Technical Service Support Agreement Contract No. PB19S095 go/s---ar///
PHYSI'O
CONTROL
TECHNICAL SERVICE SUPPORT AGREEMENT
Contract Number:PB19S095
End User# 02760002 Bill To# 02760002
CITY OF MIAMI BEACH FIRE& CITY OF MIAMI BEACH FIRE&
RESCUE RESCUE
2300 PINE TREE DR 2300 PINE TREE DR
MIAMI BEACH,FL 33140 MIAMI BEACH,FL 33140
This Technical Service Support Agreement begins on 10/1/2015 and expires on 9/30/2018.
The designated Covered Equipment and/or Software is listed on Schedule A.This Technical Service Agreement
is subject to the Terms and Conditions on the reverse side of this document and any Schedule B,if attached.
Price of coverage specified on Schedule A is $117,048.82 per term,payable in Annual installments as follows:.
First Installment $37,786.82 *invoice is issued when plan is booked
Second Installment $39,631.00 (payment is due September 2016)
Third Installment $39,631.00 (payment is due September 2017)
Special Terms
15%DISCOUNT ON ACCESSORIES
15%DISCOUNT ON ALL ELECTRODES
3 year quote provides 6 case changes
Accepted:Ph sio-Control,Inc. Custo i er:
B : �►, B : �■ 1■.
Title: (w/JTRAiar.A Aty„N' Print
Jimmy L. Morales
Date: (®//S 2gp(r
Title City Manager
Date: f 3 D f lr-
Purchase Order Number:
Territory Rep: EAVV67 Customer Contact:
Miguel Rodriguez Chief Francois Betancourt
Phone: Phone: 305.673.7130
FAX: 800-772-3340 FAX: 305.673.7881
Reference Number: AC-0329 Renewal
APPROVED AS TO Printed:9/14/2015 Page 1 of 8
FORM & LANGUAGE
& FOR EXECUTION
City Atto -y l- 1 Dote
1
PHYSIO-CONTROL,INC.
TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS
Customer's signature on this Agreement or a valid purchase order referencing this Technical Service Support Agreement is required
prior to Physio-Control's acceptance and performance of this Agreement.This Agreement covers only the equipment listed on
Schedule A("Covered Equipment").These terms constitute the complete agreement between the parties and they shall govern over
any other documents,including Customer's purchase order.These terms may not be revised in any manner without the prior written
consent of Physio-Control.
SERVICES.The Services provided under this Agreement are set forth on Schedule A.Physio-Control strives,but does not guarantee,
to retum service calls within two(2)hours and to resolve service issues within twenty-four(24)hours.Following Services,
Physio-Control will provide Customer with a written report of actions taken or recommended and identification of any materials
replaced or recommended for replacement.The following Services are available and further described as they relate to each specific
Physio-Control device on Schedule B:
"Repair Plus Service"or"Repair Only Service"means repairs,Battery Replacement Service,parts and labor necessary to
restore Covered Equipment to original specifications,subject to Exclusions(as set forth below).
"Preventative Maintenance" or"Inspection Only Service"means inspection and adjustment to maintain Covered Equipment in
satisfactory operating condition.Inspections include tests,measurements,and a thirty-point evaluation of Covered Equipment.
Covered Equipment is properly calibrated,mechanical operations are checked and adjusted,if necessary,and output
measurements are verified to function properly.Electrical safety checks are also performed in accordance with National Fire
Protection Association(NFPA)guidelines.Preventative Maintenance and Inspection Only Service are subject to Exclusions.
"Comprehensive Service"or"Repair&Inspect Service"means repairs,Battery Replacement Service,parts and labor necessary
to restore Covered Equipment to original specifications,and inspections to verify proper device calibration,mechanical
operations and output measurements,electrical safety check in accordance with NFPA guidelines,and Updates(as set forth
below),subject to Exclusions.
"Battery Replacement Service"means replacement of batteries on a one-for-one,like-for-like basis,up to the number of batteries
and/or devices listed in Schedule A.Only batteries manufactured or distributed by Physio-Control are eligible for replacement.
