HomeMy WebLinkAbout215893 STERIS CORP - CONTRACT - PURCHASE ORDER - 9125563Req. # Jf R8'90
Entered by: r►-1
Date: l l)11-1 -0 l2,
Purchase Order Requisition
Fort Collins Utili 'es
VEf05893
Vendor: Steris Corporation
5860 Heisley Rd
Mentor, OH 44060
Attn Service Contract Administration Dept
Phone: Alyssa Lake 615.649.3501
Emai: Alvssa Lake(&steris.com
FAX: 415.962.5976
Qty
Description
Unit
Total
Charge Number
1
Select Choice Maintenance Agreement
11/01/2012—10/31/2013 Per Quotation
1-878518431/7; Drake Water
Reclamation Facility; 3036
Environmental Drive, Ft Collins, CO
80525. Equipment: 16" Century Lab
110 ISO SD Cab Elec 480V
SN013660405; 2"d year of three year
a reement.
4,106.68
$4,106.68
503-352000-533340
Comments: Continue maintenance agreement on Pollution Control lab Steris autoclave.
Req sted by a— D te: Authorized by
(c) 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.
(d) If ProConnect 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) STERIS shall select the method and carrier for delivery of all service parts. All shipments of service parts by STERIS pursuant to this Agreement shall be FOB Origin . 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 with the exception of Exclusions as outlined in
Section5(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 customer's carrier, or special handling at the destination, must be paid by the Subscriber.
8. Equipment Manuals:
Subscriber 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 Subscriber.
9. Subscriber's Responsibilities:
(a) Access to Equipment - Subscriber 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. Subscriber 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. Subscriber shall be responsible for paying any and all fees or costs associated with security or other facility access
requirements. STERIS shall only provide information that it deems reasonable and appropriate to secure access to the facility.
(b) Current Vendors - Subscriber, 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
(ii) any amounts owed to STERIS for Services performed prior to the time this Agreement either terminates or expires.
(c) Employee Training - Subscriber acknowledges that it is the responsibility of Subscriber 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 — Subscriber will provide STERIS personnel with suitable parking facilities, at no charge, while performing the Services.
(a) Unauthorized Repair Personnel - Subscriber will permit only STERIS representatives, or any other party acting on behalf of STERIS, to make repairs or to replace parts of the
Equipment.
(Q 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. Subscriber 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 - Subscriber will provide STERIS with information as to all known hazards or hazardous materials which STERIS's personnel may encounter when
working on Equipment and in the environments within which Equipment is located.
(h) ProConnect Response Center— if Subscriber elects to utilize the ProConnect Response Center, Subscriber agrees to:
(i) Work with STERIS Technical Support prior to dispatching a service technician
(ii) Allow STERIS to monitor all connected equipment from its ProConnect Response Center
(iii) Computer Requirements
1. Desktop, server or virtual computer that meets the following minimum hardware/software requirements to run the ProConnect Remote Monitoring software,
service agent and support software.
a. Windows XP SP 2 or higher or Windows Server 2003
b. 2.8 GHz Processor Speed
C. 512 MB RAM
d. 5 GB Free Hard Drive Space
e. CD-ROM Drive
f. Login for STERIS assigned
g. Connected on facility network
h. Continuous access to Internet through ports 80 and 443
(iv) Network Requirements at Each Sterilizer or Washer
1. An active TCP/IP 10/100 BaseT Ethernet network drop with a RJ45 jack within 10' of each unit
2. An IP address is required for each unit
3. Ethernet patch cables to connect each unit to provided RJ45 jack
4. ProConnect will run on a wireless network if hard wiring to an Ethernet network is not practical.
5. If physical access to the computer running the ProConnect software is not practical, some method of remote access such as Remote Desktop should be
enabled.
(v) Some equipment requires 120 VAC power for an external router.
(i) SecureCare Guaranteed Performance Uptime Contracts require ProConnect remote monitoring enabled equipment, active ProConnect network and equipment
connectivity, phone triage designee for the identified Uptime coverage period. Warranty period coverage becomes valid 30 days after completion of startup
activity.
10. Excused Performance:
STERIS'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
terrorism, 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 parts
directly from the manufacturer or assist STERIS in obtaining such parts. If a part or parts are so purchased by Subscriber, STERIS will credit Subscriber's 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 Subscriber's inability to obtain necessary replacement
parts.
11. Umited 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 party 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 TOTHE 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, indemnify 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 third 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 agrees
to 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 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.
Subscriber acknowledges that all equipment data collected through ProConnect Remote Monitoring shall be considered STERIS confidential information.
15. Non Solleltallon:
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. Severabllity:
Any portion of this Agreement found to be invalid by a court of 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 party's right to insist on later performance of that or any other term 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
construed to create the relationship of employer and employee or principal and agent between STERIS and Subscriber.
