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HomeMy WebLinkAboutP-25-365 STERIS CORP.pdf P-25-365 S T E R I SRevSR030 RSR039 rti AGREEMENT QUOTED AGREEMENT#: 1-8157080952/2 DATE PRINTED: 07/24/2025 INVOICE TO: 42972 PO#: PO REQUIRED— FRESNO COUNTY COMMUNITY HEALTH PARTS PO#: DEPT ATTN: AGREEMENT TERM: 09/01/2025-08/31/2026 PO BOX 11867 BILLING FREQUENCY: Annually FRESNO, California, 93775 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—Healthcare Service Contracts Administration Department—Life Sciences PHONE:1-800-333-8828 with Agreement Questions 1-800-444-9009 FAX: 1-440-392-8932 1-440-350-7077 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: If you accept, please sign/date&return with your PO to Brandon Sartain Brandon—Sartain@STERiS.com Phone 440-392-8347 Fax to 440-392- 8932 Thank You for choosing STERIS! This document is confidential information. Disclosure to third parties is not permitted. Page 1 of 3 P-25-365 S T E R I SRevSR030 RSR039 rti EQUIPMENT LISTING QUOTED AGREEMENT#: 1-8157080952/2 EQUIPMENT ADDRESS: FRESNO COUNTY COMMUNITY HEALTH DEPT PO BOX 11867 FRESNO, California, 93775 Equipment Description Serial# Dept Agreement Product AMSCO 110LS VAC MAN SD 033052005 anteroom, 2 flr SelectChoice Agreement Total Care Connect $ 15,084.00 $ 15,084.00 CAB 208V AF Start Date 09/01/2025 End Date 08/31/2026 No.of Annual Inspections 4 AMSCO 110LS VAC MAN SD 033052004 washroom, 2 flr SelectChoice Agreement Total Care Connect $ 15,084.00 $ 15,084.00 CAB 208V AF Start Date 09/01/2025 End Date 08/31/2026 No.of Annual Inspections 4 No.of items to be inspected: 2 Billing Frequency: Annually Total Agreement Price: $ 30,168.00 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#: 1-8157080952/2 RileDigitally signed by Y Riley Blackburn SUBSCRIBER STERIS Blackburn Date,2025.07.31 By: 15:21:32-07'00' By�&"�q' 6ddrL Name:Riley Blackburn Name:SteVen 6Tacobson Title: Purchasing Manager Title: Contract Service Rep Date: Date: 7/25/2025 PO#: This document is confidential information. Disclosure to third parties is not permitted. Page 2 of 3 P-25-365 S T E R I S° RSR39 25.0 Rev039 rti This document is confidential information. Disclosure to third parties is not permitted. Page 3 Of 3 P-25-365 ATTACHMENT A SERVICE COVERAGE DESCRIPTIONS 1. Total Care Connect-Remote service includes parts,labor and travel to perform: (i) Scheduled preventive maintenance in accordance with STERIS's then-current Preventive Maintenance Check List("PMCL"); (ii) Unscheduled repair visits,provided that parts required during unscheduled repair visits are not subject to the parts exclusions outlined in Section 5(d)of Attachment B to this Service Agreement. (iii) Unscheduled travel will be billable. STERIS Service Maintenance Coverage �E= Total Care Connect-Remote -011 Complete maintenance,repair and connectivity package for those who want the simplest way to cover their investment EQUIPMENT MAINTENANCE Meets OEM Recommended Maintenance &Safety Standards • Scheduled Maintenance Labor&Travel • Scheduled Maintenance Parts(where • applies) Repair Labor • Repair Parts • CUSTOMER SUPPORT P-25-365 Priority Technical Support 24/7 IL • Customer Care Center F • Detailed Service Documentation • Service Portal • Troubleshooting Center • Remote Monitoring • 2. Remote Monitoring—If equipment is eligible for Remote Monitoring STERIS will be required to install a Connectivity Board(Machine Data Logger and Transmitter)utilizing LAN drop provided by facility or Cellular connectivity to transmit data. 3. Service Portal—Subscriber will have access to the ConnectCare Service Portal and Troubleshooting Center. 4. 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("Surgical 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("IPT Normal Working Hours"). Any Service not performed during the Surgical or IPT Normal Working Hours, as applicable shall be billed at the then-current applicable rate as set forth in Section 5(a)of Attachment B to this Service Agreement. 5. Priority Technical Support—Priority Technical Support service for STERIS equipment for the term of this Service 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 Care Team resource based on the equipment serial number. P-25-365 Attachment B—STERIS Terms & Conditions 1) Terms and Conditions: a. These terms and conditions ("STERIS's Terms") apply to, and are incorporated by reference into, all: (i) services sold or provided by STERIS Corporation ("STERIS") pursuant to a service agreement between STERIS and Subscriber (as defined below) (a "Service Agreement") and (ii) billable services ("Billable Services") provided by STERIS in response to a quote submitted by STERIS (whether or not in response to a service request submitted by Subscriber) and accepted by Subscriber("Quote"), including the Services (defined below). Notwithstanding any other provision, no term or condition, express