Battery replacement is available upon Customer notification to Physio-Control of the occurrence of:(i)battery failure as
determined by Customer's performance testing and evaluation in accordance with the applicable Operating Instructions;or(ii)as
recommended in the applicable device's Operating Instructions.
At the discretion of Physio-Control,battery replacement shall be effected by shipment to Customer and replacement by
Customer,or by on-site delivery and replacement by a Physio-Control Service Technician.Upon Customer's receipt of a
replacement battery,the battery being replaced shall become the property of Physio-Control,and Customer must return the
battery being replaced to Physio-Control for proper disposal.In the event that Physio-Control does not receive the battery being
replaced,Physio-Control will invoice Customer the then-current rate for the replacement battery.
"On-Site Service"means that a Physio-Control factory-trained technician will provide Services at Customer's location.Services
will be performed between 8:00am and 5:00pm local time,Monday through Friday,excluding holidays.Customer is to ensure
Covered Equipment is available for Services at scheduled times.Some Services may not be completed On-Site.Physio-Control
will cover travel and/or round-trip freight for Covered Equipment that must be sent to our designated facility for repair.
"Ship-In Service"means that Services will be performed at Physio-Control's designated facility.Physio-Control will cover
round-trip freight for Covered Equipment that is sent to our designated facility for Services.
If Covered Equipment is not available when Services are scheduled or Customer requests services or goods not covered by this
Agreement or outside of designated Services frequency or hours,Physio-Control will charge Customer for such services at 10%off
Physio-Control's standard rates(including overtime,if appropriate)and applicable travel costs in addition to the contract price. Repair
parts required for such repairs will be made available at 15%off the then-current list price.
EXCLUSIONS. Unless otherwise specified, Services do not include the following Exclusions:
• supply or repair of accessories or disposables
• repair of damage caused by misuse,abuse,abnormal operating conditions,operator errors,acts of God,and use of
batteries,electrodes,or other products not distributed by Physio-Control
• case changes
• repair or replacement of items not originally distributed or installed by Physio-Control
• Upgrades,and installation of Upgrades
• battery maintenance,performance testing,evaluation,removal,and recycling
LOANERS. If Covered Equipment must be removed from use to complete Services,Physio-Control will strive to provide Customer
with a similar loaner device until the Covered Equipment is returned.Customer assumes complete responsibility for the loaner and
shall return the loaner at Customer's expense to Physio-Control in the same condition as received,upon the earlier of the return of the
removed Covered Equipment or Physio-Control's request.
Reference Number: AC-0329 Renewal
Printed:9/14/2015 Page 2 of 8
UPDATES. "Update"means a change to a device to enhance its current features,stability,or software. If Comprehensive Service or
Repair&Inspect Service is designated for Covered Equipment on Schedule A,Physio-Control will install Updates at no additional
cost,provided such Updates are installed at the time of regularly scheduled Services.Updates installed on Covered Equipment
designated on Schedule A as Repair Plus Service,Repair Only Service,Preventative Maintenance Service,Inspection Only Service,
or at a time other than regularly scheduled Comprehensive Service or Repair&Inspect Service,will be billed on a separate invoice at
20%off the then-current list price of the Update.For all Service plans,if parts must be replaced to accommodate installation of new
software,such parts may be purchased at a rate of 30%off the then-current list price.
UPGRADES. "Upgrade"means a major,standalone version of software or the addition of features or capabilities to a device.For all
Service plans,Upgrades must be purchased separately and are not provided under this Agreement.Upgrades are available at a rate
of 17%off the then-current list price.