20. Complete Agreement, Modification and Applicable taw
This Agreement, including the Attachments hereto. constitutes the entire agreement and understanding between the parties hereto and supersedes all other agreements
(whether written or oral) with respect to the subject matter hereof. No waiver or modification shall be effective unless in writing and signed by an authorized representative of
each party. 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 Ohio and the
United States, applicable therein. For the purposes of any legal proceedings arising in connection with this Agreement. each of the parties agree to the original and non-
exclusive jurisdictions of the courts of Ohio.
SUBSCRIBER STERIS CORPORATION
By: By:
Name: Name:
Title: Title:
Date: Date:
PO #:
0
RSR039 Rai 8.7
S T E R I Sz
AGREEMENT RENEWAL
QUOTED AGREEMENTM 1-876518431/7 DATE PRINTED: 6/21/2012
PO N: "PO REQUIRED
INVOICE TO: 40736
CITY OF FORT COLLINS �Dl��r)p,+� �p,�lJ/zpL 443 PARTS PO p:
ATTN:
PO BOX 580
FORT COLLINS, COLORADO 80522-0580 AGREEMENT TERM: 11/01/2012-10/31/2013
BILLING FREQUENCY: Annually
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
5960 Heisley Road
Mentor OH 44060
ATTN: Service Contracts Administration Department
PHONE: 1-800-333-8828 with Agreement Questions
FAX: 1-415-962-5976
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 1 st day of the agreement term, or PM Service
will be delayed. Providing the PO within the required timeline will ensure we can maintain the agreement term,scheduled
PM dates, and maintain contract customer status for preferred unscheduled hourly rates.
Agreement
Comments: YR.2 of 3 New PO each Year/ No Increase
If you have any questions contact Alyssa Lake;
Email: Alyssa_Lake@steris.com
Phone: 615.649.3501
Fax: 415.962.5976
... .I ..... ......... .. _... __... ..._... _.._......... ... ,... .....
This document is confidential information. Disclosure to third parties is not permitted.
Page 1 of 3
RSR039 RwB.r
EQUIPMENT LISTING
QUOTED AGREEMENT N: 1-87851843117
EQUIPMENT ADDRESS: DRAKE WATER RECLAMATION FACILITY Zone: US_FS_ZONE_H41600_WEST
3036 ENVIRONMENTAL DR, District: - US_FS_DIST_H41507_DENVER, CO
FORT COLLINS; COLORADO, 80525 Technician: Ryan Madison
Equipment Description Serial # Dept Agreement Product Status Coverage Type Annual Price Total Line Price
16 INCH CENTURY LAB 110 013660405 LAB SelectChoice Agreement Renewal Labor Only $4.106.68 $4,106.68
ISO SO CAB ELEC 480V
Start Date: 11/01/2012 End Date: 10/31/2013 No. of Annual Inspections: 4
"Inspection Schedule
No.of Items to be inspected: 1
No.of Items to be inspected: 1
Billing Frequency: Annually
Address Sub Total 54,106.68
Total Agreement Price - $ 4,106.68
This document is confidential information. Disclosure to third parties is not permitted.
Page 2 of 3
RSR039 Rov 6.7
The Service Coverage Description set forth In Attachment A and the Terms and Conditions, set forth In Attachment B shall apply to the provisions of services under this
Agreement and are Incorporated herein by reference.
STERIS Agreement #:
SUBSCRIBER
Name:
Title:
Dale:
PO #:
STERlS
Name:
Title:
Date:
. . ... . ... ..... . .. ...... ....... .......... ...... .. ... . ...... . ...... . . . ... ... .... ... . . ..... . .. -.- . ....... . .. . . .... -1-1 .. ......... .. .... ......... ... .. ... ...... . .. ........ . . . ..... . . ... ........ ....... . ..... ... .. - .. .......... .. .... . - .. . . ............ .. .... ......... ... . .. ... .. .. .. .. ...
This document is confidential information. Disclosure to third parties is not permitted. Page 3 of 3
ATTACHMENT A
SERVICE COVERAGE DESCRIPTIONS
Labor Only (Bronze Plus; Exclude All Parts): Labor Only service includes all labor to perform (i) scheduled preventive maintenance in accordance with STERIS's then current Preventive Maintenance Check List
("PMCL") and (it) to perform unscheduled repair visits. Pans required to perform scheduled preventive maintenance or to perform unscheduled repairs must be a STERIS OEM part.
STERIS Service
Labor Drill
Maintenance Coverage
(Exclude AO Parts) !
i
Support offering that provides
coverage for scheduled and
unscheduled labor'
E LIPME
N'T
1%L--4 ITEM k\CE
Meets OEM Recommended
Maintenance h Safetg Standards
... ............ ....... ... _...__._.._........_....._...........
