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Approval of sole source purchase with Philips

1. 2 0 00 45 00 0 00 SA 0 000 SS ee M3534A CJHS MRx 12 Lead ECG upgrade 00 0 00 861298 M3534A B02 B02 12 Lead ECG Acquisition 4 120 00 45 00 2 266 00 j a aaa PS ae o oe i o i Page 9 of 43 PHILIPS Prepared for Pinellas County 4 HeartStart MRx SpO2 upgrade HeartStart MRx NBP upgrade S HeartStart MRx etCO2 upgrade 124ead Transmissio BieTooh 2 MRX Event Summary BT Upgr MAX 12 LTx Rosetta LT Upgr MF Q CPR Data Capture Upgrade 20 5 00 110 00 51236 00 45 00 679 80 00 1 95 679 80 t oh 1 982 75 pn E 45 00 1 342 00 E j Rx Audio co S Invasive Blood Pressure pgrade t pgrade 5 ie Option A01 Classic 12 Lead Edition 1 647 2 Option A03 Critical Care Edition S on A01 Classic 12 Lead Edition ption A03 Critical Care Edition ACI TIPI amp TPI Upgrad Periodic Clinical Data Trans Upgrade HB ddr i TIR TT Batch Data Transfer Upgrade Option A01 Single PC License HS MRx EMS Software Upgrad Start MRx NR Quick Cards English HeartStart MRx User Video NTSC EEEEE aa weg 2 Esto 85 81815 18 z E o 1CO2 Calibration Ki Analyzer For HS Li lon Batteries Anah For HS Li lon Batteries d Upgrade ini il i i i gm 3 8 8 8 761 7 1 019 7 V g ls Mie 2 I pes Sielei aeiae Seas mie BBs Sis s 3 8
2. ostencos HeariStart Carrying Case Plastic Waterproof Shet 2 179 00 50 52 54X Option R02 HeartStart FRx Ready Pack Aviation Bundle Uses 2 156 00 TSO 142C battery Order either A01 or R02 not both HeartStart FRx Accessories PD mso070A_______ Battery Long Life LiMn02 HS1 FRx 169 00 3500 109 85 AE Battery Aviation FRx complies with TSO C 142 176 00 35 00 114 40 a HeartStart SMART Pads Il 1 set 356 00 35 00 E LLL Jemen vawChidKey 7 S10500 36 00 16825 ks NEM CR A Fast Response Ki 46 00 35 00 29 90 HeartStart Cabinets Cases amp Wall Mounts RE a Defibrillator Cabinet Basic 253 001 35 00 164 45 PoP ETO230 Denbrilator Cabinet Premium Semirecessed 469 00 35 00 304 85 Po COVE Carrying Case HS1 when ordering case alone 133 00 3500 8645 a 089803170891 n JAED Wall Mount 88 00 35 00 63 70 L CBSA 511 1 Secue PulSeal 10 pack 3 11 1 1 1100 35 00X 7 1 AO fre Carrying Case Plastic Waterproof Shel 22700 35 00 147 55 HeartStart Wall Signs Awareness Placards Posters 989803170921 989803170901 861476 AED Wall Sign red AED Awareness Placard red AED Awareness Posters 4 pack opt ABA English a opt ABE Spanish opt ABF French AED
3. 3500 32 00 2350 fp esssostotis 404018 fTraditionalReusable NIBP cufffpediatric 3 3800 32 00 25 84 s99803101191 faos0ic Traditional reusable NIBP cufsdut 4200 3200X 28 56 999803101201 40401D Traditional reusable NIBP cufffig adut 3 5200 3200 35 6 g99803101211 40401 Traditional reusable NIBP cufffthigh 7400 3200 5032 999803104151 M1572M Comfort Care Cuff Pediatric 3600 3200 2448 Pp 98980310416 M1573A Comfort Care Cuff Smal Adit C amp 3 4200 3200 28 56 pp pe9s0s3104t7 Mi574A Comfort Care Cun Adult 1 3 4200 3200 28 56 989803104191 Mi576A Comton Care Cuff Thon 3 1 86 00 32 00 44 95 89803101501 40457C i ChanneiChemica Thermal Paper Gray 3400 32 00 23 12 OO 989803101511 40457D 1 t ChannelChem Thermal Paper40 mm grid 185 00 3200 125 80 1 3CQO 989803138171 989803138171 1 MRxWidePrinterPaper 0 L1h 0 6000 32 00 4080 1 989803138181 989803138181 MRxWidePrnerPaper 1 1 1 1 1 47200 3200 320 96 OOO _ 989803105231 Mi783A 1 1 11 1 GcM5O0o
4. Exhibit 8 PH i LI PS PATIENT CARE SERVICES EXHIBIT 1 SERVICES PROVIDED Commencing on the Effective Date and subject to the limitations below Philips will provide services listed on the quotation s for Covered System Telephone On Site Tue Agreement Type and Remote Response On Site Labor On Site Travel MOS pes Ho Support Time 24x7x365 Comprehensive On Site Next awe Two Hour A Included Included Includedtt tcs bise std Response EEES 24x7x365 rea Farts Two Hour Not Applicable Not Applicable Not Applicable Includedtt Included greement Response Support Parts 24x7x365 Agreement with Two Hour goo e Da Included Included Includedtt Included Second Response Response Typical Bench 24x7x365 Not Applicable Sa EAM Bench Repair Included Repair Time 3 i Two Hour Not Applicable Return Includedtt Typical Unit 24x7x365 Exchange Unit Exchange Services Unit exchange Two Hour Not Applicable Not Applicable Not Applicable only Response Time Next business day exchange F 24x7x365 i SA Two Hour Not Applicable Not Applicable Not Applicable Discount Included ervices Response Applied tExcluding Philips recognized holidays ttExcluding Supplies and Accessories 2 RESPONSE TIME DEFINITIONS 2 1 Initial Telephone Response is the time for a qualified Philips service representative to make direct telephone contact with the Customer following a request for Service 2 2 On Site
5. Option A01 HeartStart Event Review Pro Software 1 025 Upgrade Single PC Option A03 HeartStart Event Review Pro Software 2 055 00 pgrade Site wide License CBL 3 Lead ECG Patient Trunk AAMI ___ 136 00 32 00 9248 CBL 5 Lead ECG Patient Trunk AAMI 180 00 32 00 122 40 108 00 i i 1i 41111111 3195 P 3 Card s PC AD PC License de S AD4 de Si 3 3 HEETE aj amp 8 al 8 INN E 8 S 8 8 88 i i 4 Medical Consuma ECG Cables and Leadsets 3103811 989803103941 104381 125841 125881 28961 128971 1605A M1968A M1976A um mut TIT E Page 13 of 43 PHILIPS Prepared for Pinellas County 989803148801 989803148801 Adult Solid Gel Snap Electrode Foam 18800 32 00 98903148821 9089803148821 Adult Radiolucent Electrode Foam 185 00 689803129751 m25224 SMARICAPNOLINE O2 plus ADULT intermed 52800 32000X 359 04 esesost2o78 M2526A SMART CAPNOLINE plus ADULT intermed 45400 32 00 329 12 LLL P89803101151 40400 TradiionalReusabe NIBP CufKi 3 SIS300 3200X 10404 ge9803101161 404008 Traditional Reusable NIBP Cuff Kt 269 00 3200X 1822 989803101171 40401A Traditional Reusable NIBP Cuf ntant 0
6. i A X UMBRELLA LIAB 12 31 2014 5 000 000 OCCUR CUD12309 02 12 31 2015 FACHOCCURRENCE o EXCESSLIAB _ CLAIMS MADE AGGREGATE s 500000 DED RETENTION U Ls WORKERS COMPENSATION LDS4047559 AOS 12 31 2014 112 31 2015 X EXEC EMI zi E AND EMPLOYERS LIABILITY Y L li e Senta Bi ANY ERGERIETOR PAR NER EXECUTIVE Toe PS4047560 WI 12 31 2014 12 91 2015 l EL EACH ACCIDENT s 2 000 000 OFFICER MEMBER EXC UDED N N A eque 3990600 Mandatory in NH j EL DISEASE EA EMPLOYEE WN If yes describe under i Fu 2000 000 DESCRIPTION OF OPERATIONS below EL DISEASE POLICY LIMIT 25d DESCRIPTION OF OPERATIONS LOCATIONS VEHICLES Attach ACORD 101 Additional Remarks Schedule if more space is required All operations in the United States and Canada see attached The Certificate Holder named below is Additional Insured where required by written contract or agreement under the Vendors Broad Form referenced on the attached Coverage Includes Host Liquor Liability Waiver of subrogation is applicable where required by written contract CERTIFICATE HOLDER CANCELLATION Pinellas County c o Ebix RCS PO Box 257 Ref 96 7339325 Portland MI 48875 0257 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS
7. 3 7500 32 00 989803145361 M3549A 1 MRxWideBedRalHock 6400 32 00 11 989803145571 M4737A n 1 MRxDislayCoer 8 8800 3200 989803146981 98980314698 MRxDataCardandTray amp 10800 32 00X 989803447691 989803147691 1 10 Lead ECG Trunk Cable 12 Pin 1 3m 225 00 32 00 A 9089803163291 989803163291 1 CPRMeterPatient Adhesive Pads 5000 32 00 989803166021 989803166021 AduVChidPre ConnectDefibPad 3 31500 32 00 214 20 esss03176161 989803176161 1 1 CBL 5 Lead Snap Shid AAMI Limb Rgd 12000 3200 81 60 oooO QQ 989803176171 089803176171 1 CBL 5 Lead Snap Shid AAMI Chest Rgd 14000 32 00 95 20 LL 989803176541 989803176541 HS MRxQuickDisconnect DC Power Cable 227 00 3200 _ 154 36 A 989803185181 989803185181 MRx Black Soft Cary Bag Universal 34500 3200 234 60 SpO2 Sensors 989803103231 Mti 2A 1 1 11 1 sSNSRSSpO2Ped Smaladutfnge 3 26400 3200 179 52 Page 14 of 43 PHILIPS Prepared for Pinellas County Reusable SpO2 Sensor Neonate foot 1 sensor 26400 3200 179 52 Pediatric Adult Ear Clip Sp02 Sensor CBL SpO2 Extension Cable 2m Sp02 9 pin D sub Adapter cbi 1 im pin
