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HomeMy WebLinkAbout000267 Original ContractCUSTOMER Approved by Title Signature Date Customer Name PORT ANGELES FIRE DEPARTMENT Information: Address 102 EAST 5TH STREET City PORT ANGELES Dan McKeen (Typed or Printed Name) Fire Chief 0\ (Typed or Printed (Authorized Signature) Title Signature Date GE Healthcare Support Summary INSTRUCTIONS: For convenience, all areas requiring information, initialing or signature by Customer are highlighted within the Agreement poges AGREEMENT BILLING ACCOUNT QUOTE# 99990304A Electronic Funds Transfer Authorized? Yes 0 No PAYMENT TERMS Payment is due within 30 days of invoice dote PURCHASE ORDER: Is a Purchase Order required for proper payment of this agreement? Yes PO# (please attach coov) PO Expiration Date State WA Zip 98362 Is above address correct for billing this contract? Yes No If no, please provide correct oddress below Customer Billing Name Information. Address City State Zip Please provide the contact name and email address of the person(s) Contact Name Email address. 1. To be notified when this document is processed: 2. Receive all invoices electronically via email Individual Invoice Consolidated Statement View The support and prices quoted below are valid provided the customer signs and returns this quote to GE Healthcare by 08 -13 -2011 TERM: The Term of this Agreement is 36 months, commencing on 01 -01 -2012 (month /day /year) and ending on 12 -31 -2014 (month /day /year) ANNUAL NORMAL FIXED CHARGES See Schedule A for annual charges and start dates for each item of Equipment Charges are based on Equipment Inventory and coverage levels as of the agreement start date and are subject to change to reflect Inventory and coverage modifications. variable charges and other adjustments as specified in this Agreement PAYMENT PERIODS: Monthly Normal Fixed Charges are payable in arrears in 36 installments as follows 11 -36, 572.831 plus applicable taxes and subject to adjustment as provided in the Agreement The above is for Illustrative purposes only and may likely change based upon additions or deletions to covered equipment inventory, inflation adjustments or other factors that may change your annual support services charges You will be billed for services beginning with the commencement date Payment will be due the first of each month If the commencement date is not the first of the month, the first and last payments will be prorated accordingly This may increase the total number of periodic payments by one, but will not Increase total Normal Fixed Charges EQUIPMENT COVERAGE See attached Schedule (s) to this Support Summary for the description of the Equipment, Service Support coverage and hours, and periodic charges applicable to this Support Summary AGREEMENT: This agreement is by and between the customer and GE Healthcare GE Healthcare agrees to provide and customer agrees to pay for the products and /or services set forth in this agreement in accordance with the terms and conditions set forth herein This agreement is comprised of (1) this Support Summary, (21 any applicable Addendum, (3) any Schedule(s) referred to herein that identify the Equipment as well as the product and /or service offerings purchased or licensed by customer, (4) the included statement(s) of Deliverables for such products and /or offerings, and (5) the included GE Healthcare Standard Terms and Conditions Sales and Services and Additional Terms and Conditions Services In the event of conflict among the foregoing Items, the order of precedence is as numbered above This agreement constitutes the complete agreement of the parties relating to GE Healthcare's delivery of the products and /or services Identified in the GE Healthcare Quotation and supersedes all prior oral or written proposals, statements, agreements, commitments, or understandings with respect to the matters provided far herein This agreement is not tied to an umbrella purchasing agreement or other group purchasing agreement unless expressly indicated (1 Prepared By Shannon Pratt GE HEALTHCARE Approved by (Typed of Printed Name) HS wl Typed or Printe ,x -27./1 Authorzed Signature) City of Port Angeles Record #000267 1L iSo GE Company Proprietary and Confidential Page 1 of 10 Serv051210 General Electric Company GE Healthcare References herein to "Products" and "Services" mean the Products (including equipment and softm are) and Services identified on the applicable GE Healthcare Quotation "Quotation 1. General Terms 11 Confidentiality Each party will treat the terms of this Agreement and the other party's written, proprietary business information as confidential if marked as confidential or proprietary Customer will treat GE Healthcare (and GE Healthcare's third party vendors') software and technical information as confidential information whether or not marked as confidential and shall not use or disclose to any third parties any such confidential information except os specifically permitted in this Agreement or as required by law (with reasonable prior notice to GE Healthcare) The receiving party shall have no obligations with respect to any information which 0) is or becomes within the public domain through no act of the receiving party in breach of this Agreement, (u) was in the possession of the receiving party prior to its disclosure or transfer and the receiving party con so prove, Oil) is independently developed by the receiving party and the receiving party can so prove, or )iv) is received from another source without any restriction on use or disclosure 12 Governing Law The law of the state where the Product Is installed or the Service is provided will govern this Agreement 13 Force Maieure Neither party is liable for delays or failures in performance (other than payment obligations) under this Agreement due to a cause beyond its reasonable control In the event of such delay, the time for performance shall be extended as reasonably necessary to enable performance 14 Assignment. Use of Subcontractors Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that either party may transfer and assign this Agreement without the other party's consent to any person or entity (except to a GE Healthcare competitor) that is an affiliate of such party or that acquires substantially all of the stock or assets of such party's applicable business if any such assignees agree, in writing, to be bound by the terms of this Agreement Subject to such limitation, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns GE Healthcare may hire subcontractors to perform work under this Agreement, provided that GE Healthcare will at all times remain responsible for the performance of its obligations and duties under this Agreement 15 Amendment. Waiver. Survival This