or implied, including any term or condition contained in or referenced by any purchase order or other document issued by Subscriber shall take precedence over STERIS's Terms unless expressly agreed to by an authorized representative of STERIS and the Subscriber. Any terms in Subscriber's purchase order or any other document of acceptance that are different from or additional to STERIS's Terms are hereby rejected unless specifically accepted by STERIS in a separate document signed by both Subscriber and STERIS, regardless of whether such other terms would materially alter the terms hereof. b. STERIS reserves the right to correct any typographical or clerical errors in price,specifications, quotations or acknowledgements without complying with any provision in the Agreement governing modifications. c. In addition to those terms defined elsewhere in STERIS's Terms,the following terms shall have the following meanings for the purposes hereof: i. "Agreement" means, as applicable, either the Service Agreement or an agreement for STERIS to provide Billable Services by way of Quote, and includes, for certainty, STERIS's Terms; ii. "including" means including without limitation; iii. "parties" means STERIS and the Subscriber and "party" means either one of them; and iv. "Subscriber" means the customer that is a party to the Agreement. 2) Services: a. Subscriber has selected: a)from the service options described in Attachment A to the Service Agreement("Service Options"); or b)the Billable Services identified in a Quote, in each case, in respect of the equipment ("Equipment") identified therein (being, in the Service Agreement,the Equipment identified in the "Equipment List"). The Service Options and/or the Billable Services (as applicable) are referred to herein as the "Services". STERIS agrees to provide Subscriber with the Services according to STERIS's Terms and any other terms and conditions that may be agreed to by STERIS from time to time in accordance with Section 1)a. 3) Service Parameters: a. Service Parameters—Generally—STERIS will perform the Services (i) under the terms and conditions of the Agreement (which, for certainty, in each case, is deemed to include STERIS's Terms), and in accordance with the Agreement and (ii) any other terms and conditions that may be agreed to by STERIS from time to time in accordance with Section 1)a. 1 P-25-365 b. Recall Alerts—STERIS will provide a recall alert monitoring and notification service for the Equipment. c. 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 the Service Agreement if applicable. 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. d. Normal Working Hours—The Services for: (i)surgical Equipment will be performed Monday through Friday,8:00 A.M.to 8:00 P.M. local time, excluding any day that is a statutory or civic holiday in the jurisdiction where the Subscriber is located; and (ii) infection prevention Equipment will be performed Monday through Friday,8:00 A.M.to 5:00 P.M., local time, excluding any day that is a statutory or civic holiday in the jurisdiction where the Subscriber is located. Any Services for surgical Equipment or infection prevention Equipment not performed during the working days and working hours set forth in paragraphs (i) and (ii), respectively, shall be billed at STERIS's then-current applicable rate. e. 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 forty- eight (48) hours.All response times are in accordance with Section 3)d above. f. Scheduling of Chamber Cleaning Services—a) If Subscriber fails to notify STERIS at least seven business days before a scheduled visit to perform chamber cleaning Services,Subscriber may be charged a rescheduling fee. b) Subscriber will be charged an emergency cleaning fee for any unscheduled chamber cleaning services of immediate need requested by Subscriber. The amount of any such rescheduling fee or emergency cleaning fee will be determined by STERIS at the time of any such rescheduling or request for emergency cleaning services, as applicable. 4) Term and Termination: a. Term—The "Term" of these STERIS's Terms shall be as set out in: (i)the body of the Services Agreement, particularly as it relates to the selected Service Options, if applicable; and (ii) in respect of a Billable Service shall be for the duration of the Service. b. Termination for Insolvency—Either party may terminate this Service 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—The Agreement(including,for certainty, these STERIS's Terms) may also be terminated by either party in the event of a material breach of the terms of the Agreement by the other party, provided that the breaching party shall have a period of sixty(60) days following receipt of written notice of such an alleged breach within which to correct such breach. If the breach is not corrected within that period,the non-breaching party may terminate the Agreement immediately by providing written notice of termination to the other party.All obligations of the parties under the Agreement, including those pertaining to payment and the provision of the Services will continue until the effective date of the termination. 