8. 3 2 Dispose of hazardous or biological waste generated 3 3 Maintain operating environment within Philips specifications for the Site including temperature and humidity control incoming power quality incoming water quality and fire protection system 3 4 Use the System in accordance with the published manufacturer s operating instructions SYSTEM AVAILABILITY If Customer schedules service and the system is not available at the agreed upon time then Philips may cancel the service or charge the Customer at the prevailing demand service rates for all time spent by Philips service personnel waiting for access to the System PAYMENT See Section 5 of the Agreement EXCUSABLE DELAYS Philips is excused from performing under this Agreement when Philips delay or failure to perform is caused by events beyond Philips reasonable control including but not limited to acts of God acts of third parties acts of the other party acts of any civil or military authority fire floods war terrorism embargoes labor disputes acts of sabotage riots accidents delays of carriers subcontractors or suppliers voluntary or mandatory compliance with any government act regulation or request shortage of labor materials or manufacturing facilities 7 1 The term of this Service Agreement shall be coterminous with the Agreement 7 2 This Agreement is non cancelable by Customer and will remain in effect for the term specified in this Agreement However
9. 866092 866093 866094 866095 866096 866097 866112 866113 N 0 Hardware H options 865415 865418 IntelliSpace Event Mgt Hardware Rel 11 866326 Juniper Firewall 866181 Avalon FM20 FM30 FM40 FMS0 Avalon CTS Cordless Fetal Transducer System Invivo Expression Patient Monitor 865214 Page 39 of 43 8a m 5p m Monday Friday 6 8a m 5pm Monday Friday 6 Repair and return of Philips 8a m 5p m customer unit Customer Monday Repair Ctr Friday 6 Repair and retum of Philips 8a m 5p m customer unit Customer Monday Repair Ctr Friday 6 Maximum next business day Maximum next business day Typical 3 business days 5 Typical 5 7 business days 5 PHILIPS Multi Measurement Server M3001A Flexible Module Rack M8048A Hemo Extension Module M3012A Capnography Extension Module M3014A Microstream C02 Extension Module M3015A B Intravascular Oxygen Saturation SO Module M1011A PageWriter TC70 Cardiograph 860315 Most repairs can be completed remotely Occasional onsite support only if required PageWriter TC50 860310 Most repairs can be completed remotely Occasional onsite support only if required Stress System ST80i Trolley 860344 ST80i Treadmill TKM42500 Parameter Modules Cardiac Output SP02 Mixed Venous Invasive Pressure EEG Temperature BIS BISx IntelliBridge 865115 M3535A Hospital HeartStart MRx 1 M3536A EMS
10. AUTHORIZED REPRESENTATIVE of Marsh USA Inc Matthew Ferry 1988 2010 ACORD CORPORATION All rights reserved ACORD 25 2010 05 The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID 705401 LOC New York amp E ACORD ADDITIONAL REMARKS SCHEDULE Page 2 of 2_ AGENCY NAMED INSURED Marsh USA Inc Philips Electronics North America Corporation POLICY NUMBER 3000 Minuteman Road MS 5301 Andover MA 01810 CARRIER NAIC CODE EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER 25 FORM TITLE Certificate of Liability Insurance Excess Workers Compensation SP4052276 OH WA Safety National Casualty Corp 12 31 2014 12 31 2015 Self Insured Retention 500 300 Bi by Accident Each Accident 1 500 000 Bl by Disease Each Disease 1 500 000 BI by Disease Each Employze 1 500 000 The policies on Page 1 of the Certificate provide coverage for All operations of the Insure including independent Contractors Products Completed Operations and Contractual Liability The Additional Interest of Lassor as respects premises leased to the Insured Automobile Coverage for a l owned non owned and hired automobiles The Additional Interest of Lessor as respects vehicles leased to the Insured WC in ALL states excluding Monopolistic States where the insured is not a qual
11. Coverage Types P a Updates and Software Updates and Hardware Coverage Remote Support Upgrades Upgrades Software Maintenance Agreement Included Included Included Not Available Software Maintenance Agreement See Hardware with Hardware Support Included Included Included Support Attachment 2 TELEPHONE AND REMOTE SUPPORT 2 1 Telephone Support Telephone and Remote Support coverage is included with all Service Agreements identified in the Exhibit Technical Telephone and Remote Support coverage Services are available twenty four hours per day seven days per week including Philips recognized holidays Clinical Telephone and Remote Support coverage is available Monday through Friday between 8 00 AM and 5 00 PM local time excluding Philips observed holidays 2 2 Initial Telephone Response if Philips receives a Customer request for service Monday through Friday between 8 00 AM and 5 00 PM local time excluding Philips observed holidays then Philips will make reasonable efforts to make an initial response within one hour from the receipt of the request Otherwise Philips will respond within two hours of the receipt of the original message 2 3 Remote Access 8 Diagnostics Philips may remotely access the System to perform services Customer shall provide Philips access to the System 2 4 On Site Response Philips primary method for Software services is telephone and Philips Remote Services Philips may provide on site Software support services to resol
12. Dispo ble Ad Ped SpO 1192T 1196A 1196T 1191B in BARRA ASE EEE MN N O on ed ede pued bed MISSA MA MISMA mosa o 7 MHSIA Mit o o o IMTiezr gt Msa R misr moasa J Mno JR 889803144381 M10 7 88980510088 EAT AN 289803100891 21076A JEso E ae E 31090 1 1078A 1 1082A 9 1082B 4 4 M i NINI 21093A_ Esophageal Stethoscope Temp 2 Probe 1094A 1095A 1097A 989803105321 M1837A 989803106071 25 paro pued Br Pur Pues Pur NI l ii i 8 S Fo Catheter Te perature Page 15 of 43 EXHIBIT 2 TRADE IN Pinellas County Trade in values are based upon device type configuration and condition If other devices are specified for trade in the value must be appraised Trade in values based on Fair Market Value for Pinellas County Board of County Commissioners Trade in Description Value Philips MRx HeartStart Manual Defibrillator Philips 2500 per unit product number M3536A Physio Control Lifepak 12 Monophasic 120 144 2000 per unit months of age Must include 12 Lead NBP ETCO2 SPQ2 and pacing The trade in allowance quoted herein exceeds Philips estimate of the fair market value of the units The trade in amount may be considered a price reduction or discount under 42 USC 1001 952 h This trade in value has been determined based on the expected HeartStart MRx conf
13. PROPRIETARY SERVICE MATERIALS Philips may deliver or transmit certain proprietary service materials including software tools and written documentation that have not been purchased by or licensed to Customer The presence of this property within the Site will not give Customer any right or title to this property or any license or other right to access use or decompile this property Customer will use all reasonable efforts to protect this property against damage or loss and to prevent any access to or use of this property by any unauthorized party Customer shall immediately report to Philips any violation of this provision 13 THIRD PARTY MANAGEMENT Intentionally omitted 14 TAXES Philips acknowledges that the County is not subject to any state or federal sales use transportation and certain excise taxes 15 INDEPENDENT CONTRACTOR Philips is Customer s independent contractor not Customer s employee agent joint venture or partner Philips employees and Philips subcontractors are under Philips exclusive direction and control Philips has no liability or responsibility for and does not warrant customers or customers employees act or omissions related to any services that are performed by customer s employees under this agreement Page 23 of 43 16 17 18 19 20 21 22 23 RECORD RETENTION AND ACCESS If Section 1861 v 1 1 of the Social Security Act applies to this Agreement then Subsections i an