Agreement may be amended only in writing signed by both parties Any failure to enforce any provision of this Agreement is not a waiver of that provision or of either party's right to later enforce each and every provision The terms of this Agreement that by their nature are intended to survive its expiration (such as the confidentiality provisions included herein) will continue in full force and effect after its expiration 16 Termination If either party materially breaches this Agreement and the other party seeks to terminate this Agreement for such breach, such other party shall notify the breaching party in writing, setting out the breach, and the breaching party will hove sixty (60) days following receipt of such notice to remedy the breach If the breaching party fails to remedy the breach during that period, the other party may terminate this Agreement by written notice to the breaching party For the avoidance of doubt, this Agreement is not terminable for convenience and may only be terminated in accordance with this Agreement If GE Healthcare determines in good faith at any time that there are legal or regulatory compliance and /or material credit issues with this Agreement, if any, GE Healthcare may terminate this Agreement (including warranty services hereunder) immediately upon written notice to Customer 2. Compliance 21 Generally This Agreement is subject to (i) GE Healthcare's on -going credit review and approval and Oil GE Healthcare's on -going determination that Customer and this Agreement comply with all applicable laws and regulations, including those relating to workplace safety, FDA matters, Federal Healthcare Program Anti kickback compliance, export/import control and money laundering prevention CUSTOMER ACKNOWLEDGES THAT THE PRODUCTS ARE OR MAY BE SUBJECT TO REGULATION BY THE FDA AND OTHER FEDERAL OR STATE AGENCIES CUSTOMER SHALL NOT USE OR PERMIT THE PRODUCTS TO BE USED IN ANY MANNER THAT DOES NOT COMPLY WITH APPLICABLE FDA OR OTHER REGULATIONS OR FOR ANY NON MEDICAL, ENTERTAINMENT, OR AMUSEMENT PURPOSES Further, Customer represents that it is purchasing the Products for its own use consistent with the terms of this Agreement and that it does not intend to re -sell the Products to any other party or to export the Products outside the country to which GE Healthcare delivers the Products 2 2 Cost Reoortina Customer represents and warrants that it shall comply with (01 the applicable requirements of the Discount Statutory Exception, 42 U S C 13200- 7b(b)(3)(A), and the Discount Safe Harbor, 42 C F R 1001 952(h), with respect to any discounts Customer may receive under this Agreement and (b) the Warranties Safe Harbor, 42 C F R 1001 952(g), with respect to any price reductions of on item (including a free item) which were obtained as port of a warranty under this Agreement Customer agrees that, if Customer is required to report its costs on a cost report. then (i) the discount must be based on purchases of the same good bought within a fiscal year, Oil Customer must claim the benefit in the fiscal year in which the discount is earned or in the following year, Iul Customer must fully and accurately report the discount in the applicable cost report, and (ivl Customer must provide, upon request, certain information required to be provided to the Customer by GE Healthcare as a seller or offeror, as appropriate If Customer is an individual or entity in whose name a claim or request for payment is submitted for the discounted items. the discount must be made at the time of the sale of the good, and the Customer must provide, upon request, certain information required to be provided to the Customer by GE Healthcare as a seller or offeror, as appropriate GE Healthcare agrees to comply with the applicable requirements for sellers or offerors under the Discount Safe Harbor, as appropriate 2 3 Site Access Control and Network Security Customer shall be solely responsible for establishing and maintaining security, virus protection, backup and disaster recovery plans for any data, images, software or equipment GE Healthcare's Services do not include recovery of lost data or images Customer shall comply with all applicable laws and regulations related to site access control 2 4 Environmental Health and Safety Customer shall provide and maintain a suitable, safe and hazard -free location and environment for the GE Healthcare Products and Services in material compliance with any written requirements provided by GE Healthcare, perform GE Healthcare recommended routine maintenance and operator adjustments, and ensure that any non -GE Healthcare provided Service is performed by, and GE Healthcare Products are used by, qualified personnel in accordance with applicable user documentation GE Healthcare shall have no obligation to perform Services until Customer hos complied with its obligations under this Section 2 5 GE Healthcare- Suoolied Parts GE Healthcare can make no assurances that Product performance will not be affected by the use of non -GE Healthcare supplied parts In some instances, use of non -GE Healthcare supplied parts may affect Product performance or functionality 2 6 Trainina Any Product training identified in the Quotation shall be in accordance with GE Healthcare's then current training program offerings and terms Unless otherwise stoted in the catalog description, training must be completed within twelve (121 months after (i) the date of Product delivery for training purchased with Products and Oil the start date for Services for training purchased with Services If training is not completed within the applicable time period, GE Healthcare's obligation to provide the training will expire without refund GE Healthcare General Terms and Conditions GE Company Proprietary and Confidential Page 2 of 10 GeneralT &C09 2010 General Electric Company GE Healthcare GE Healthcare General Terms and Conditions 2 7 Medical Diaanosis and Treatment All clinical and medical treatment and diognostic decisions ore the responsibility of Customer and its professional healthcare providers 3. Disputes, liability, and Indemnity 3 1 Waiver of Jury Trial EACH PARTY EXPRESSLY WAIVES ALL RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS AGREEMENT 3 2 Limitation of Liability GE HEALTHCARE'S (AND ITS REPRESENTATIVES') LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED (A) FOR PRODUCTS OR SERVICES OTHER THAN SERVICES UNDER AN ANNUAL SERVICE CONTRACT, THE PRICE FOR THE PRODUCT OR SERVICE THAT IS THE BASIS FOR THE CLAIM, OR (8) FOR ANNUAL SERVICE CONTRACTS, THE ANNUAL CONTRACT PRICE FOR THE SERVICE THAT IS THE BASIS FOR THE CLAIM NEITHER CUSTOMER NOR GE HEALTHCARE (NOR THEIR RESPECTIVE REPRESENTATIVES) SHALL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT (OR OTHERWISE IN CONNECTION