2 P-25-365 d. Refunds/Cancellation Charges—If the Agreement is terminated by Subscriber other than in accordance with Section 4b) or 4c) 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, as calculated at STERIS's then-current time and material rates, as of the effective date of such termination; and ii. the total fees paid by Subscriber during the then-current Term as of the effective date of such termination, plus an amount equal to Sales Taxes (as hereinafter defined) payable in respect of, or deemed to be included in,the payment to be made to STERIS pursuant to this Section 4d). iii. The parties acknowledge and agree that the payment contemplated by this Section 4d) is not a penalty, but is instead a reasonable attempt to quantify the damages to STERIS in the event of the termination contemplated by this Section 4d) and that this Section 4d) is reasonable under the circumstances, di. End of Term—If the entire value of a block of parts and/or block of time contract is not used by Subscriber prior to expiration of the Agreement, Subscriber will not be entitled to a refund for any portion of the remaining value thereof. dii. Returns/Restocking Charges—STERIS will accept returns of service parts purchased pursuant to the Agreement and issue Subscriber a credit for such service parts subject to the following restrictions: i. A return must be requested within thirty(30) days of the purchase date of the service part, as indicated on the applicable 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 one hundred and twenty (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); and ix. All returns are subject to a 20% restocking charge, plus freight, crating, re-certification charges, and applicable Sales Taxes, as applicable. 5) Pricing and Payment: a. Pricing—The prices for the Services under a Service Agreement are set forth in the Equipment List.The prices for Services in a Quote are based on STERIS's then-prevailing labor rates and parts prices. 3 P-25-365 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—For a Service Agreement, 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. For Services provided under a Billable Service Request or accepted Quote (and for Services not included in a Service Options under a Services Agreement (see Exclusions in Section 5)d below)), STERIS will deliver an invoice to Subscriber upon the completion of the Services. Subscriber shall pay all invoices within forty-five (45) days of receipt. STERIS may assess interest charges for late payment at the rate of IY2 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 under a Service Agreement 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 the following: i. Equipment overhauls,welding, rebuilds, upgrades and/or relocations, door assemblies, light cameras, surgical monitors or recorders not purchased from STERIS, generators,water tanks, reservoirs, surgical table shrouds, surgical light spindles, sonic tanks, SYSTEM 1e trays, System 1 lids and monochrome displays. For life science Subscribers, all pumps, transducers, or components with a sales price greater than $5,000; ii. Consumable and expendable items including 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, hand controls, arm boards,x-ray tops,table pads; iv. Visits made at Subscriber's request to perform Services on Equipment that was not available,that could not be located, or services outlined as Subscriber responsibility in the equipment operator manual; v. Services requested by Subscriber due to failure of defective accessory items; vi. Services or parts based on an assessment or diagnostic 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 (as defined below), 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; 4 P-25-365 x. Any repairs that 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); A. Services performed outside of normal working hours, as set forth in Section 3)d unless work outside such hours is provided for in the Equipment List; 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; xiv. Unless the 1st Year Preventive Care Option listed on Attachment A to the Service Agreement, if applicable, is selected by the Subscriber, preventive maintenance during the Warranty Period (defined below)for capital equipment is not covered by the Agreement and that is available through a separate agreement with STERIS; xv. All oil changes in excess of the quantity of two (2)for all V-PRO units with a standard maintenance agreement are billable events to be charged at then-current parts and labor rates. Oil changes above the standard quantity of two (2) may be included