14. eighteen 18 Advanced Life Support ALS First Responder Agencies The useful life of the equipment is six 6 to eight 8 years Most of the equipment is still under warranty which become void if defects to equipment are caused by inadequate maintenance or third party supplied software Philips who is the manufacturer of the equipment owns the proprietary rights of the software that is installed in the equipment and is the sole on site and bench service provider for the equipment On December 10 2014 the Purchasing Department advertised the intent to sole source purchase ECG s and defibrillators sole source from Philips no responses were received EMS will begin planned replacement of the oldest units in Fiscal Year 2016 or later The current agreement expires in February 2015 and EMS must have a contract in place to provide for equipment price guarantees warranties repairs maintenance and support services Revised 03 2012 Page 1 of 2 The negotiated contract with Philips offers the following A guaranteed price structure and trade in value of current devices for the length of the contract 50 to 54 tiered discount on automated external defibrillators and 32 to 45 discount on devices and training materials Warranty and on site service plan Annual preventive maintenance services The contract will be for a thirty six 36 month term with a provision for two 2 twelve month term extensions pending pricing terms and
15. this Agreement shall continue in full force and effect unless the particular clause term or condition held to be illegal or void renders the balance Page 4 of 43 of the Agreement impossible to perform 12 DOCUMENTS COMPRISING AGREEMENT The terms and conditions stated herein constitute the Agreement for ELECTRO CARDIOGRAPH MONITOR DEFI BRILLATORS AND SERVICES as well as the following Contract Documents which are incorporated herein by reference a Contractor s Certificate of Insurance b Exhibit 1 Products and Pricing c Exhibit 2 Trade in offer d Exhibit 3 Software License e Exhibit 4 County s Insurance Requirements f Schedule 1 Service Agreement Terms and Conditions Service Pricing and Warranty If there is a conflict between the terms of this Agreement and the above referenced documents then the conflict shall be resolved as follows the terms of this Agreement shall prevail over the other Contract Documents and the terms of the remaining Contract Documents shall be given preference in their above listed order I3 PROVISION FOR OTHER AGENCIES Unless otherwise stipulated by the proposer the proposer agrees to make available to all Government agencies departments and municipalities the proposal prices submitted in accordance with said proposal terms and conditions therein should any said governmental entity desire to buy under this proposal Eligible Users shall mean all state of Flor
16. 285 60 p98 9803125477 M3719A 1 1 HS Pedi Radiotransparent Pads 1 1 18000 3290 12240 989803129001 M5526A 1 1 1 o4SycCabe 1 14400 32 00 97 92 889803129011 M3538A 1 LithiumionBateyModue 41500 32 00 282 20 ho 989803129021 M3541A Caring Case for Fusion 35500 32 00 241 40 OOOO 98903128041 M3543A 1 1 11 ExiemalPaddies WaterResistant_ 1 731 00 32 00 497 08 889803120051 M35444 11 11 IDataCard Tray 1 1 1 1 1 900 3200 6 12 1 989803129071 M3537A 1 11 11 414 BedRalHock 1 1 1 1 2 3 1 2600 3200 17 68 1 789803131691 M5521A 1 CobrHande Gren 1 1 1 1 1 11111 3 16 00 3200 1 1088 1 1 989803131721 M55244 Color Handie Rose 8 16 00 3200 10 88 6989803131731 M5525A 1 1 1 1 31 Color Handie Grey 1 1 11 1 1 1690 3200 10 88 s89803139941 M4763A4 _ Therapy CPR cabe 1 1 1 1 19200 3200 130 56 889803139951 M4761A 1 Q CPRCompressonSensor 1586 00 32 00 1 078 48 1989803139961 M4762A 1 O CPR Compression Sensor Adhesive Pads 1 5400 32 00 ho 989803143341 M4759A 1 Rect Pdl Electrode Repl M3535A Gray
17. 3 year average purchases made in the initial term will be used to determine tiered discounts in years 4 amp 5 Pinellas County must notify Philips when the tiered purchase volumes are attained Page 8 of 43 PHILIPS Prepared for Pinellas County 860376 860376 MRxWieless Link Upgrade Verizon 5 025 00 45 00 2 763 75 1860377 __________ MRxWreless Link Upgrade AT amp T 1 1 5 025 00 45 00 2 763 75 860378 1 1 MRxWireless Link Upgrade Generic 5 025 00 45 00 2 763 75 MRx Generic Wireless Link for Bluetooth 1 995 00 45 00 1 097 25 MRx Verizon Wireless Link for Bluetooth 1 995 00 45 00 1 097 25 MRX AT amp T Wireless Link for Bluetooth 1 1 995 00 45 00 1 097 25 MRx White to Upgrade O gray A23 SpO2 NIBP CO2 gray 0 00 45 00 0 00 A25 SpO2 BP CO2 Tmp gray 0 00 amp 4500 0 00 A26 SpO2 BP CO2 IP Tmp g 1 3 000 45 00 0 00 C21 Bik soft case pads paddles 0 00 0 TT SIBIBSISIE alsjelalsialsialsisialaisisisisisiaisiaigiaia E E is alg lalgiaiais SESS SESS SES ESTEE RRR ES SES ESSE ole E is HHBEEEEE B S S 313 31 313133 S slelsl sisi SISIS B E 8 isi lS sis 8 2 8113 M3 IL ACER MG IM3536A HeartStart MRx ALS monitor 50 1 645 00 45 00 A02 Sp02 and NBP Whke 4 650 00 45 00 2 557 50 SA A03 A03 Sp02 NE
18. 8 8 8 Ej Sisis sis sis 2 lead tete iot 116 60 cement Pads CPR Meter Cable a 3 3 Q 2 leartStart O ite Autome 00 001 45 00 m ry HeartStart OnSite AED customer must choose a camy 1 354 00 35 00 88 Standard Carry Case OnSite recommended space a zi f of Shell Pack includes Standard HeartStart OnSite Accessories HeartStart Adult SMART Pads Cartridge HS1 ariridge HS1 i PREMIERE 5 SIs Ss 4 Fast Response HeartStart Cabinets Cases amp Wall Mounts 989803136531 PFE7023D PFE7024D binet Premium Semi recessed rilator Cabinet Premium Wall Surface ing Case HS1 when ordering case alone im Carrying Case HS1 when ordering case alone 3170891 e Pul Seal 10 paci fing Case Plastic Waterproof Shell i 3 2s EE i z i z D Wall Sign red D Awareness Placard red AED Awareness Posters 4 pack opt ABA English opt ABE Spanish opt ABF French AED Wall Mount and Signage Bundle 861478 AED Signage Bundle includes AED Wall Sign AED AED Wall Mount and Signage Bundle Awareness Placards and AED Posters HeartStart OnSite Training Materials amp Learning Products HeartStart OnSite Trainer HeartStart OnSite Toolkit 91900 ss J OnSite Instructions for Use OnSite Quick Reference Guide _ OnSite Trainer instructions for Use c Case SMART Pads 3170921 3170901 DOR Ao eo Ey Hed ii 97800 OnSite Quick Refer
19. 8am 5p m Typical next M3535A HeartStart MRx 1 Biomedical Parts Monday business day Friday 6 M4735A HeartStart XL 1 Notes These devices offer optional warranties the Customer must select one at the time of order or the default of the one year warranty will be applied Philips will provide a loaner for period of time product is under repair Warranty applies to media only Most repairs can be completed remotely Occasional onsite support may be required 3 7 days does not include transportation to and from Philips Customer Repair Center Excluding scheduled Philips holidays When ordering TraceMasterVue Software Only with the OrderVue option OrderVue receives a 90 day media only warranty When ordering TraceMasterVue Turnkey Systems with the OrderVue option OrderVue receives a 1 year remote onsite warranty 8 These devices offer optional warranties the Customer must select one at the time of order or the default warranty will be applied Note the VSi VS2 and VS4 offer purchasable warranties for extended years of service as well 9 Demo equipment will receive the same warranty as new equipment Monday Friday 6 YAW RW Page 42 of 43 10 Invivo Patient Monitors are supported both onsite and at the bench 11 Primary warranty is exchange although if the problem cannot be resolved by the CCSC then FSE onsite will be utilized 12 When supplied by Philips a 90 day warranty wil