WITH THE PRODUCTS AND SERVICES) FOR ANY INDIRECT, SPECIAL, PUNITIVE. INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, TIME, OPPORTUNITY OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STATUTE, EQUITY OR OTHERWISE THE LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES SHALL APPLY EVEN IF THE LIMITED REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE 3 3 IP Indemnification GE Healthcare will defend, indemnify and hold harmless Customer from any third party claims for infringement of intellectual property rights arising from Customer's use of GE Healthcare manufactured equipment and /or GE Healthcare proprietary software listed in the Quotation in accordance with their specifications and within the license scope granted in this Agreement If any such claim materially interferes with Customer's use of such equipment and /or software, GE Healthcare shall, at its option (4 substitute functionally equivalent non infringing products, (ii) modify the infringing Product so that it no longer infringes but remains functionally equivalent, (to) obtain for Customer at GE Healthcare's expense the right to continue to use the infringing Product, or (iv) if the foregoing are not commercially reasonable, refund to Customer the purchase price, as depreciated (based on five (5) year straight -line depreciation), for the infringing Product Any such claims arising from Customer's use of such infangrng Product after GE Healthcare hos notified Customer to discontinue use of such infringing Product and offered one of the remedies set forth in clauses (i) through (iv) above are the sole responsibility of Customer This Section represents Customer's sole and exclusive remedy (and GE Healthcare's sole and exclusive liability) regarding any infringement claim associated with such infringing Product The above indemnification obligation is conditional upon Customer providing GE Healthcare prompt written notice of the infringement claim after receiving notice of such claim, allowing GE Healthcare to control the defense of such claim. and reasonably cooperating with GE Healthcare in such defense Notwithstanding any other provision in this Agreement, GE Healthcare shall not have any obligation to Customer hereunder for infringement claims based on or resulting from (a) use of such infringing Product in combination with any computer software, tools, hardware, equipment, materials, or services, not furnished or authorized in writing for use by GE Healthcare, (b) use of such infringing Product in a manner or environment or for any purpose for which GE Healthcare did not design or license it, or in violation of GE Healthcare's use instructions, or (c( any modification of such infringing Product by Customer or any third party GE Healthcare shall not be responsible for any compromise or settlement or claim made by Customer without GE Healthcare's written consent This indemnification obligation is expressly limited to the GE Healthcare manufactured equipment and /or GE Healthcare proprietary software listed in the Quotation 4. Payment and Finance 41 Generally The payment and billing terms for the Product(s) and /or Service(s) are stated in the Quotation 4 2 Affiliate Bilhna If Customer's order includes Products manufactured by more than one GE Healthcare affiliated company, each affiliated company may invoice Customer separately for the portion of the total price under the Quotation attributable to its Products, under the same payment terms specified in the Quotation There shall be no additional fees or charges to Customer for such separate invoicing 4 3 Late Payment Failure to make timely payment is a material breach of this Agreement, for which (in addition to other available remedies) GE Healthcare may suspend performance under any or all GE Healthcare agreements until at past due amounts are brought current If GE Healthcare so suspends, GE Healthcare will not be responsible for the completion of planned maintenance due to be performed during the suspension period and any product downtime wit not be included in the calculation of any uptime commitment. Interest shall accrue on post -due amounts at a rate equal to the lesser of one one half percent (15 per month or the maximum rate permitted by applicable low Customer will reimburse GE Healthcare for reasonable costs (including attorneys' fees) relating to collection of past due amounts Any credits that may be due to Customer under an agreement may be applied first to any outstanding balance If Customer has a good faith dispute regarding payment for a particular Product (or subsystem thereof) or Service, such dispute shall not entitle Customer to withhold payment for ony other Product (or subsystem thereof) or Service provided by GE Healthcare GE Healthcare may revoke credit extended to Customer because of Customer's failure to pay for any Products or Services when due, and in such event al subsequent shipments and Services shall be paid for on receipt 4 4 Taxes Prices do not include sales, use, gross receipts, excise, valued- added, services, or any similar transaction or consumption taxes ("Taxes Customer shall be responsible for the payment of any such Taxes to GE Healthcare unless it otherwise timely provides GE Healthcare with o valid exemption certificate or direct pay permit In the event GE Healthcare is assessed Taxes, interest or penalty by any taxing authority, Customer shall reimburse GE Healthcare for ony such Taxes, including any interest or penalty assessed thereon Each party is responsible for any personal property or real estate taxes on property that the party owns or leases, for franchise and privilege taxes on its business, and for taxes based on its net income or gross receipts GE Company Propnetory and Confidential Poge 3 of 10 GeneralT &C09 2010 General Electric Company GE Healthcare GE Healthcare Service Terms and Conditions 1. Initial inventory Verification. Within ninety (90) days of assuming initial service responsibility, GE Healthcare will complete an inventory of the Product ("Product" means that equipment and software owned or leased by Customer as identified on the applicable GE Healthcare Quotation including GE- equipment and non -GE equipment unless specifically stated) to ensure accuracy Any Product that cannot be located will be removed from the Product Schedule Following completion of the inventory, GE Healthcare will provide a copy of the revised Product Schedule for Customers review and. upon Customers signed acceptance, the Product Schedule will become final Upon completion of the inventory, GE Healthcare will make the appropriate adjustments to Total Normal Fixed Charges ('Total Normal Fixed Charges" means the total fixed amount to be paid under an Agreement for Support "Service Agreement It does