in the maintenance agreement for an additional fee; and xvi. STERIS's obligation to provide the Services will be relieved during the Term if access to parts are no longer available to support the Equipment or the Equipment is obsolete from a parts and labor coverage level. Subscriber will be given the option to reduce the coverage to include labor only for the remainder of the Term. 6) Additions or Deletions of Equipment(Applicable to Services Agreements only): a. Additions or deletions of Equipment to or from the Equipment List under the Service Agreement 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 parties, including advance written agreement in respect of pricing. Additions to a Service Agreement after the 15th (fifteenth) of the month will be effective the 1st(first)of the following month.Additions to a Service Agreement 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 any claims or liability resulting from the condition or use of that item 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. Prior to the addition of any Equipment to the Equipment List during the Term, an 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 remote monitoring is included in this Service Agreement, it will be enabled on any equipment included or added as Equipment to the Service Agreement that is capable of supporting this feature by the addition of the appropriate hardware (the "Connectivity Hardware"),which hardware shall remain the property of STERIS. If remote monitoring is removed before this 5 P-25-365 Service Agreement expires and or the Service Agreement does not renew,STERIS reserves the right to remove the Connectivity Hardware in its sole discretion. 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 Service 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 a Service Agreement shall be the responsibility of STERIS with the exception of exclusions as outlined in Section 5)d. Shipping and handling of parts outlined 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 Subscriber, or Subscriber's carrier, or special handling at the destination, must be paid by the Subscriber. 8) Equipment Manuals: a. Subscriber will be responsible for acquiring any necessary operating and maintenance manuals for non-STERIS Equipment covered under the 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 the Agreement and shall assist STERIS's representative(s) 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 will be responsible for paying any amounts owed to: i. other vendors; or ii. STERIS for Services performed prior to the time the Service 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. 6 P-25-365 e. 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. f. Invoices—With respect to services or parts provided by STERIS that are excluded from the Services under the terms of the Service Agreement, such services or parts will be charged at STERIS's then-prevailing labor rates and parts prices. Subscriber will maintain a standing purchase order to cover any such service and parts billing, and such charges (together with any Sales Taxes applicable thereon) shall be invoiced by STERIS, payable by Subscriber and bear interest in the manner prescribed by Section 5)c. While payment for such services is not part of the Services under a Service Agreement,the rendering of such additional services shall otherwise be subject to STERIS's Terms, 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 that STERIS's personnel may encounter when working on Equipment and in the environments within which the Equipment is located. h. If Subscriber elects to utilize remote monitoring,Subscriber agrees to the following: i. Network requirements for each connected Equipment 1. To allow remote security patches/software upgrades to be applied to connected equipment associated with remote monitoring and STERIS Equipment. 2. To make every effort to help resolve lost connectivity between Equipment and connectivity platform such as, but not limited to, resolving networking and computing issues for network connected devices. ii. Data ownership 1. Service History Records—Records of service requested and documentation surrounding completed work on Equipment is data maintained and owned by STERIS and provided to Subscriber. 2. Cycle Tape Information—Equipment cycle information is the property of the Subscriber. By utilizing the Connectivity Hardware and remote monitoring, Subscriber provides STERIS permission to collect cycle and machine data including to utilize in equipment service, create equipment performance and health insights, improve equipment design and provide operator tips and troubleshooting information to Subscriber. 3. Equipment Performance and Health Insights—Machine data and cycle data received by STERIS and transformed into equipment performance data and health insights is the intellectual property of STERIS. 