PRICING. Pricing is set forth on the first page of this Agreement,on the Quote for Services,and/or on the Invoice for the Services
purchased. Prices do not include taxes.Sales,service or use taxes will be invoiced in addition to the price of the goods and Services
covered by this Agreement unless Physio-Control receives a copy of a valid exemption certificate.If the number or configuration of
Covered Equipment changes during the Term,pricing shall be pro-rated accordingly.For Preventative Maintenance Service,
Inspection Only Service,Comprehensive Service,and Repair&Inspect Service,no pricing deduction will be made for removal of
Covered Equipment if preventative maintenance and inspection have already been performed during the Term and no further
preventative maintenance and inspection are scheduled to occur.Discounts may not be combined with other special terms,discounts,
and/or promotions.
PAYMENT. Payment is due within thirty(30)days of invoice date.
WARRANTY. Physio-Control warrants Services performed under this Agreement and repair/replacement parts provided in performing
such Services against defects in material and workmanship for ninety(90)days from the date Services were performed or a
repair/replacement part was provided.Customer's sole remedy shall be reservicing the affected Covered Equipment and/or
replacement of any part determined to be defective,without additional charge,provided Customer notifies Physio-Control of any
allegedly defective condition within ten(10)calendar days of its discovery by Customer.Physio-Control makes no other warranties,
express or implied,including,without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE,AND IN NO EVENT SHALL PHYSIO-CONTROL BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL OR SPECIAL
DAMAGES.
TERM. The Term of this Agreement is set forth on the first page of this document,or in the Quote and/or Invoice for the Services
purchased. This Agreement shall automatically renew unless terminated by either party with written notice thirty(30)days prior to the
expiration of the then-current Term.Prices are subject to change upon renewal.
TERMINATION. Either party may terminate this Agreement for material breach by the other party by providing thirty(30)days'written
notice to the other party,and provided such breach is not cured within the notice period. In addition,either party may terminate this
Agreement at any time upon sixty(60)days'prior written notice to the other party.In the event of such early termination by Customer,
Customer shall be responsible for the portion of the designated price which corresponds to the portion of the Term prior to the
effective date of termination and the list-price cost of any preventative maintenance,inspections,or repairs rendered during the Term.
DELAYS. Physio-Control will not be liable for any loss or damage of any kind due to its failure to perform or delays in its performance
resulting from any cause beyond its reasonable control,including,but not limited to,acts of God,labor disputes,labor shortages,the
requirements of any governmental authority,war,civil unrest,delays in manufacture,obtaining any required license or permit,and
Physio-Control's inability to obtain goods from its usual sources.Any such delay shall not be considered a breach of Physio-Control's
obligations and the performance dates shall be extended for the length of such delay.
DEVICE INSPECTION BEFORE ACCEPTANCE.Any device that is not covered by either a Physio-Control Limited Warranty or a
current Physio-Control Technical Service Support Agreement must be inspected and repaired(if necessary)to meet original
specifications at customer's cost at the then-current list prices prior to being covered under a Technical Service Support Agreement.
Physio-Control reserves the right to refuse to support any device that has been remanufactured by a company other than
Physio-Control.
INDEMNIFICATION.Physio-Control shall indemnify and hold harmless the City of Miami Beach(the"Customer")and its officers,employees,
agents and instrumentalities from any and all liability,losses or damages,including reasonable attorneys'fees and costs of defense,which the
Customer or its officers,employees,agents or instrumentalities may incur as a result of claims,demands,suits,causes of actions or
proceedings of any kind or nature arising out of,relating to or resulting from the negligent acts or omissions in the performance of this
Technical Service Support Agreement by Physio-Control or its employees,agents,servants,partners principals or subcontractors.
Physio-Control expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by
Physio-Control shall in no way limit the responsibility to indemnify,keep and save harmless and defend the Customer or its officers,
employees,agents and instrumentalities as herein provided.
MISCELLANEOUS.(a)During the Term of this Agreement and for one(1)year following its expiration,without Physio-Control's prior
written consent,Customer agrees to not to solicit or offer employment to anyone who is employed by Physio-Control to provide
Services such as those described in this Agreement;(b)this Agreement,and any related obligation of other party,may not be
assigned in whole or in part without the prior written consent of the other party;(c)this Agreement shall be governed by the laws of the
State in which the Services are provided;(d)all costs and expenses incurred by the prevailing party related to the enforcement of its
rights under this Agreement,including reasonable attorney's fees,shall be reimbursed by the other party;(e)Physio-Control shall maintain
and carry in full force during this Agreement a General Liability insurance policy,in the amount of$1,000,000,naming Customer as an
additional insured.