.......... .
Scheduled Maintenance Labor
!Scheduled Maintenance Parts
u
. (Where applies)
Travel Charges
Repair Labor
Repah Parts
CUSTO\ER SUPPORT
Priority Technical Support 2417
'Customer Care Center
Place Service Request online at
e_Service.com_
Detailed Service Documentation i
2. Priority 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 eservice.steris.com to schedule and track
service requests, and also purchase service parts.
3. Normal Working Hours— The Services for surgical equipment will be performed Monday through Friday, 8:00 A.M. to 8:00 P.M., local time, excluding federal holidays ("Normal Working Hours"). The Services
for infection prevention equipment will be performed Monday through Friday, 8:00 A.M. to 5:00 P.M., local time, excluding federal holidays ("Normal Working Hours'). Any Scrvice not performed during
Normal Working Hours shall be billed at the then current applicable rate as set forth in Attachment A section 4(a).
4. 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.
a. Overtime coverage options must be noted on the Equipment List and are as follows:
Option Type of Equipment Hours Description
PM Late infection prevention M-F 5:00 PM — 12:00 AM Provides scheduled PMs during the hours indicated, excludes holidays
PM Late surgical M-F 8:00 PM — 12:00 AM Provides scheduled PMs during the hours indicated, excludes holidays
PM 24x5 Both M-F 24 his Provides scheduled PMs during the hours indicated, excludes holidays
OT 24x7 Both 24x7 Provides unscheduled maintenance at any time, includes holidays
5. Priority Technical Support: Priority Technical Support service 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 Priority Support coverage and STERIS shall route all calls to the appropriate Technical Support resource based on the equipment serial
number.
6. 1' Year Preventive Maintenance Service Option: During the warranty period for new Equipment purchased by Subscriber, Subscriber will have for surgical equipment a Performance Check Service Option.
Infection preventive equipment will have a I' Year Preventive Maintenance Service Option. The Performance Check Service Option includes labor to perform a scheduled inspection in accordance with STERIS's
then current Performance Checklist. The I" Year Preventive Maintenance Service Option includes all parts (if applicable) and labor to perform scheduled preventive maintenance in accordance with STEMS's then
current PMCL. Parts and labor for unscheduled repair visits during the warranty period are covered by the standard equipment warranty. Priority Technical Support is also included, as well as access to
c%erviee.steris.com to schedule and track service requests, and also purchase service parts.
7. Block of Time: Subscriber agrees to purchase an annual prepaid retainer for a specific value of STERIS labor and travel.
d. Block of Parts: Subscriber agrees to purchase an annual prepaid retainer for a specific value of STERIS parts.
1. Additional Service Options: In addition to the Service Options set Ionh in paragraphs I — 5 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 he set forth on the Equipment List and such prices are not included in the price for the other Service Options selected by Subscriber. '['he 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.
10. Prices:
u. Prices: During the Initial Term of this Agreement, the Prices for the Service Options for each piece of Equipment selected by Subscriber are listed in the service agreement.
b. Zone Charges (Ilat travel fee from STERIS primary technician's residence for unscheduled, billable work):
i. Zone 0-I61M Prevailing Rate
ii. Zone 2 162-402M Prevailing Rate
iii. Zone 3 403-803M Prevailing Rate
iv. Zone 4 >804M Prevailing Rate
Attachment B — STERIS Terms & Conditions
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:
(i) an accurate inventory of the Equipment, the current form of which is included in this agreement (the "Equipment List").
(ii) Subject to the confidentiality obligations contained in Section 14 below, STERIS will provide Subscriber with copies of all field service corrective 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 (ii) on -site service within 48 hours. All response times are in accordance with Section 3(c).
(e) 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.
(f) SecureCare Guaranteed Performance- (Uptime and Response Time). Uptime is the percentage of time during "Available Operational Hours" during which the
Equipment is not subject to Downtime. Uptime performance is defined on an individual Equipment serial number basis. Downtime begins
(i) When a Service Request is opened via a call to the Customer Support Center.
(ii) With a STERIS initiated dispatch confirmation from ProConnect Response Center Email notification.
(iii) Receipt of an eService notification from Subscriber.
Downtime is concluded when the Service Request is closed/completed by the Field Service Technician or Customer Support Center. Downtime exclusions
are defined in section 5 (d)(e). Compliant performance is based on the number of permissible Equipment Downtime hours. Downtime hours 5 (Total
Available Annual Hours) ' (100% - Uptime %). For example, a 95% Uptime contract based annual attainment period, 7days/week, 24 hours/day Down =
Hours15 (52 weeks' 7 days' 24 hours/day) ' (1.0 - 0.95). Response Time is the time required for an issue to be resolved remotely, or for a Field Service
Representative to arrive on site, once a customer initiated trouble call is received. Response Time hours are defined on an individual serial number basis.