not include additional charges for services, other items not covered by the Service Agreement but requested by Customer, or any variable charges. if any GE Healthcare reserves the right to perform periodic additional audits to confirm then existing inventory 2. Product Inspection. Any Product covered under this Service Agreement must be in safe, normal operating condition and substantially in compliance with OEM specifications "Operating Condition when added to the Product Schedule GE Healthcare may inspect any Product that has been without GE Healthcare warranty or Service Agreement coverage for more than thirty (30) days The Service Agreement will be effective for such Product only after a GE Healthcare service representative has determined its eligibility If service or initial repair is required. the cost will be separately invoiced to Customer at GE Healthcare's then current list prices 3. Modifications. Customer is responsible for notifying GE Healthcare to the extent it proposes to add items to the Service Agreement Customer agrees that changes to Products covered under the Service Agreement may require GE Healthcare to modify the price charged and /or the terms of the service to be provided by GE Healthcare Any services provided by GE Healthcare at Customer's request that are not covered by the Service Agreement will be furnished at GE Healthcare's then current standard applicable contract rote 4. Inflation Adjustment. After the first year of the Service Agreement, but no more than annually, GE Healthcare may adjust the service fees by an amount no more than the prior twelve )12) -month increase in the U S Bureau of Labor Statistics (BLS) Employment Cost Index (ECI) for "Installation, Maintenance and Repair (not seasonally adjusted, total compensation) or any replacement index as determined by the BLS This adjustment shall be no more than five percent (5 annually and Customer will be notified by GE Healthcare at least sixty (60) days prior to any adjustment 5. Warranties._ GE Healthcare warrants that its services will be performed by trained individuals in a professional, workman -like manner GE Healthcare will promptly re- perform any non conforming services for no charge as long as Customer provides reasonably prompt written notice to GE Healthcare The foregoing service remedies ore Customer's sole and exclusive remedies (and GE Healthcare's sole and exclusive liabilities) for service warranty claims These exclusive remedies shat not have faded of their essential purpose )as that term is used in the Uniform Commercial Code) as long as GE Healthcare remains willing to re- perform any non conforming services for no charge, as applicable, within a commercially reasonable time after being notified of Customer's claim NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF NON- INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE WILL APPLY GE Healthcare may use refurbished parts during service as long as it uses the same quality control procedures as for new parts Any part for which GE Healthcare has supplied a replacement shot become GE Healthcare property 6. Software License. GE Healthcare grants to Customer a non exclusive, non transferable license to use for internal business only the GE Healthcare software, third -party software and associated documentation provided hereunder by GE Healthcare to Customer, subject to the license scope and other restrictions set forth in this Service Agreement Customer may permit its employees, agents and independent contractors to use the software and associated documentation consistent with this Service Agreement, provided, however, that Customer shall be responsible for any acts of its employees, agents and /or independent contractors which are inconsistent with this Service Agreement Customer may only use any third -party software provided by GE Healthcare together with the GE Healthcare software and will comply with all third -party software license terms included in any click or shrink wrap license or of which GE Healthcare otherwise makes Customer aware Without GE Healthcare's prior written consent. Customer may not (i) copy, sublicense, distribute, rent, lease, loan, resell, modify or translate the software or create derivative works based thereon, Oil directly or indirectly decompde, disassemble, reverse engineer or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the software, (vi) provide service bureau. time shore or subscription services based on the software, or )iv) remove, obscure or modify any markings, labels or any notice of the proprietary rights, including copyright, patent and trademark notices of GE Healthcare or its licensors Customer may make one copy of the software solely for backup purposes GE Healthcare and its licensors, as applicable, retain all ownership and intellectual property rights to the software and documentation No license rights are granted (whether by implied license or otherwise), to Customer, except as specifically provided in this section 7. Independent Contractor. GE Healthcare and Customer are independent contractors and nothing contained in this Service Agreement is intended nor shall it be construed as creating a fiduciary relationship, partnership or Joint venture between the parties, except as otherwise agreed in writing by the parties 8. Customer Responsibilities. In addition any other Customer Responsibilities throughout this Service Agreement, Customer is responsible for the following Ensuring satisfactory power quality and grounding for all Products Providing all operating and maintenance manuals, warranty information, OEM maintenance requirements, and related materials, including diagnostic software and other tools, pertaining to each non -GE Product GE Healthcare will acquire any additional necessary operating and maintenance materials that are available at Customer's expense All such operating and maintenance materials will remain or become Customer property Repair, replacement, or disposal of any accessories, power supply equipment, uninterruptible power supplies or consumable items, including but not limited to batteries, cassettes, copier drums, electrodes, fiber optics, fiber optic bundles, filters, laser tubes, film magazines, patient cables, radiation sources, refrigeration compressors, styli, radiation shields, overhead lights or software Additionally, Customer is responsible for any cosmetic repairs to the Products Updates for non -GE manufactured Products, as are subject to the policies and conditions imposed by the relevant manufacturer Prior to the commencement of any services hereunder, provide to GE Healthcare (and those employees that will be working on Customer's site) a list of all chemicals or hazardous materials (e g asbestos, lead, mercury) located