Reference Number: AC-0329 Renewal
Printed:9/14/2015 Page 3 of 8
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PHYSIO-CONTROL,INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE A
Contract Number: PB19S095
Servicing Rep: Miguel Rodriguez,EAVV67
District: SOUTHEAST
Phone:
FAX: 800-772-3340
Equipment Location: CITY OF MIAMI BEACH FIRE&,02760002
RESCUE
2300 PINE TREE DR
MIAMI BEACH,FL 33140
Scope Of Service On Site Comprehensive Coverage
Ref. Effective Expiration Total
Model Part Number Serial Number Line Date Date Inspections
LIFEPAK®1000 320371500021 34983222 14 10/1/2015 9/30/2018 3
LIFEPAK®1000 320371500021 34983223 15 10/1/2015 9/30/2018 3
LIFEPAK®1000 320371500021 34983224 16 10/1/2015 9/30/2018 3
LIFEPAK 01000 320371500021 34983225 17 10/1/2015 9/30/2018 3
LIFEPAK 01000 320371500021 34983226 18 10/1/2015 9/30/2018 3
LIFEPAK®1000 320371500229 41483268 24 10/1/2015 9/30/2018 3
LIFEPAK®1000 320371500229 41483269 25 10/1/2015 9/30/2018 3
LIFEPAK®1000 320371500229 41483270 26 10/1/2015 9/30/2018 3
LIFEPAK®1000 320371500229 41483271 27 10/1/2015 9/30/2018 3
LIFEPAK®1000 320371500229 41483272 28 10/1/2015 9/30/2018 3
LIFEPAK®12 VLP12-02-007228 36999239 9 10/1/2015 9/30/2018 3
LIFEPAK®12 VLP12-02-005985 34955180 10 10/1/2015 9/30/2018 3
LIFEPAK®12 VLP12-02-003974 31485869 11 10/1/2015 9/30/2018 3
LIFEPAK®12 VLP12-02-003974 31485870 12 10/1/2015 9/30/2018 3
LIFEPAK®12 VLP12-02-002379 13453048 13 10/1/2015 9/30/2018 3
LIFEPAK®15 V15-2-001603 42446436 29 10/1/2015 9/30/2018 3
LIFEPAK®15 V15-2-001603 42433395 30 10/1/2015 9/30/2018 3
LIFEPAK®15 V15-5-000586 43477654 31 4/29/2016 9/30/2018 2
LIFEPAK®15 V15-5-000586 43450311 32 4/29/2016 9/30/2018 2
LIFEPAK®15 V15-2-000051 39054727 19 10/1/2015 9/30/2018 3
LIFEPAK®15 V15-2-001603 41257104 20 10/1/2015 9/30/2018 3
LIFEPAK®15 V15-2-000051 40160124 21 10/1/2015 9/30/2018 3
LIFEPAK®15 V15-2-001603 41469439 22 10/1/2015 9/30/2018 3
LIFEPAK®15 V15-2-001603 41257160 23 10/1/2015 9/30/2018 3
LIFEPAK®15 V15-2-000051 38537164 1 10/1/2015 9/30/2018 3
LIFEPAK®15 V15-2-000051 38553545 2 10/1/2015 9/30/2018 3
LIFEPAK®15 V15-2-000051 38560013 3 10/1/2015 9/30/2018 3
LIFEPAK®15 VI 5-2-000051 38560014 4 10/1/2015 9/30/2018 3
LIFEPAK®15 V15-2-000051 38560018 5 10/1/2015 9/30/2018 3
Reference Number: AC-0329 Renewal
Printed:9/14/2015 Page 4 of 8
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LIFEPAK®15 V15-2-000051 38560030 6 10/1/2015 9/30/2018 3