The response time window begins when (i) a Service Request is opened resulting from a call to Customer Support Center, (ii), with a STERIS initiated
dispatch confirmation from ProConnect Response Center Email notification, or (iii) eService notification from Subscriber. Response time hours are defined
in Sections 3 (c) and (d).
4. Term and Termination:
(a) Term - The Term of this Agreement is as stated on page one of the Agreement.
(b) Termination for Insolvency —
Either party may terminate this Agreement by written notice to the other if such other party shall make any assignment or any general arrangement for the benefit of
creditors, shall file a petition or otherwise commence, authorize or acquiesce in the commencement or continuance of a proceeding under any bankruptcy,
insolvency, creditors protection or similar law, have any such proceeding filed against it and remain outstanding for thirty (30) days or otherwise become bankrupt or
insolvent (however evidenced) or be unable to pay its debts as they fall due.
(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 period, 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 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 dale of such termination and
(ii) the total fees paid by Subscriber during the then current term of this Agreement as of the effective dale 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 this Section 4(d) and that this Section 4(d) is reasonable under the circumstances.
(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.
(f) Returns / 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.
(i) Return must be requested within 30 days of the purchase date, as indicated on the packing slip.
(ii) 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.
(iii) Items must be in "new" condition. Damaged or used items are not eligible for return.
(iv) 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.
(vii) Temperature sensitive and electronic/electrical components are not eligible for return.
(viii) Printed circuit boards may be returned only if the seal has not been broken on the package (package has not been opened).
(xi) All returns are subject to a 20% restocking charge, plus freight, crating, and re -certification charges, as appropriate.
S. Pricing 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 o1 1 %a% 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 Subscriber's 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 include, 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, Surgivision Light cameras, surgical monitors or recorders not purchased from
STERIS, generators, water tanks, reservoirs, SYSTEM 1 trays, and SYSTEM 1 lids. For life science Subscribers, all pumps, transducers, or components with a sales
price greater than $5,000.
(ii) 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, light handles, batteries, and all hydraulic oils;
(iii) Surgical table accessories;
(iv) 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;
(vii) 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 Equipment up to normal operating condition, STERIS will delete the Equipment from the Equipment List,
(viii)Repairs resulting from operator error, misuse, abuse, improper operation or installation, defective accessories, being dropped, fire, loss, theft, utility failure, negligence
by any party 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 unit's current value (STERIS will provide Subscriber with a written estimate in such cases);
(xi) Services performed outside of Normal Working Hours, unless work outside Normal Working Hours is provided for in the Equipment List; and
(xii) Service lines, shut off valves, disconnect switches or other components not a part of the Equipment unless otherwise specified.
(xiii) Any parts for Equipment that is not designated as parts inclusive on the Equipment List; and
(xiv) Unless the 1st 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.
(e) Additional SecureCare Guaranteed Performance Exclusions (Uptime and Response Time): preventative maintenance or scheduled service, facilityutility
issues, operator error, hours when facility access is not permitted, hours when dispatch based on ProConnect Response Center Email notification has not been confirmed
by Subscriber, wait time when the technician is on site but unable to gain access to the equipment, malfunctions, repairs, and/or adjustments resulting from or
necessitated by factors external to the equipment such as environmental systems, vandalism, acts of God, misuse, or abuse, etc., delays in repair of equipment due to
circumstances beyond the reasonable control of STERIS, delays in repair of equipment due to parts not being available from vendors other than STERIS (external utilities,
facility repairs, etc), equipment that is inoperative for normal use when in automatic mode but would function satisfactorily through the proper use.of manual controls or
overrides.
(f) Credit — SecureCare Guaranteed Performance. Should STERIS fail to meet its obligations under a SecureCare Uptime Guaranteed Performance agreement, or a
SecureCare Guaranteed Performance Response Time agreement, Subscriber will be given a credit equivalent to (1) one month in duration at no charge at the time of
contract renewal or execution of a new Service Agreement. A maximum of (1) one credit will be applied per the annual contract period. The credit will only apply to the
specific single piece of equipment that fails to meet the defined performance requirements; this credit can not be combined with other devices or grouped together with
other equipment. This credit will be the sole and exclusive remedy for any failure to meet the guarantee.
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 1st (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 item 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 indemnify 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) The SYSTEM 1 equipment shall be deleted from the Equipment List with immediate effect where required by federal, state, or local laws or regulations and STERIS shall
not provide any further Services for the subject equipment. The invoice for the Services shall be adjusted accordingly, and the charges shall be adjusted on a pro rata
basis where the Equipment is deleted during a billing cycle.