in or on Customer's site that GE Healthcare's employees may be exposed to and /or expected to handle and any associated Material Safety Data Sheets Customer shall take all necessary and legally required precautions for the health and safety of GE Healthcare personnel who will be performing service at the site, including taking all necessary or legally required actions to properly store, remove and /or remediate any safety conditions or hazardous materials, as well as maintain a reasonably safe GE Company Proprietary and Confidential Page 4 of 10 ServiceT &C09 2010 General Electric Company GE Healthcare GE Healthcare Service Terms and Conditions operating environment in accordance with legal requirements so that GE Healthcare can safely perform the services System Database Management (backup, dato integrity, archiving, etc) and network security (maintaining secure network. network security components. firewalls and security related hardware and /or software) Designating a Customer employee (and an alternate) to as Customer's Product administrator Such employees will have the necessary technical knowledge and expertise to reasonably assist GE Healthcare technical personnel in performing service, and will place service calls in accordance with those GE Healthcare protocols provided to Customer in writing 9. End of Product Support Announcement (Non -GE Product). Customer agrees to provide GE Healthcare with all information Customer receives regarding end of product life announcements Regardless of whether Customer provides GE Healthcare with proper notification from the OEM, GE Healthcare may, at its option, remove end -of -life Products from the Product Schedule effective as of the end -of- product life date announced by the OEM Alternatively, GE Healthcare will move such Products to the End of Life Offering applicable to the specific Product 10. End of Support Announcement (GE Product). If GE Healthcare announces to its customers that it will no longer offer support "End of Life") for a Product or component, then upon at least twelve 112) months' prior written notice to Customer, GE Healthcare may. at its option, remove any such item from all GE Healthcare Service Agreements, with an appropriate adjustment of charges, without otherwise affecting such Service Agreements GE Healthcare will use commercially reasonable efforts to continue its support obligations under the Service Agreement for any Product or component that is approaching its End of Life for as long as it is covered by the Service Agreement Alternatively, at the request of Customer GE Healthcare will move such GE Product to the applicable End of Life Offering 11. Connectivity (Applies Only to Products with InSiterm or iLrnq Customer will provide GE Healthcare with access via connection validated by GE Healthcare for the Product such as an Internet connection, VPN persistent access, or other secure remote access reasonably requested by GE Healthcare to permit GE Healthcare to perform support services and meet service levels, including remote diagnostic, monitoring and repair services If Customer does not permit GE Healthcare to connect via a connection validated by GE Healthcare for the Product and the service representative must therefore be dispatched to the Customer site, then the Customer will pay GE Healthcare of GE Healthcare's then current standard applicable contract overtime rate for services performed by the service representative Unless Customer specifically requests in writing that GE Healthcare disable the remote connection. the remote connection will continue to connect to Customer's Products following expiration of any Service Agreement For Products not covered by a current Service Agreement, GE Healthcare disclaims any obligation to monitor such products via a remote connection or advise Customer of any possible Product error or malfunction 12. Return to Manufacturer Authorization "RMA Repair Depot. If GE Healthcare, at Its sole discretion requires that Customer return Products for service to the GE Healthcare Repair Depot, in lieu of GE Healthcare servicing on -site, such repair service is included at no additional charge Customer is responsible for any damage Incurred during shipment from Customer facility to GE Healthcare Repair Depot 13. Exclusions. Unless expressly Indicated on the Product Schedule. this Service Agreement does not cover X -ray tubes, image intensifier tubes, detectors. crystals, probes, user replaceable parts and supplies le g rubber and elastomer goods, such os breathing circuits, including filters, water traps, tubes, masks, and bags), batteries (unless it requires machine disassembly AND are specified to be replaced on the OEM planned maintenance procedures), user replaceable cartridges, and cosmetic upgrades or any other parts used to correct/enhance the aesthetic appearance of the Product, GE Healthcare will charge Customer separately for such Items, Any defect or deficiency (Including failure to conform to Product Specifications and /or Documentation, as applicable) that results, in whole or in part, from any improper storage or handling, failure to maintain the Product in the manner described in any applicable Instructions or specifications, Inadequate back -up or virus protection or any cause external to the Product or beyond GE Healthcare's reasonable control, including, but not limited to, power failure and failure to keep Customer's site clean and free of dust, sand and other particles or debris, Payment or reimbursement of any facility costs arising from repair or replacement of the Product, Any adjustment, such as alignment, calibration, or other normal preventative maintenance required of Customer, unless such coverage is provided by GE Healthcare as indicated on the Product Schedule, Expendable supply items, Stockpiling of replacement parts, Any non -GE hardware or software that was not commercially available from the OEM on the date such hardware or software was Installed, including but not limited to experimental and proprietary hardware or software, Service required under an OEM's warranty or with respect to Product upgrades, Installations, certification surveys or Product relocation, Consultation, training or other assistance with Customer use, development, or modification of any items or materials, Including software and protocols, not provided by GE Healthcare. Installation, including reusing existing facilities and temporary Installation for testing, training, and other purposes. For MR systems, any defect or deficiency that results, In whole or in part, from failure of any water chiller system supplied by Customer or service to any water chiller systems supplied by Customer, and GE Company Proprietary and Confidential Page 5 of 10 ServiceT &C09 2010 General