4. Any Other Transformed Machine Data—All other data presented through the Connectivity Hardware not limited to that described above, is the property of STERIS. i. If Subscriber elects to utilize ORI Software,Subscriber agrees to the following: i. ORI Software Version—Subscriber will utilize the most recent ORI software version for STERIS to troubleshoot. ii. Remote Connectivity—Subscriber is responsible for remote connectivity for STERIS to perform software updates. j. Performance Data License—Subscriber hereby grants to STERIS an irrevocable, perpetual, royalty-free, assignable,transferrable, sublicensable, non-exclusive right and license to receive, store, access, host,transmit, use, copy, reproduce, distribute, display, publish, process, reformat, reconfigure, modify, manipulate, arrange,compile, parse, analyze, aggregate, create derivative works P-25-365 of, and otherwise exploit, Equipment performance data ("Performance Data")gathered through remote monitoring, in each case as part of or otherwise in connection with: 1. STERIS's provision of Services to Subscriber in accordance with the Agreement(including,for certainty,these STERIS's Terms); 2. STERIS's review and analysis of Subscriber de-identified Performance Data, together with similar performance data gathered from across STERIS's entire deployed base of equipment used by all STERIS customers or subscribers, in aid of STERIS's efforts to support, maintain and enhance the performance of the Equipment and the Services; and 3. the exercise of STERIS's rights and the performance of its duties and obligations under the Agreement. 10) Excused Performance: a. STERIS's obligation to provide the Services will be relieved during any period during which STERIS's employees do not have access to Equipment or parts by reason of war, act of terrorism, military action, nuclear hazard, energy shortage, epidemic, pandemic,government action, labor unrest,fire, act of God, obsolescence, 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 under a Service Agreement,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 its or Subscriber's inability to obtain necessary replacement parts. 11) Limited Warranty: a. 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 are actually required. EXCEPT AS PROVIDED HEREIN, STERIS MAKES NO REPRESENTATION, CONDITION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING ANY WARRANTY OR CONDITION 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. 8 P-25-365 12) Limitation of Liability: a. Notwithstanding anything else in the Agreement, in no case, including 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 either party be liable to the other for any indirect, consequential or incidental liabilities, damages, losses, costs or expenses, including loss of revenue, profits or goodwill, even if they have been informed of the possibility of any of the foregoing damages; and b. STERIS's aggregate liability to Subscriber in respect of any liability, damage, loss, cost, and expense of any kind or any nature ("Loss") including as a result of breach of contract, breach of warranty or tort (including STERIS's willful acts, negligence or strict liability), is expressly and specifically limited to the cost of the Service which gave rise to the Loss (by way of example, if a Loss stems from a Service provided in respect of a single piece of Equipment, STERIS's aggregate liability in respect thereof shall be limited to the cost of such Service in respect of that single piece of Equipment and not all Services being provided in respect of all Equipment). Without limiting the foregoing, STERIS's aggregate liability to Subscriber arising in connection with the Agreement, including as a result of breach of contract, breach of warranty or tort(including STERIS's willful acts or negligence or strict liability), is expressly and specifically limited to the aggregate amount paid by the Subscriber under the Agreement. 13) Indemnity: a. STERIS agrees to defend, indemnify and hold Subscriber harmless from any and all claims, liability, damages or expenses (including reasonable legal fees) due to (i) personal injuries, including death to employees or contractors of either party or any third parties; and (ii) property damage, in each case only to the extent caused by the willful acts or the negligence of STERIS or the strict liability of STERIS or for those persons for which STERIS is responsible at law. Subscriber agrees to defend, indemnify and hold STERIS harmless from any and all claims, liability, damages or expenses (including reasonable legal fees) due to (i) personal injuries, including death,to employees either party or any third parties; and (ii)from property damage, in each case to the extent caused by the willful acts or the negligence of Subscriber or the strict liability of Subscriber or for those persons for which Subscriber is responsible