20. FOR ANY INDIRECT PUNITIVE INCIDENTAL CONSEQUENTIAL OR SPECIAL DAMAGES INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS BUSINESS INTERRUPTION LOSS OF DATA OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES WHETHER ARISING FROM BREACH OF CONTRACT BREACH OF WARRANTY NEGLIGENCE INDEMNITY STRICT LIABILITY OR OTHER TORT FORCE MAJEURE Philips shall be excused from performing its obligations arising from any delay or default caused by events beyond its reasonable control including but not limited to acts of God acts of third parties acts of the other party acts of any civil or military authority fire floods war embargoes labor disputes acts of sabotage riots accidents delays of carriers subcontractors or suppliers voluntary or mandatory compliance with any government act regulation or request shortage of labor materials or manufacturing facilities Page 38 of 43 PHILIPS SCHEDULE 1 PCCI PRODUCT WARRANTY CLASSIFICATION TABLE Customer site repair i IntelliVue Patient Monitors MX400 MX450 MX700 MX800 MX40 X2 MP2 onsite MPS MPSSC MPST MP20 MP30 MP40 MP50 D80 IntelliVue MP2 X2 Battery Extension 865297 IntelliVue Telemetry System 1 4GH IntelliVue Wireless Infrastructure 802 11 IntelliVue XDS Preinstalled hardware 865159 XD5 Philips IntelliVue Information Center iX Hardware H options 866023 866025 IntelliVue Information Center N 01 Hardware H options 866091
21. Wall Mount and Signage Bundle 143 00 AED Signage Bundle includes AED Wall Sign AED Awareness Placards and AED Posters HeartStart FRx Training Materials amp Leaming Products 861477 861478 DE A A JEMEN AAA eS 989803139321 HeartStart FRx Toolkit Includes PowerPoint presentations presenter s guide student guide training DVD 1 e9980313934 1 FRx Product TrainingDVD 5 1 1 1600 35 00 10 40 Lo EE 1989803138731 FRx Owners Manual O 1 11 1 1 1 23 00 OOOO 989803138601 FRx Quick Reference Guide 5 5 00 35 00 Page 11 of 43 PHILIPS Prepared for Pinellas County SMART Training Pads li 1 Child training pplicatio Infant Chiid parait Replacement SMART Training Pads Il Includes pads wire and plug Internal Manikin Adapter Compatible with HeartStart FRx Trainer 861306 only x ec L Adult Pads Plac infant Child Pads Placement Guide HeartStart Pads Adapter QUIK COMBO HeartStart Pads Adapter Zoll HeartStart Pads Adapte 8 3 j New FRx 2 Previously sold FRx O 7 SMART Pads Ili and user documentation SEEN 3o IB Be Bu Option A0 bat SMART Pads Ill and user documentation pr B SMART Pads Ill and user documentation Mere is n Option A01 battery SMART Pads Ill and user documentation P Bat 9803 989803150171 861394 FR3 Battery Charger for Use with Training and Re geable Batt
22. agreed to by Philips and the Customer Philips will provide clinical support or clinical education during the installation that Customer is entitled to receive under the purchased coverage type If Customer requires additional clinical services then Philips will provide such services to Customer at Philips then current labor and material rates Clinical support at the installation will be provided in support of the new software revision installation and does not include end user clinical education Clinical support at the installation may be provided remotely at Philips sole discretion Update or upgrade installation and clinical support of the installation shall take place during standard coverage hours Monday through Friday between 8 00 AM and 5 00 PM local time excluding Philips observed holidays If Customer requires additional installation support or clinical services then Philips will provide such installation or services to Customer at Philips then current labor and material rates 6 CLINICAL EDUCATION Philips will perform the clinical support of the installation or clinical education for upgrades updates or fixes that Customer is entitled to receive under this Agreement at a time mutually agreed to by Philips and the Customer Scope duration and delivery methodology of the clinical support of the installation or clinical education will vary by upgrade update or fix and will be defined by Philips at Philips sole discretion 7 CUS
23. party software including software upgrades third party operating systems or operating system patches fixes and updates Network hardware components network operating systems and network wires are not covered by this warranty document Consumables used in the operation of the PCCI Product such as but not limited to storage media are not covered under this warranty document Any fixes patches updates or upgrades to the Software including without limitation any professional services are not covered by any warranty or condition express implied or statutory E Warranty Limitations The above warranties do not apply to defects resulting from improper or inadequate maintenance or configuration by Customer Customer or third party supplied software interfacing or consumables unauthorized modification improper use or operations outside of the Specifications for the PCCI Product abuse negligence accident loss or damage in transit improper site preparation or unauthorized maintenance or repair The warranty services do not include servicing or replacing components of the PCCI Product other than those listed in the exhibits the cost of consumable materials providing software updates and upgrades back up copies of software or the programming of custom code providing any service or parts specifically excluded under the quotation The warranties do not include any service necessary due to a design specification or instruction provided
24. pursuant to the Agreement expires prior to the completion of the Work renewal Certificate s of Insurance and endorsement s shall be furnished by the Bidder to the County at least thirty 30 days prior to the expiration date ten 10 1 Bidder shall also notify County within twenty four 24 hours after receipt of any notices of expiration cancellation nonrenewal or adverse material change in coverage received by said Bidder from its insurer Notice shall be given by certified mail to Pinellas County c o Ebix BPO PO Box 257 Portland MI 48875 0257 be sure to include your organization s unique identifier which will be provided upon notice of award Nothing contained herein shall absolve Bidder of this requirement to provide notice 2 Should the Bidder at any time not maintain the insurance coverages required herein the County may terminate the Agreement or at its sole discretion may purchase such coverages necassary for the protection of the County and charge the Bidder for such purchase or offset the cost against amounts due to bidder for services completed The County shall be under no obligation to purchase such insurance nor shall it be responsible for the coverages purchased or the insurance company or companies used The decision of the County to purchase such insurance shall in no way be construed to be a waiver of any of its rights under the Agreement f The County reserves the right but not the duty to review an
25. the contrary in the Agreement or this Exhibit hardware and parts are not included in the Services 9 4 Any network related problems 9 5 The cost of consumable materials including batteries software media and cassettes Page 3 REV 1 1 2012 09 07 Page 28 of 43 PHILIPS PATIENT MONITORING SOFTWARE MAINTENANCE AGREEMENT ATTACHMENT 1 NOTIFICATION 1 1 Philips will notify Customer if an upgrade is available If the Customer chooses to receive an upgrade then Customer must register for the upgrade by responding in writing within three 3 months of the date of Philips notice If Philips does not receive such response from Customer within the three month period then Philips is under no obligation to provide such upgrade If the Agreement expires after Philips notifies Customer that an upgrade is available then Customer is entitled to receive the offered upgrade for three 3 month following such termination 2 UPGRADE AVAILABILITY 1 2 If Philips does not release an upgrade during any twelve 12 month period during the term of the Agreement and Customer does not have the latest available software version then Philips will at Customer s request provide Customer with an upgrade to the latest available software version If Philips does not receive such request from Customer prior to the expiration or termination of the Agreement then Philips is under no obligation to provide such upgrade Page 4 REV 1 1 2012 09 07 Page 29 of 43