Electric Company GE Healthcare GE Healthcare Service Terms and Conditions For network and antenna installations not provided by GE Healthcare or its authorized agent(s), network and antenna system troubleshooting will be billable at GE Healthcare's standard service rates 14. Product Specific Schedules 14 1 CT Specific Schedule 1411 Annual CT Usaae Adiustment Normal Fixed Charges have been determined according to Customer's estimate of annual total patient exam volume GE Healthcare will monitor system usage and tube usage based on patient exams, or in slices depending on Customer's system When usage is measured in slices, GE Healthcare will infer an approximate number of total patient exams according to the conversion 40 slices 1 Patient Exam "Patient Conversion") Where usage is monitored by slices, if GE Healthcare determines, based on the Patient Conversion, that Customer's actual annual patient exam volume may exceed Customer's estimate or any later- revised usage level, GE Healthcare will request, and Customer agrees to provide, reasonable written verification of the actual annual total patient exam volume GE Healthcare may adjust Normal Fixed Charges "Normal Fixed Charges" means the amount of the periodic payments for Support, as specified in the Service Agreement), based on actual usage at anytime, but not more than once every twelve (12) months Adjustments shall be made to future billings only 14 2 X -Rav Tube Schedule 14 2 1 CT /X -RAY Tube Support. New Tube IN) Coveraae If indicated on the Product Schedule, GE Healthcare will install a new tube when the term of this Service Agreement begins Customer agrees to pay GE Healthcare for this tube at the end of this Service Agreement. at GE Healthcare's then prevailing tube price, upon receipt of GE Healthcare's invoice 14 2 2 GE Healthcare's Additional Responsibilities for X -Rav Tube Su000rt GE Healthcare will provide, on an exchange basis, X -Ray tubes GE Healthcare normally sells to replace failed X -Ray tubes in Customer's Product As part of this service, GE Healthcare will perform a basic Product inspection to verify the overall operation of the Product Tube Coverage does not cover Product service or repair If a tube failure occurs within thirty (30) days after GE Healthcare installs a tube. GE Healthcare will waive its installation charge for its installation of the replacement tube, provided (i) the replacement tube installation is during GE Healthcare's applicable coverage hours, (ii) GE Healthcare determines that the tube failure was not caused by a Product problem, and (iii) GE Healthcare determines that Customer has fulfilled all Customer responsibilities with respect to the affected Product under this Service Agreement during the applicable time penod If GE Healthcare determines the Product has a problem that has materially affected or could materially affect tube operation or usage, Customer must correct the problem before the replacement tube will be installed 14 2 3 Customer Additional Responsibilities for X -Rav Tube Su000rt Customer will maintain a Product maintenance and repair program, including tube warm up, strictly in accordance with written planned maintenance and repair requirements GE Healthcare provides to Customer Customer will repair the Product only with repair parts that meet GE Healthcare's repair part specifications Customer will protect the Product configuration against alteration except as authorized in writing by GE Healthcare or performed by GE Healthcare or GE Healthcare's contractor An operating tube of Customer's will already be in the Product when the term of this Service Agreement begins No credit will be provided to Customer for its operating tube, there will be no charge to Customer for the tube in the Product at the end of this Service Agreement 14 3 MR Schedule 1431 Magnet Maintenance for MR systems with Lhe /Ln and Shield Cooler Configured Maanets and Condenser Configured Maanets (K4 Technoloav) The following terms apply if Magnet Maintenance coverage is indicated on the Product Schedule GE Healthcare Responsibilities Adjust, repair, or replace, at GE Healthcare's option, covered components (MR magnet, cryostat, coldhead, cryo cooler compressor, shim coils) Monitor the level of cryogens within the magnet's cryostat, based on Customer's cryostat meter readings Perform cryostat vacuum re- pumping at intervals OEM deems appropriate Perform magnetic field homogeneity adjustments to the extent required by a magnet romping and /or covered component adjustment, repair, or replacement Customer Responsibilities Ensure that any cryo- cooler system of the Product (including those in vans or trailers in transit) is in operation at all times and that GE Healthcare is immediately notified if it is not Ensure that the water chiller system used in conjunction with the cryo cooler system of the Product (including those in vans or trailers in transit) is in operation at all times and suitably maintained 14 3 2 Maanet Maintenance for MR Systems With Permanent Maanets The following terms apply if indicated on the Product Schedule GE Healthcare will perform magnetic field homogeneity adjustments to the extent required by a covered component adjustment, repair, or replacement 14 3 3 Crvoaen Coveraae for all MR systems The following terms apply if indicated on the Product Schedule GE Healthcare Responsibilities Refill the cryostat with cryogens as necessary Schedule the delivery of cryogens to the site GE Company Proprietary and Confidential Page 6 of 10 ServiceT &C09 2010 General Electric Company GE Healthcare GE Healthcare Service Terms and Conditions Transfer cryogens to the Product's cryostat Unless otherwise agreed, cryogen transfill service will occur between 9 PM and 6 AM GE Healthcare is not liable for any loss of cryogens during transfer to the cryostat and makes no representation regarding transfer efficiency Customer Responsibilities Inform GE Healthcare in writing of Customer designated cryogen representative for the delivery of cryogens to the site, authorize Customer designated cryogen representative to act with Customer's full authority to provide GE Healthcare accurate cryostat meter readings and receive notifications from GE Healthcare relative to cryogen quantity and delivery schedules (for Lhe /Ln and shield cooler configured magnets only) Provide an appropriate delivery dock and storage facility Crvoaen Cost Increases In the event that GE Healthcare's cost for cryogens increases or decreases by more than fifteen percent 115 as measured against GE Healthcare's cost as of the effective date of this Service Agreement or the cost to GE Healthcare on the date of the most recent adjustment, if any, under this paragraph, GE Healthcare may increase or decrease Customer's Normal Fixed