at law. 14) Non-Disclosure: a. Subscriber acknowledges that in the course of preparing to perform and performing the Services,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 the Agreement. Portions of this information, including 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 9 P-25-365 Materials or STERIS Software except in accordance with STERIS's Terms. Except as otherwise required by law, Subscriber agrees that upon termination of a Service Agreement or, in respect of a Billable Service, on completion of the Services, Subscriber shall return all STERIS Materials, STERIS Software, or any copies thereof that are within its possession or control (other than reports that have been delivered to Subscriber by STERIS and that 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 that is marked "Confidential" and that comes into STERIS's possession during the Term will be treated as such, will be used only for provision of the Services, and will not be disclosed by STERIS to third parties (with the exception of its employees, contractors and professional advisors) unless required by applicable law. Subscriber acknowledges that all Equipment data (including all Performance Data) collected through remote monitoring shall be considered STERIS Materials. 15) Non-Solicitation(Applicable to Services Agreements only): a. For the duration of this Service 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 to Subscriber, except pursuant to a general solicitation that is not directed specifically to any such employees or if any such employee is terminated by STERIS. 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 technician or manager hired in breach of this Section 14)a, 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 STERIS's right to terminate the Agreement pursuant to Section 4)c obtain an injunction against the continued employment of the covered employee, as well as to pursue any other legal or equitable remedies that may be available. 16) Notices: a. Any notice, instruction or other document pertaining to STERIS's Terms or any underlying Service Agreement or Billable Service Request or Quote shall be in writing and shall be delivered personally,electronically by email or sent by United States certified mail, return receipt requested and addressed to Subscriber or STERIS as shown on the face of this Agreement, unless otherwise specified. 17) Severability: a. If any term or provision of the Agreement or application thereof to any person or circumstance is to any extent held to be invalid, illegal or unenforceable in any respect,the remainder of the Agreement or application of such term or provision to such person or circumstance other than those as to which it is held invalid, illegal or unenforceable will not be affected thereby, and each term and provision of the Agreement will be considered valid and legal and will be enforced to the fullest extent permitted by applicable law. 10 P-25-365 18) Waivers: a. The failure by either party to enforce any of STERIS's Terms shall not act as a waiver of that party's right to insist on later performance of that or any other term or condition in the Agreement, nor shall it act as a waiver of any of the party's rights with respect to the non-performance. 19) Independent Contractor: a. STERIS and Subscriber hereby acknowledge that STERIS shall perform the Services for Subscriber as an independent contractor. Nothing in the Agreement shall be construed to create the relationship of employer and employee or principal and agent between STERIS and Subscriber. 20) Assignment: a. The Agreement and the rights and obligations hereunder may not be assigned or transferred by either party without the prior written consent of the other, except that STERIS may, on notice to the Subscriber, assign the Agreement to an affiliated company or in connection with the merger, amalgamation or business combination of STERIS or a sale of all or substantially all of its assets. Without limiting the foregoing,the Agreement shall be automatically terminated as to any item of Equipment on the Equipment List at the time that such item leaves the exclusive control of Subscriber. 21) Complete Agreement,Modification and Applicable Law: a. The Agreement, including for greater certainty STERIS's Terms and any attachments hereto, constitutes the entire agreement and understanding between the parties 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.The 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 agrees to the original and non-exclusive jurisdictions of the courts of Ohio. 22) Survival: a. Neither the expiration nor the earlier termination of the Agreement, nor the completion of the Services, will release either party from any obligation or liability that accrued prior to such expiration or termination.The parties agree that the provisions of the Agreement requiring performance or fulfillment after the expiration or early termination of the Agreement and such other provisions as are necessary for the interpretation thereof,the nature and intent of which is to survive termination or expiration of the Agreement, including Sections 11-15, shall survive the expiration or earlier termination of the Agreement. 