26. 6091 866092 866093 866094 866095 866096 866097 866112 866113 IntelliBridge Enterprise 866183 IB SC50 Device Interfacing Engine 866022 IntelliVue Mobile Caregiver 866337 IntelliVue Guardian Software 866009 CS770 IntelliSpace Critical Care and Anesthesia 866072 CompuRecord 865230 IntelliSpace Perinatal Revision H 00 866131 866132 866133 OBTV G 0 Software Only 865342 IntelliSpace Event Management release 11 866030 TraceMasterVue Software Only for Clinic Basic Standard Enterprise amp Universal Editions 860326 7 including Software Only Upgrades IntelliSpace ECG 860426 software application only Holter Software System including Software Upgrades ECG Gateway Software 860331 Enhanced Web Server 866109 PIIC MultiPatient Web Server 866193 CSCN Specifications 865461 Maximum next business day TraceMasterV ue Turnkey Systems includes Hardware amp Software for Basic Standard Enterprise amp Universal Editions 860325 7 IntelliSpace ECG 860425 hardware for IECG TraceMaster Vue System Upgrades includes Hardware Remote 4 Remote Access Remote V Onsite amp Software 860327 Onsite Monday next business TKM42500 and TMX425 Friday 6 da In house Typical next SureSignsVM1 VM4 VM6 VM8 VSi VS2 VS3 VS4 Biomedical Parts business day VSV 8 M3536A HeartStart MRx 1 Customer site
27. Customer may cancel this Agreement upon 60 days written notice to Philips i representing that the System is being permanently removed from the Site and that the System is not being used in any other Customer site or ii specifically describing a material breach or default of the Agreement by Philips provided that Philips may avoid such cancellation by curing the condition of breach or default within such 60 day notice period The Agreement is not a general obligation of the County If funds are not appropriated by the County for any or all of this Agreement the County shall not be obligated to pay any sums provided pursuant to this Agreement beyond the portion for which funds are appropriated The County agrees to promptly notify Contractor in writing of such failure of appropriation and upon receipt of such notice this Agreement and all rights and obligations contained herein shall terminate without liability or penalty to the County 7 3 In addition if the Customer sells or otherwise transfers any of the System to a third party and the System remains installed and in use at the same location but such third party does not assume the obligations of the Customer under this Agreement or enter into a new service agreement with Philips with a term at least equal to the unexpired term of this Agreement then the Customer may terminate this Agreement with respect to such System upon no less than thirty 30 days prior written notice to Philips in which
28. HeartStart MRx 1 M4735A HeartStart XL 1 Invivo Precess 3160 Patient Monitor 865323 465485 2X10 Invivo Precess 3160 Patient Monitor 865111 2 Information Portal 5 IP5 865471 10 Respironics HRC V60 Ventilator IntelliSave AX700 866205 Respironics HRC V200 Ventilator Innercool RTx Endovascular System Innercool STx consoles Invivo Essential SPO2 Patient Monitor 865353 10 Respironics ChMV Smartmonitor 2 With Modem PCMCIA Respironics CAMV Smartmonitor 2 With PCMCIA Respironics CAMV Smartmonitor 2 Ps W Modem Respironics CAMV Smartmonitor 2 Ps W Modem Respironics CAMV BiliTx Homecare Package Neonatal Panel Respironics CAMV BiliTx Homecare Package Wrap Panel Respironics CAMV Bilichek Advanced System Respironics ChMV Masimo Rad 8 Oximeter Respironics HRC BiPap Focus Holter Recorders Respironics HRC NM3 Monitor Respironics HRC Trilogy 202 12 Page 40 of 43 PHILIPS Bench Repair and retum of Philips 2 Year 8a m 5p m Typical 3 customer unit with Customer Monday business SureSignsVM1 VM4 VM6 VM8 VSi VS2 V83 VS4 loaner 2 Repair Ctr Friday 6 days 5 VSV 8 SureSigns VS Wireless Bridge W01 option M3536A EMS HeartStart MRx 1 Bench Repair and return of Philips 8a m 5 p m Typical 3 860306 PageWriter TC30 Cardiograp customer unit Customer Monday business Repair Ctr Friday 6 days 5 Bench Repair and return of Philips 8a m 5p m Typical 3 M3535A
29. Hospital HeartStart MRx 1 customer unit Customer Monday business M4735A HeartStart XL 1 with loaner 2 Repair Ctr Friday 6 days 5 Exchange Product exchange 8a m 5p m Typical next M1019A G5 Monday business day M1013A G1 Friday 6 M1014A Spirometry Module Tympanic Temperature Module 866149 IntelliVue XDS Hardware Only 865159 XD1 IntelliVue Cableless SpO2 Pod 865215 Intelli Vue Cableless NIBP Pod 865216 IntelliVue Cableless Respiration Pod 865218 IntelliVue TcG10 Module 865298 IntelliVue NMT Module 865383 IntelliBridge EC5 ID Module 865114 IntelliBridge EC40 80 Hub 865056 StressVue System not including treadmillsX 11 Stress System ST80i 860343 ST80i Upgrade Kit 860351 Invivo Expression Display Control Unit DCU Respironics CAMV NeoPAP CPAP Device Exchange Product exchange 8a m 5pm Typical next 861388 HeartStart FR3 Text Monday business day Friday 6 861389 HeartStart FR3 ECG M3860A HeartStart FR2 ECG M3861A HeartStart FR2 TEXT 861458 ReFurb FR2 ECG 861459 ReFurb FR2 TEXT Exchange Product exchange 8a m Sp m Typical next Monday business day MS066A HeartStart Onsite Friday 6 M50684A HeartStart Home 861304 HeartStart FRx 90 days 3 Philips IntelliVue Information Center iX A Software 000 Page 41 of 43 PHILIPS option 866023 866025 Replacement Only IntelliVue Information Center N 01 Software A options 86
30. MBER NYC 005669132 13 REVISION NUMBER 6 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWIT STANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS NSR ADDL SUBR i a pei a ey rae POLICY EFF POLICY EXP TYPE OF INSURANCE NSR WYD POLICY NUMBER MM DD YYYY MM DD YYYY LIMITS A GENERAL LIABILITY GL012308 02 12 03 2044 12 84 2015 EACH OCCURRENCE ls 5 000 000 X COMMERCIAL GENERAL LIABILITY j DASMISES a colinda ME 500 000 CLAIMS MADE OCCUR MED EXP Any one person mu 10 000 gt PERSONAL 8 ADVINJURY 5 9000900 L GENERAL AGGREGATE 5 MS lec GEN L AGGREGATE LIMIT APPLIES PER PRODUCTS COMP OP AGG 10 000 000 POLICY s COMBINED SINGLE UMIT B AUTOMOBILE LIABILITY Sao 12 31 2014 12 31 2015 Ea accident E T 2 000 000 X ANY AUTO BODILY INJURY Per person ALOWNED SCHEDULED CES n AUTOS AUTOS i BODILY INJURY Per r accident NON OWNED d PROPERTY DAMAGE is HIREDAUTOS AUTOS j Per accident eee e
31. Next Agenda Item Return to Agenda BOARD OF COUNTY COMMISSIONERS DATE February 24 2015 AGENDA ITEM NO b Consent Agenda TA Regular Agenda O Public Hearing Subject Sole Source Purchase Electro cardiograph ECG Monitor Defibrillators and Services Bid No 145 0099 SS RG Department Staff Member Responsible Emergency Medical Services EMS and Fire Craig Hare Joe Lauro Administration Purchasing Recommended Action RECOMMEND THE BOARD OF COUNTY COMMISSIONERS APPROVE THE SOLE SOURCE PURCHASE OF ELECTROCARDIOGRAPH MONITOR DEFIBRILLATORS AND SERVICES WITH PHILIPS HEALTHCARE A DIVISION OF PHILIPS ELECTRONICS NORTH AMERICA CORPORATION PHILIPS ANDOVER MASSACHUSETTS IT IS FURTHER RECOMMENDED THE CHAIRMAN SIGN THE AGREEMENT AND THE CLERK ATTEST Summary Explanation Background This negotiated sole source request is for the purchase of Philips ECG Monitors Defibrillators and services to support the clinical requirements of Pinellas County EMS and Fire Administration In 2010 following a competitive Request for Proposal process the Board approved a contract for the purchase of Philips ECG s and Defibrillators which standardized EMS system biomedical equipment allowing for a seamless operation on each monitor as well as minimizing treatment delays on scene and during patient transport Since then County EMS has invested approximately 2 3M system wide on 104 Philips ECG s and defibrillators to support the
32. P etCO2 White 9 100 00 45 00 5 005 00 ADA A04 EtCO2 White BA BOO 00 45 00 2 475 00 A05 SpO2 BP EICOZ Temp WHT 10 200 00 45 00 5 510 00 A06 SpO2 BP CO2IBP amp Tmp WHT 12450 00 45 00 8 847 50 ADT SpO2 NBP IBP amp Temp 8 169 00 45 00W 4 492 95 M3536A AT1 A11 5p02 and EICOZ 6 000 00 45 0096 3 300 00 A20 Base unit Gray 515 00 283 25 M3536A A21 A21UntwSpO2 Grey 2 160 00 45 00X 1 188 00 M3536A A22 A22 UnitwSpO2 NIBP grey 5 155 00 45 00X 2 840 75 M3538A A23 A23SpO2 NIBP CO2 Gre 9 615 00 45 00 5 268 25 A24eTCO2 grey O O O O 55015 00 45 00 2 758 25 M3536A A25 A25 SpO2 BP COZ Tmp G 10 715 00 45 00 5 893 25 M3536A A26 A26 SpO2 BP CO2 IP Tmp G 12 965 00 45 00 7 130 75 M3536A A27 A27 SpO2 and EtCO2 gre 6 515 00 B01 Noninvasive Paang T BEES 3 M3536A_B01 B01 Noninvasive Pacing 2 350 00 M3536A_B02 B02 12 Lead ECG acquisition 1 1 4000 00 45 00 M3536A_B04 1804 75mm Printer White 51500 45 00 283 25 M3536A_B06 B06 12 LD Trans Bluetooth CS 2 122 00 45 00 1 167 10 M3536A_B08 B08 Q CPR A g 1 1 299500 45 00 1 647 25 M35364_B09 B09 Q CPR Data Capture s2z