Charges under this Service Agreement in an amount equal to such cost increase upon no less than sixty (60) days' prior written notice to Customer GE Company Proprietary and Confidential Page 7 of 10 ServiceT &C09 2010 General Electric Company GE Healthcare Statement of Service Deliverables Bio Med Service For Equipment identified on the attached Schedule as "Full Service with Ports (FSWP)", "Full Service no Parts (FSNP)". Planned Maintenance with Parts (PMWP) Planned Maintenance no Parts (PMNPI" or Electrical Safety no Parts (ESNP) GE Healthcare will provide the following Service Coverage Options FSWP 24x7 Full Service with Ports, 24 hours per day, 7 days a week This coverage includes all repair labor and required parts to perform covered repairs, planned maintenance inspections including performance verification, and electrical safety inspections FSNP 24x7 Full Service No Parts, 24 hours per day, 7 days a week This coverage includes all repair labor required to perform covered repairs, planned maintenance inspections including performance verification. Parts are not included FSWP 8x5 Full Service with Parts, 8 hours per day, 5 days a week This coverage, performed during an 8 -hour period agreed to between Customer and GE Healthcare, includes all repair labor and required parts to perform covered repairs, planned maintenance inspections including performance verification, and electrical safety inspections FSNP 8x5 Full Service No Ports, 8 hours per day, 5 days a week This coverage, performed during an 8 -hour perod agreed to between Customer and GE Healthcare, includes all repair labor to perform covered repairs, planned maintenance inspections including performance verification, and electrical safety inspections Parts are not included PMWP 24x7 Planned Maintenance with Parts, 24 hours per day, 7 days a week This coverage includes all labor and required parts to perform planned maintenance inspections including performance verification, and electrical safety inspections PMNP 24x7 Planned Maintenance without Parts, 24 hours per day, 7 days a week. This coverage includes all labor required to perform planned maintenance inspections including performance verification, and electrical safety PMWP 8x5 Planned Maintenance with Parts, 8 hours per day, 5 days a week This coverage, performed during an 8 -hour period agreed to between Customer and GE Healthcare, includes all repair labor and required parts to perform planned maintenance inspections including performance verification, and electrical safety inspections PMNP 8x5 Planned Maintenance without Parts, 8 hours per day, 5 days a week This coverage, performed during an 8 -hour period agreed to between Customer and GE Healthcare, includes all repair labor to perform planned maintenance inspections including performance verification, and electrical safety inspections Parts are not included ESNP 8x5 Electrical Safety, No Parts 8 hours per day, 5 days a week This coverage covers electrical safety inspection of the equipment only Parts are not included Non covered service events Service occurring outside the applicable hours of coverage and services not covered by the selected coverage will be billed to the customer at GE Healthcare's then current contract overtime IOT) rates for the applicable Equipment Planned Maintenance Performance Commitment GE Healthcare will perform all planned maintenance in accordance with this Agreement. If with respect to any rolling 12 month period, measured on a semiannual basis, GE Healthcare should fail to complete planned maintenance on covered Equipment at the facility in the percentages indicated in the table below, GE Healthcare will provide a credit against future Normal Fixed Charges in the amount in the table Alternatively, at GE Healthcare's sole option, GE- Healthcare may refund to you an amount equal to the indicated credit The credit or refund will be calculated by multiplying the indicated percentage by the Annual Fixed Charge paid with respect to the Equipment covered at the facility as Bio Medical Service during the prior 12 months 96 of PM Compliance in 12 -Month Period Credit >95% 0 90 -94 9% 0 5% I <9096 175% I To be eligible for a credit or refund under the foregoing Commitment, a facility must maintain its cannot locate /unavailable equipment at <1% of its total Bio -Med Equipment inventory during the applicable rolling 12 -month Cannot locate /unavailable equipment means clinical equipment that cannot be located or is unavailable for Planned Maintenance service at the scheduled time Planned Maintenance scheduled for clinical equipment that is not in operating condition or is in unsuitable condition for maintenance due to non service related issues shall not be counted as either completed to not completed for the purposes of this calculation GE Company Proprietary and Confidential Poge 8 of 10 SDBM REVO40105 General Electric Company GE Healthcare Statement of Service Deliverables Bio Med Service Notwithstanding the above, you will not be entitled to any remedy if GE Healthcare's failure to provide planned maintenance results from (i) your default, or (ill any cause beyond GE's Healthcare's control Other than Customers remedies under Termination (Standard Terms and Conditions) and Default (Additional Terms and Conditions for Service), the above is your sole and exclusive remedy for GE Healthcare's failure to meet its planned maintenance performance commitment AssetPlus CE The AssetPlus CE portal enables you to access, through the Internet, inventory and equipment management information related to clinical and non clinical assets The 3 types of decision support information are collectively referred to as the "Information GE Healthcore reserves the right to upgrade. modify, replace or delete portions of the Information, web site, and Related Materials at any time during the Term Equipment Management Asset listings with ownership, location, and characteristics information that con be filtered and sorted by the user Service Histories Corrective and preventive maintenance management information on clinical and non clinical assets including labor, parts and cause /corrective action information Basic Reporting After filtering and sorting data, an export to Excel provides convenient, customized reporting for the user Subscnption GE Healthcare provides you a subscnption allowing you to occess Information obtained by GE Healthcare relating to clinical systems covered under this Agreement through the AssetPlus web site specified by GE Healthcare During the term of your subscnption, you are granted a limited, non exclusive, non- transferable right to search, retrieve, display, download, print and use the Information solely at the Site for internal business use only User ID and password (or other