LIFEPAK®15 V15-2-000051 38560032 7 10/1/2015 9/30/2018 3
LIFEPAK®15 V15-2-000051 38560033 8 10/1/2015 9/30/2018 3
**Denotes an inventory line that has changed since the last contract revision or addendum.
Reference Number: AC-0329 Renewal
Printed:9/14/2015 Page 5 of 8
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PHYSIO-CONTROL,INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAK® 15 Monitor/Defibrillator Services
LIFEPAK® 15 Monitor/Defibrillator Comprehensive Service
• Inspections at intervals set forth on Schedule A
• Parts and labor necessary to restore device to original specifications,subject to Exclusions
• Standard detachable hard paddles repair or replacement
• REDI-CHARGE®battery charger(Catalog#11141-000115)repair or replacement of one for each LIFEPAK 15
Monitor/Defibrillator listed in Schedule A and as determined necessary by Physio-Control
• Power Adapter repair or replacement
• Battery Replacement Service
o For each LIFEPAK 15 listed on Schedule A,replacement of up to three(3)LIFEPAK Lithium-ion batteries in accordance
with the device Operating Instructions,or upon battery failure
• Updates installed at no additional cost,provided such Updates are installed at the time of regularly scheduled Services.If
parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the
then-current list price.
LIFEPAK® 15 Monitor/Defibrillator Repair Plus Service
• Parts and labor necessary to restore device to original specifications,subject to Exclusions
• Standard detachable hard paddles repair or replacement
• REDI-CHARGE®battery charger(Catalog#11141-000115)repair or replacement of one for each LIFEPAK 15
Monitor/Defibrillator listed in Schedule A and as determined necessary by Physio-Control
• Power Adapter repair or replacement
• Battery Replacement Service
o For each LIFEPAK 15 listed on Schedule A,replacement of up to three(3)LIFEPAK Lithium-ion batteries in accordance
with the device Operating Instructions,or upon battery failure
• Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly
scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of
30%off the then-current list price.
LIFEPAK® 15 Monitor/Defibrillator Preventative Maintenance Service
• Inspections at intervals set forth on Schedule A
• Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly
scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of
30%off the then-current list price.
Reference Number: AC-0329 Renewal
Printed:9/14/2015 Page 6 of 8
PHYSIO-CONTROL,INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAK® 12 Defibrillator/Monitor Services
LIFEPAK® 12 Defibrillator/Monitor Comprehensive Service
• Preventative maintenance and inspections at intervals set forth on Schedule A
• Parts and labor necessary to restore device to original specifications,subject to Exclusions
• Standard detachable hard paddles repair or replacement
• REDI-CHARGE®battery charger(Catalog# 11141-000115)repair or replacement of one for each LIFEPAK 12
Defibrillator/Monitor listed in Schedule A and as determined necessary by Physio-Control
• Power Adapter repair or replacement
• Battery Replacement Service
oReplacement of failed internal coin cell batteries;and
oFor each LIFEPAK 12 listed on Schedule A,replacement of up to four(4)Physio-Control FASTPAK®batteries,
FASTPAK 2 batteries,LIFEPAK SLA batteries,
LIFEPAK NiCd batteries in accordance with the device Operating Instructions,or upon battery failure;or
oFor each LIFEPAK 12 listed on Schedule A,replacement of up to three(3)LIFEPAK Lithium-ion batteries in accordance
with the device Operating Instructions,or upon battery failure
• Updates installed at no additional cost,provided such Updates are installed at the time of regularly scheduled Services.
If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the
then-current list price.
