block of Parts Subscriber agrees to purchase an annual prepaid retainer for a specific value of STERIS parts 10 Overtime Coverage Options Overtime coverage unless included as part of a Service Option and indicated on the Equipment List will be charged at prevailing rates for any service performed outside Normal Working Hours This document is confidential information Disclosure to thud parties is not permitted Page 8 of 9