33. Philips whether used internal or external to System without Philips approval Examples include software patches security fixes and service packs from the operating system web browser or database software manufacturer s 6 1 2 Any product supplied by Philips that has been modified by the Customer or any third party and 6 1 3 Any product maintained under this Agreement in which the Customer does not allow Philips to incorporate engineering improvements 6 1 4 Any product that has reached its End of Life End of Life means equipment that is at least six 6 months beyond the end of life date which is determined by the manufacturer 6 1 5 Operating system software issues that manifest themselves in non performance of another installed application and affect use or performance of the System 6 Any network related problems 7 6 1 6 1 7 The cost of consumable materials including batteries software media and cassettes Page 3 REV 1 1 2012 09 07 Page 32 of 43 EXHIBIT 7 PH i Li PS SOFTWARE MAINTENANCE AGREEMENT HARDWARE SUPPORT COVERAGE ATTACHMENT If included in the Agreement Philips will provide hardware support Services during standard coverage hours Monday through Friday 8 00 AM to 5 00 PM local time excluding Philips recognized holidays Hardware support coverage provides Customers technical or biomed support organization with clinical and technical phone support troubleshooting parts and repairs as follows 1 Sup
34. RT Pads Iil 170921 AED Wall Sign red 989803170901 861476 AED Awareness Posters 4 pack opt ABA English opt ABE Spanish opt ABF French 861477 00 861478 AED Signage Bundle includes AED Wall Sign AED 00 Awareness Placards and AED Posters l 3170891 E i PE al 3 2 e e d iih 8 8 3 diim TES ad 8 HE HeartStart Wall Signs Awareness Placards E Ii 1 Il T Fr i HeartStart FR3 Training Materials amp Lea g Products 861467 AED Trainer 3 option A01 3171631 i FR3 Training Pack Includes Rechargeable Training Battery Training Pads Ill Interconnect Cable External Manikin Adapter Training Battery Charger sold parately Replacement Training Pads IIl use with Inter connect Cable Training Pads III 3150201 HeartStart Pads r QUIK COMBO 0100 HeartStart Pads Zo 05 10200 Data leader 198 25 D 16 90 E E 2 2 rrr 8 Sls 989803150081 FR3 Bluetooth Transceiver Module 150061 FR3 Data Card a hi T f s 31818 861451 Option AD1 HeartStart Data Messenger i HeartStart Data Messenger Software 4 100 00 License 1 r Barrel style Software Event Review Software i i i 50 f 1 3 HeartStart Event Review Software s Adap HeartStart wide uc Di ite wide License Option A01 HeartStart Event Review Pro Software PC Option ADS HeartStart Event Review Pro Software License
35. Response Time is the time for a qualified Philips service representative to arrive on site to begin service 2 3 Typical Bench Repair Time is the time for a qualified Philips service representative to repair and return the Customers existing Patient Care Equipment from Philips receipt of the device to Philips shipment of such equipment to Customer 2 4 Typical Unit Exchange Time is the time for a qualified Philips service representative to exchange the Customers Patient Care Equipment with a new and or refurbished device 2 5 Philips Next Business Day response depends on the location of the Customer Philips response time will be i next business day response time for System Sites located within 100 miles of the responding Philips Field Service Engineer ii two business days for System Sites located within 101 200 miles of the responding Philips Field Service Engineer iii three business days for System Sites located within 201 300 miles of the responding Philips Field Service Engineer and iv the response time described in the Agreement for System Sites located greater than 301 miles of the responding Philips Field Service Engineer 3 COVERAGE 3 1 Telephone and Remote Support Telephone and remote support coverage is included with all Service Agreements identified in the Exhibit 3 2 Remote Access amp Diagnostics Philips may remotely access the System to perform services Customer shall provide Philip
36. TOMER RESPONSIBILITIES 7 1 System administrator The Customer shall designate an individual s to serve as Customer system administrator System Administrator and an alternate who will serve as Philips primary support contacts These individuals should be familiar with all aspects of training provided by Philips including end user and system administrator training In addition the System Administrator shall maintain the integrity of the System operation and ensuring that proper backup procedures are in place 7 2 Remote access Customer must provide necessary remote access required information and support for the System to connect to Philips Remote Service PRS PRS is the basis for Services delivered under this Exhibit Customer waives all rights to services and service deliverables under this agreement unless PRS connectivity is enabled and maintained 7 3 Security The Customer is solely responsible for providing adequate security to prevent unauthorized System access to Philips or its third party vendors proprietary and confidential information 7 4 Software version levels Customer must maintain its Systems at a currently supported version to receive support under this Exhibit 7 5 Hardware revision levels The Customer must maintain all associated System hardware firmware and middleware at the required revision levels for the software version To receive software updates and upgrades the Customer must maintain all associated hardwar
37. aling course of performance usage of trade or industry standard will be part of this Agreement The service specific exhibits listed below and any associated attachments are incorporated herein as they apply to the services listed on the quotation and their additional terms shall apply solely to Customer s purchase of the services specified therein If any terms set forth in an exhibit conflict with terms set forth in these Terms and Conditions of Service the terms set forth in the schedule shall govern Service Terms Exhibit 1 5 Intentionally deleted N A for this Agreement Service Terms Exhibit 6 Additional Patient Care Software Maintenance Service Agreement Terms and Conditions Service Terms Exhibit 7 Additional Patient Care Software Maintenance Hardware Support Coverage Terms and Conditions Service Terms Exhibit 8 Additional Patient Care Services Terms and Conditions AUTHORITY IO EXECUTE The parties acknowledge that they have read the terms and conditions of this Agreement that they know and understand the same and that they have the express authority to execute this Agreement Page 25 of 43 EXHIBIT 6 PHILIPS PATIENT CARE AND CLINICAL INFORMATICS SOFTWARE MAINTENANCE AGREEMENT EXHIBIT 1 SERVICES PROVIDED Commencing on the Effective Date and subject to the limitations below Philips will provide services listed on the quotation s for Covered System Table 1 Coverage Ty Telephone and Software Installation Services for
38. apply to liability for 1 The insurance afforded to such vendor only damages that the vendor would have in the applies to the extent permitted by law and absence of the contract or agreement 2 If coverage provided to the vendor is required b Any express warranty unauthorized by you by a contract or agreement the insurance afforded to such vendor will not be broader v META IRISH E oes VER than that which you are required by the contract or agreement to provide for such d Repackaging except when unpacked solely vendor for the purpose of inspection demonstration testing or the substitution of parts under instructions from the manufacturer and then repackaged in the original container CG 20 15 04 13 Insurance Services Office Inc 2012 Page 1 of 2 Page 2 of 2 Any failure to make such inspections adjustments tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the distribution or sale of the products Demonstration installation servicing or repair operations except such operations perfomed at the vendors premises in connection with the sale of the product Products which after distribution or sale by you have been labeled or relabeled or used as a container part or ingredient of any other thing or substance by or for the vendor or Bodily injury or property damage arising out of the sole negligence of the v