LIFEPAK® 12 Defibrillator/Monitor Repair Plus Service
• Parts and labor necessary to restore device to original specifications,subject to Exclusions
• Standard detachable hard paddles repair or replacement
• REDI-CHARGE®battery charger(Catalog#11141-000115)repair or replacement of one for each LIFEPAK 12
Defibrillator/Monitor listed in Schedule A and as determined necessary by Physio-Control
• Power Adapter repair or replacement
p P eP
• Battery Replacement Service
oReplacement of failed internal coin cell batteries;and
oFor each LIFEPAK 12 listed on Schedule A,replacement of up to four(4)Physio-Control FASTPAK®batteries,
FASTPAK 2 batteries,LIFEPAK SLA batteries,
LIFEPAK NiCd batteries in accordance with the device Operating Instructions,or upon battery failure;or
oFor each LIFEPAK 12 listed on Schedule A,replacement of up to three(3)LIFEPAK Lithium-ion batteries in accordance
with the device Operating Instructions,or upon battery failure
• Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly
scheduled Services.If parts must be replaced to accommodate installation of new software,such parts maybe purchased
at a rate of 30%off the then-current list price.
LIFEPAK® 12 Defibrillator/Monitor Preventative Maintenance Service
• Preventative maintenance and inspections at intervals set forth on Schedule A
• Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly
scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased
at a rate of 30%off the then-current list price.
Reference Number: AC-0329 Renewal
Printed:9/14/2015 Page 7 of 8
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PHYSIO-CONTROL,INC.
TECHNICAL SERVICE SUPPORT AGREEMENT
SCHEDULE B
LIFEPAK®1000 Automated External Defibrillator Services
LIFEPAK®1000 AED Comprehensive Service
• Preventative maintenance and inspections at intervals set forth on Schedule A
• Parts and labor necessary to restore device to original specifications,subject to Exclusions
• QUIK-COMBO®Patient Simulator repair or replacement of one for each LIFEPAK 1000 AED listed on Schedule A and
as determined necessary by Physio-Control
• LIFEPAK 1000 Defibrillator Battery Charger repair or replacement of one for each LIFEPAK 1000 AED listed on
Schedule A and as determined necessary by Physio-Control
• Battery Replacement Service
o For each LIFEPAK 1000 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 1000 Defibrillator
rechargeable battery pak in accordance with the device Operating Instructions,or upon battery failure;or
o For each LIFEPAK 1000 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 1000 Defibrillator
non-rechargeable battery pak in accordance with the device Operating Instructioins,or upon battery failure
• Updates installed at no additional cost,provided such Updates are installed at the time of regularly scheduled Services.If
parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%off the
then-current list price.
LIFEPAK® 1000 AED Repair Plus Service
• Parts and labor necessary to restore device to original specifications,subject to Exclusions
• QUIK-COMBO®Patient Simulator repair or replacement of one for each LIFEPAK 1000 AED listed on Schedule A and
as determined necessary by Physio-Control
• LIFEPAK 1000 Defibrillator Battery Charger repair or replacement of one for each LIFEPAK 1000 AED listed on
Schedule A and as determined necessary by Physio-Control
• Battery Replacement Service
o For each LIFEPAK 1000 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 1000 Defibrillator
rechargeable battery pak in accordance with the device Operating Instructions,or upon battery failure;or
o For each LIFEPAK 1000 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 1000 Defibrillator
non-rechargeable battery pak in accordance with the device Operating Instructions,or upon battery failure
• Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly
scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of
30%off the then-current list price.
LIFEPAK® 1000 AED Preventative Maintenance Service
• Preventative maintenance and inspections at intervals set forth on Schedule A
• Battery Replacement Service
o For each LIFEPAK 1000 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 1000 Defibrillator
rechargeable battery pak in accordance with the device Operating Instructions,or upon battery failure;or
o For each LIFEPAK 1000 AED listed on Schedule A,replacement of up to one(1)LIFEPAK 1000 Defibrillator
non-rechargeable battery pak in accordance with the device Operating Instructions,or upon battery failure
• Updates installed at 20%off the then-current list price provided such Updates are installed at the time of regularly
scheduled Services.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of
30%off the then-current list price
Reference Number: AC-0329 Renewal
Printed:9/14/2015 Page 8 of 8