11 P-25-365 23) Counterparts: a. The Agreement may be executed in any number of counterparts. Each executed counterpart shall be deemed to be an original. All executed counterparts taken together shall constitute one agreement. The parties have executed the Agreement to be effective as of the first day of the term set forth on page one of the Quote. AGREEMENT# SUBSCRIBER STERIS Corporation Riley Blackburn oa,,202507311d by 5:2 15a-o,00° By: By: Name: Riley Blackburn Name: Steven Jacobson Purchasing Manager Contract Service Rep Title: Title: 7/25/2025 Date: Date: PO#: 12 P-25-365 February 25,2025 S T E R I S Subject: Sole Source Authorized Service Provider Dear Customer: Please be advised STERIS is the sole factory-authorized supplier of parts and service for the equipment we manufacture, including products under the brand names of AMSCO,Finn Aqua,HAMO,Black Diamond Video,Medisafe and Cantel/Medivator. All replacement parts manufactured or marketed by STERIS are compliant with original equipment manufacturer(OEM) specifications.These parts are sold and shipped directly to the end user of the products. STERIS does not utilize a distributor model. STERIS has over 950 trained personnel who maintain our equipment through preventive maintenance agreements assuring STERIS-manufactured equipment continues to operate in compliance with OEM specifications. As the manufacturer of STERIS equipment,we recommend taking several factors into consideration when determining the appropriate number of annual preventive maintenance(PM)inspections for equipment both in and outside the warranty period (typically one year from installation). These factors include but are not limited to previous experience with the machine, adherence to recommended routine operator maintenance protocols,quality of utilities,technical expertise of the service provider,and equipment usage rates. Unless there are complicating factors,as described above,the preventive maintenance set forth in the chart is recommended and is consistent with the PM visits covered by our current standard service agreements.Please work with your STERIS service representative to determine,taking into consideration all relevant factors,if the appropriate quantity of PM visits for your equipment differs from that set forth in the standard service agreement. STERIS is in the process of revising service and maintenance manuals to reflect our updated recommendations. Routine Maintenance: Equipment Annual PM Inspections First Year PM Inspections Steam Sterilizers • 2 PM inspections annually • 1 PM inspection Electric Sterilizers • 4 PM inspections annually • 1 PM inspection Sterilizer Loading Equipment • 1 PM inspection annually • N/A Generators—Stand Alone • 4 PM inspections annually • 2 PM inspections V-PRO®Low Temperature Sterilization • 2 PM inspections annually or • 2 PM inspections annually or Systems(VHP) every 750 or 1,000 cycles*; every 750 or 1,000 cycles*; whichever is more frequent whichever is more frequent Single Chamber Washers Disinfectors and • 4 PM inspections annually • 1 PM inspection Cart Washers AMSCO 7052/7053HP Single Chamber • 2 PM inspections annually • 1 PM inspection Washers and AMSCO 1215 Cart Washer SCS Conveyor Modules • 2 PM inspections annually • 1 PM inspection Reliance Load and Unload Modules • 4 PM inspections annually • N/A Washer/Disinfector Manifold Racks • 2 PM inspections annually • N/A Robotic Assisted Surgery(RAS) 12 Rack • 1 PM inspection annually • N/A Surgical Equipment-Lights,Tables,EMS, . 2 PM inspections annually • 1 PM inspection Scrub Sinks,Warming Cabinets&OR Integration SYSTEM IE®Liquid Chemical Sterilant • 4 PM inspections annually • 3 PM inspections Processing System Ultrasonic Cleaners and Consoles** • 2 PM inspections annually • 1 PM inspection Medivator AERs and Endodry Cabinets • 1 PM inspection annually • N/A Endoscope Storage Cabinet(ESC) 0 2 PM inspections annually 0 N/A TruFreeze • 1 MapJboh annually • N/A *As dictated by unit configuration **Note: Innowave ultrasonic cleaner calibration can only be performed by STERIS technicians. Recommended Chamber Cleaning: Sterilizer Chamber Cleanings • 1 annual cleaning* STERIS Cart Washer Chamber Cleaning • 1 annual cleaning* STERIS Single Chamber Washer Chamber Cleaning • 1 annual cleaning* VPRO Low-Temperature Sterilizer Chamber Cleaning • 1 annual cleaning* *Increased frequency of chamber cleaning may be needed. Sincerely, Greg Haire Vice President,Business Intelligence,Digital Transformation,and Contracts North American Healthcare Service