39. assist you in accessing this information Sincerely Thomas Gannon Risk Manager POLICY NUMBER GLD 12308 02 COMMERCIAL GENERAL LIABILITY CG 20 15 04 13 THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY ADDITIONAL INSURED VENDORS This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCT S COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person s Or Organization s V Your Products All Vendors of the Insured s Products All Products manufactured sold or distributed by the Insured Information required to complete this Schedule if not shown above will be shown in the Declarations A Section Il Who Is An Insured is amended to B With respect to the insurance afforded to these include as an additional insured any person s or vendors the following additional exclusions apply organization s referred to throughout this 4 The insurance afforded the vendor does not endorsement as vendor shown in the Schedule but only with respect to bodily injury or property SPP i SUNL 4 damage arising out of your products shown in a Bodily injury or property damage for the Schedule which are distributed or sold in the which the vendor is obligated to pay regular course of the vendor s business damages by reason of the assumption of liability in a contract or agreement This However exclusion does not
40. atabase configurations or reports and Customer written product interfaces are not included If a system failure is attributed to Hardware not supported under the Agreement the Customer shall restore the Software operating system and database Software before Philips begins any Software restoration efforts Philips may offer for an additional charge based upon published labor and material rates Hardware support and Software restoration Services 8 2 Anti Virus Statement Philips Software is a computer based medical product and therefore may be subject to attack by outside computer viruses The Software required to prevent attack by a computer virus must be constantly monitored and updated Customer shall install and maintain anti virus Software in accordance with the System Installation or Reference guides After installing the software Customer shall have the burden of proof if it claims that Philips introduced a Virus discovered in the software Customer will pay an additional amount based on Philips then current time and materials rates for such work in respect of Services rendered in connection with a Virus that was not introduced by Philips Philips shall use reasonable efforts to notify Customer if Philips becomes aware of any Virus in the Software licensed to Customer under this Agreement 8 3 Non Philips Software Assistance Requests for assistance with Hardware operating systems communications network Third Party Software printer config
41. ative in writing to Philips that will manage and be responsible for Customer s selection and scheduling of upgrades installation under this Exhibit and 4 2 3 The System that will receive the update or upgrade must meet the specifications of the update or upgrade Customer shall provide the System hardware or software necessary to meet such specifications 4 3 Unless specifically included elsewhere in this agreement software updates upgrades and fixes do not include functionality applications options or the like that were not purchased with the System including virus protection software security patches custom interface software operating system software software updates of third party software e g Citrix Philips shall have no responsibility to provide software upgrades updates or fixes for minor software defects 4 4 Customer may not resell transfer or assign the right to such upgrades updates or fixes to any third party All upgrades updates and fixes provided to the System under this Exhibit are subject to the terms and conditions of this Exhibit the Agreement and any license terms and conditions included in the purchase of the System from Philips or later provided to Customer 5 INSTALLATION SERVICES FOR SOFTWARE UPGRADES UPDATES AND FIXES Philips will install the upgrades updates or fixes that Customer is entitled to receive under this Agreement either on site or remotely at Philips sole discretion at a time mutually
42. bove Limits Each Occurrence 4 000 000 General Aggregate 4 000 000 5 Professional Liability Errors and Omissions Insurance with at least minimum limits as follows If claims made coverage is provided tail coverage extending three 3 years beyond completion and acceptance of the project with proof of tail coverage to be submitted with the invoice for final payment In lieu of tail coverage Bidder may submit annually to the County for a three 3 year period a current certificate of insurance providing claims made insurance with prior acts coverage in force with a retroactive date no later than commencement date of this contract Limits Each Occurrence or Claim 1 000 000 General Aggregate 1 000 000 For acceptance of Professional Liability coverage included within another policy required herein a statement notifying the certificate holder must be included on the certificate of insurance and the total amount of said coverage per occurrence must be greater than or equal to the amount of Professional Liability and other coverage combined 6 Property Insurance Bidder will be responsible for all damage to its own property equipment and or materials Page 21 of 43 SCHEDULE 1 PHILIPS HEALTHCARE SERVICE AGREEMENT TERMS AND CONDITIONS The services listed in the quotation the Services are offered by Philips Healthcare a division of Philips Electronics North America Corporation Phi
43. by Customer or Customer representative the failure of anyone other than Philips or Philips subcontractor to comply with Philips written instructions or recommendations any combining of the PCCI Product with a product or software of other manufacturers other than those recommended by Philips any alteration or improper storage handling use or maintenance of the PCCI Product by anyone other than Philips or Philips subcontractor THE WARRANTIES SET FORTH IN PHILIPS WARRANTY DOCUMENT WITH RESPECT TO THIS PCCI PRODUCT INCLUDING THE SOFTWARE PROVIDED WITH THE PCC PRODUCT ARE THE ONLY WARRANTIES MADE BY PHILIPS IN CONNECTION WITH THE PCC PRODUCT THE SOFTWARE AND THE TRANSACTIONS CONTEMPLATED BY THE QUOTATION AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE Page 36 of 43 2 ACCESS TO PCCI PRODUCT Philips shall have full free and safe access to the PCCI Product and Customer s operation performance and maintenance records for the PCCI Product on each scheduled or requested warranty service visit Philips shall also have access to and use of any machine service attachments features or other equipment necessary to perform the necessary service contemplated herein at no charge to Philips Customer waives warranty service if access is not provided to the PCCI Product and Customer s records Should Philips b
