2021-116-E Emergency Svc-Stryker Sales Corporation stretcher maintenance

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DocuSign Envelope ID:96B910A7-lA6F-4lC8-8873-FC9512F41139 ProCare Quote#210212134824—ADDENDUM to MASTER SERVICES AGREEMENT- Orange County NC-February 12,2021 This Addendum,together with the Master Services Agreement and related Quote#210212134824 set forth the entire Product Service Plan Agreement ("Agreement")between Stryker Sales Corporation,through its Medical Division, hereinafter referred to as"Stryker",and the Organization,Institution, Facility or Municipality named on the face of the ProCare Quote, hereinafter,referred to as the"Customer".This is the entire Agreement and no other oral modifications are valid.This Agreement shall remain in effect unless canceled or modified by either party according to the following terms and conditions. Stryker accepts Customer's order expressly conditioned on Customer's assent to the terms in the Agreement and as set forth in this document.. Amendments to this document shall be in writing and no prior or subsequent acceptance by either party of any purchase order, acknowledgment,or other document from the other party specifying different and/or additional terms shall be effective unless signed by both parties. 1. SERVICE COVERAGE AND TERM Stryker shall provide to Customer the services(the "Services') as defined on Page 1 of the Stryker Proposal as the equipment ProCare Program(s) (hereinafter each,a"Service Plan").The equipment covered under said Service Plan is set forth on the Equipment Schedule attached to the Proposal(the "Equipment").The Services and the Service Plan(s)are ancillary to and not a complete substitute for the requirements of Customer to adhere to the routine maintenance instructions provided by Stryker, its equipment and operations manuals,and accompanying labels and/or inserts for the Equipment. Customer covenants and agrees that its personnel will follow the instructions and contents of those manuals,labels and inserts.When Equipment or a component is replaced,the item provided in replacement will be the Customer's property(if Customer owns the Equipment)and the replaced item will be Stryker's property. The Service Plan(s)coverage,term,start date,and price of the Services appear on the face of the Stryker Proposal. 2. EQUIPMENT SCHEDULE CHANGES During the term of the Agreement and upon each party's written consent,additional Equipment may be included in the Exhibit A,being Quote#10259666. All additions are subject to the terms and conditions contained herein. The parties shall mutually agree that the Master Agreement shall be amended to reflect any additional equipment,and to modify the pricing to reflect suchadditions. 3. INSPECTION SCHEDULING Service inspections will be scheduled in advance at a mutually agreed upon time for such period of time as is reasonably necessary to complete the Services. Equipment not made available at the specified time will be serviced at the next scheduled service inspection unless specific arrangements are made with Stryker. Such arrangements will include travel and other special charges at Stryker's then current rates. 4. INSPECTION ACTI VITY On each scheduled service inspection,Stryker's Service Representative will inspect each available item of Equipmentas required in accordance with Stryker's then current maintenance procedures for said Equipment.If there is any discrepancy or questions on the number of inspections,price,or Equipment,the parties mutually agree to review and amend this Agreement. S. CUSTOMEROBLIGATIONS Customer shall use commercially reasonable efforts to cooperate with Stryker in connection with Stryker's performance of the Services.Customer understands and acknowledges that Stryker Service Representatives will not provide surgical or medical advice,will not practice surgery or medicine, will not come in physical contact with the patient,will not enter the"sterile field"at any time,and will not direct equipment or instruments that come in contact with the patient during surgery.Customer's personnel will refrain from requesting Stryker Service Representatives to take any actions in violation of these requirements or in violation of applicable laws,rules or regulations,Customer policies,or the patient's informed consent.A refusal by Stryker Service Representatives to engage in such activities shall not be a breach of this Agreement. Customer consents to the presence of Stryker Service Representatives its operating rooms,where applicable,in order for Stryker to provide Services under this Agreement and represents that it will obtain all necessary consents from patients. 6. INITIAL INSPECTION This Agreement shall be applicable only to such Equipment as listed in the Equipment Schedule,which has been determined by a Stryker's Representative to be in good operating condition upon his/her initial inspection thereof. 7. MAINTENANCE INSPECTION This Agreement may include products which are beyond their warranty period and tested expected service life.Any such product will be inspected to determine if the product meets the operations and maintenance manual guidelines for that particular product as of the date of inspection.Despite any such inspection,Stryker makes no claims or assurances as to future performance,including no express or implied warranty,for any product which was inspected outside of its warranty period or beyond its tested expected service life.