security process defined by GE Healthcare) will control access to the Information You will manage password assignment and confidentiality The subscription does not allow you to input or modify Information accessed through the AssetPlus portal You will not (i) de- compile or reverse engineer any of the associated software and other content and materials related to the Information 1 "Related Materials (ii) sell, sub license, distribute, or commercially exploit the Information or the Related Materials, (iii) make the Information or any of the Reloted Materials available to any third party through any means or media, or (iv) modify, publish, transmit, portiapate in the license, transfer, or sale of, reproduce. create derivative works from. distribute, perform, display, or in any way exploit the Information or any of the Related Materials. in whole or in part, without the pnor written consent of GE Healthcare Ownership and Use of Intellectual Property Rights The Information and Related Materials are the property of GE Healthcare and are protected by copyright and other intellectual property lows of the United States and by applicable international treaties All rights with regard to the Information are reserved to GE Healthcare No rights are transferred to you by virtue of this subscription except as specifically provided in this subscription You agree to abide by all copynght notices, information, or restrictions Third Party Contents and Links GE Healthcare may provide through this subscription third party content or links to third party content GE Healthcare is not responsible for this content and may remove such content at any time during the Term The terms and conditions for use of such content, including privacy policies applicable to such content, are determined solely by the third party, and not by GE Healthcare Customer's Additional Responsibilities Comply with the requirements of any implementation guidelines, security procedures or other instructions provided by GE Healthcare, including any requirements to have access to any commercially available software, media player or other technology reasonably necessary for access to or use of the Information Use the Information and Related Materials solely in accordance with this Agreement and in accordance with applicable law Not rely on the Information or Related Materials in your preparation of any reimbursement claim. cost report or similar reports Not add or link to the web site any content or links that infringe the trademark, copyright, patent or other rights of any third party GE Healthcare's Additional Responsibilities Host the AssetPlus Portal on its own equipment during the Term Provide you access to and use of the Information and Related Materials during the Term consistent with this Agreement Provide you with Support relating to the AssetPlus Portal during Coverage Hours Use commercially reasonable efforts to make available during your business hours the Information and Related Materials during the Term Use commercially reasonable efforts to gather data contemplated this Agreement from your Equipment and other systems Provide the Information and Related Materials solely in accordance with this subscription agreement and in accordance with applicable law Disclaimer of Warranties NOTWITHSTANDING THE LIMITED WARRANTIES SECTION IN THE MASTER TERMS AND CONDITIONS, GE Healthcare EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE INFORMATION AND RELATED MATERIALS. WHETHER EXPRESSED OR IMPLIED. INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT, NON- INTERFERENCE WITH ENJOYMENT, AND TITLE DUE TO THE NUMBER OF SOURCES FROM WHICH INFORMATION IS OBTAINED, AND THE INHERENT HAZARDS OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS,, -OR- INACCURACIES THE INFORMATION AND RELATED MATERIALS COULD INCLUDE TECHNICAL OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS, AND MAY NOT BE AVAILABLE WITHOUT INTERRUPTION Training At your request and in conjunction with the activation of your initial subscription, GE Healthcare or its agent will provide one -time per -site training in the use of the AssetPlus Portal. the Information and the Reloted Materials (regardless of the number of pieces of Equipment for which you have a subscription) Additional applications training may be purchosed separately and charges for such training will be in accordance with GE's then prevailing rates for such services GE Company Proprietary and Confidential Poge 9 of 10 SDBM REVO40105 General Electric Company GE Healthcare AGENCY AUTHORIZATION AGREEMENT FOR SERVICE ON NON -GE EQUIPMENT Customer named below hereby designates GE Healthcare as its duly authorized agent to act on Customers behalf to conduct the following business matters Negotiate and enter into service agreements for the equipment specified in the attached proposal or contract Obtain service support, parts, parts pricing, technical information (including manuals, software, etc I, service histories, and time and material cost for the equipment specified in the attached proposal or contract Obtain or develop and negotiate and enter into training agreements for the equipment covered by the attached proposal or contract This agency authorization is effective as of the date shown below and continues in force until 12 31 2014 unless earlier revoked in writing by an authorized representative of Customer CUSTOMER INFORMATION Name Port Angeles Fire Department (Facility Name) By Signature Title Date Dan McKeen ted Authorized Name) (Authorized Signature) Fire Chief (Typed or Printed) Statement of Service Deliverables Agency Authorization Agreement GE Company Proprietary and Confidential Page 10 of 10 Serv090106 General Electric Company GE HEALTHCARE CLINICAL ASSET MANAGEMENT ANC SERVICES SCHEDULE A Port Anat.. Flr. Department Port Angel. WA 011.00m.1 Id 1403 104601 46361121 Ouot.0.m 2114/2011 Goat. E• A.Ran O.g.AH1(1611 ITEM* MODALITY CUSTOMER MANUFACTURER CUSTOMER MODEL 0MT MANUFACTURER GMT MODEL SERIAL* CONTROL PART NUMBER RISK MODEL DESCRIPTION SELECTED ANNUAL PRICE NUMBER CODE LEVEL OF COVERAO E General Biomedical IZMI M.61c.I Carp E SERIES IP34 11.0 M.40.1 Corp 10 SERIES IP34 1*005L000057 115710264 I ZOLLMEIE SERIE5WI* 1 'D.RrMRmr FSWP 1 540660 PI IW.I313611 Inc M. 6k6L 1 1 ISURF 0434P IW IAAPm hr M.Ck.I DIy I5l/RE TEMP '128587@ I IWFLCW51IRF -TFMP 1 1 1 5 Mo01Ia T.mooratw. ElKpe ^k i 05*17 I OA7.'E2 17WI M... r '31354 *15 IZ4M.MUl'n^• 1 0:017@ lTo7J <!5 I)4t676teo IiDL SF,R fffr 70 3Ot px.mN•rt mg? 512555 1 quill 1001.1 CB IM•gEB�$ I'oX M.01•''C '31.$54155 ,TO ITV)K57048 I )61 62 f r Z�IIMF S RI :S D.IIbrIl.. Pac•6'e( EMT '_1125 4 5 .mr}1QImn.Aleal MI M.KIe.l Coro RF.S 46 A4. m. 70 715.41 b11 A7 '1IX IMF IFS 0.6brlll.em P.e.m.Ler FS WP 41'75 AR I TOTAL EQUIPMENT BIO 14173 SS COMMENTS