44. case the Customer shall pay to Philips i all amounts due under this Agreement through the effective date of termination based on the notice requirement and ii as liquidated damages and not as a penalty an Page 22 of 43 amount equal to 30 of the remaining payments due under this Agreement for such System from the date of termination through the scheduled expiration of the term of this Agreement 7 4 If this Agreement includes a Pool and terminates for any reason and Customer has expended more funds from its Pool than it has contributed to the Pool then Customer shall pay Philips the amount by which its expenditures exceeded its contributions within five 5 business days of such termination 8 DEFAULT To the extent not inconsistent with the Local Government Prompt Pay Act Fla Stat 218 70 et seq and the County s Dispute Resolution procedures established in accordance with that Act Customer s failure to pay any amount due under this Agreement within 45 days of when payment is due constitutes a default of this Agreement and all other agreements between Customer and Philips In such an event Philips may at its option i withhold performance under this Agreement and any or all of the other agreements until a reasonable time after all defaults have been cured ii declare all sums due and to iii commence collection activities for all sums due or to become due hereunder including but not limited to costs and expenses of collection an
45. cense shall continue for as long as end user customer continues to own the product except that Philips may terminate the License if end user customer is in breach or default End user customer shall return the Licensed Software and any authorized copies thereof to Philips immediately upon expiration or termination of this License 1 2 The License does not include any right to use the Licensed Software for purposes other than the operation of the product End user customer may make one copy of the Licensed Software in machine readable form solely for backup purposes Philips reserves the right to charge for backup copies created by Philips Except as otherwise provided under section 1 6 End user customer may not copy reproduce sell assign transfer or sublicense the Licensed Software for any purpose without the prior written consent of Philips End user customer shall reproduce Philips copyright notice or other identifying legends on such copies or reproductions End user customer will not and will not allow any third party to decompile disassemble or otherwise reverse engineer or attempt to reconstruct or discover the product or Licensed Software by any means whatsoever 1 3 The License shall not affect the exclusive ownership by Philips of the Licensed Software or of any trademarks copyrights patents trade secrets or other intellectual property rights of Philips or any of Philips suppliers relating to the Licensed Software 1 4 End user cus
46. chasing wifi he aaa causes iat ond jo De On ached document B Initial and Date Funding is available for this project Provide title of funding source C as Po Circle vendors you want bids mailed to Add additional vendors with complete Make all inquiries to Q4 UI x Vo Qui Na CU Ja Y and Jen Revised 11 2014 all types emet E Cad nt at ty MN be eN Y A A Lol d NOT apply 0 Hado bhit Lot im Mc p Sune Ayuerort Spant gt ae cia rene AGREEMENT THIS AGREEMENT made and entered into this day of 2015 by and between PINELLAS COUNTY a political subdivision of the State of Florida hereinafter referred to as the County and Philips Electronics North America Corporation a Delaware corporation authorized to do business in Florida hereinafter referred to as the Contractor and together the Parties WITNESSETH WHEREAS County has previously determined that 1t has a need for ELECTRO CARDIOGRAPH MONITOR DEFI BRILLATORS AND SERVICES and WHEREAS Contractor has demonstrated that it is able to satisfactorily provide the Electro Cardiograph Monitor Defibrillators and services and NOW THEREFORE In consideration of the above and mutual covenants contained herein the Parties agree as follows 1 SERVICES TO BE PERFORMED The Contractor hereby agrees to provide the County with ELECTRO CARDIOGRAPH MONITOR DEFIB RILLATORS AND SERVICES as requested and more specifically out
47. conditions remain the same with County Administrator approval Commencing the second year of the contract EMS anticipates the replacement of approximately fifty two 52 units per year at an approximate cost of 23 000 per device Fiscal Impact Cost Summary Funding is provided through the EMS First Responders Fund Estimated Year 1 expenditure not to exceed 100 000 00 Estimated Year 2 expenditure not to exceed 1 200 000 00 Estimated Year 3 expenditure not to exceed 1 200 000 00 Total Estimated thirty six 36 month expenditure not to exceed 2 500 000 00 Exhibits Attachments Contract Review Agreement Revised 03 2012 Page 2 of 2 PROJECT PHILIPS ELECTRO CARDIOGRAPH MONITORS DEFIBRILLATORS CONTRACT NUMBER 145 0099 SS RG TYPE X Purchase Contract Lote Construction Less than 100 000 E In accordance with the policy guide for Contract Administration the attached documents are submitted for review and comment Upon completion of review complete Contract Review Transmittal and forward lo next Review Authority listed Please indicate suggested changes by revising In RED the appropriate section of the document reflecting the exact wording of the change RISK MANAGEMENT Please enter required ora Logia PRODUCT ONLY J arm rector C Mancuso Ass t Director OP funding tor thie project ie ueing grant funding INo funding for this project le not using grant funding S aat MN We Lac one ya rust pue Pur
48. covery of any lost or altered patient records files programs or data Philips is not responsible for the reconstruction restoration retrieval or recovery of any lost or altered files data or programs INTERFACE SUPPORT FOR NETWORKED PRODUCTS Philips support of DICOM and HL7 interfaces to the PCCI Product is included in the applicable warranty period only to the extent that such interfaces exist at the PCCI Product location at the time of installation of the PCCI Product PCCI Product interface support does not include the modification of any interface due to interface changes in third party hardware or software In the case of a planned upgrade of the PCCI Product or any Software that involves modifications to the PCCI Product interface specifications Philips requires that detailed technical information on such modifications be made available to Philips at least ninety 90 days in advance of the planned upgrade In such a case Philips shall have the right but not the obligation to modify and upgrade the PCCI Product or Software to support such new interface specifications at a schedule and cost to be mutually approved by Philips and the Customer The Customer shall pay the cost of any additional work required to implement and support the new interface specifications at Philips then current standard rates for such service LIMITATIONS OF LIABILITY AND DISCLAIMERS See Section 8 of the Agreement IN NO EVENT SHALL PHILIPS BE LIABLE
49. cy of medical records and information and public records laws including the requirements specified in Fla Stat 119 0701 Contractor is and shall remain an independent contractor and Contractor acknowledges that it is responsible for complying with the applicable provisions of the Immigration Reform and Control Act of 1986 located at 8 U S C 1324 et seq and regulations relating thereto as either may be amended from time to time Contractor is directed to the Florida Public Entities Crime Act Section 287 133 Florida Statutes as well as Florida Statute 287 135 regarding Scrutinized Companies and represents to County that Contractor is qualified to transact business with public entities in Florida and to enter into and fully perform this Agreement subject to the applicable provisions stated therein Failure to comply with any of the above referenced and applicable provisions shall be considered a material breach of the Agreement Nothing in this Agreement including all incorporated documents shall limit the Parties obligations to comply in all respects with the applicable provisions of Florida s public records laws 11L SEVERABILITY The terms and conditions of this Agreement shall be deemed to be severable Consequently if any clause term or condition hereof shall be held to be illegal or void such determination shall not affect the validity or legality of the remaining terms and conditions and notwithstanding any such determination
50. d ii of that Section are made a part of this Agreement In such an event Philips shall retain and make available and insert the requisite clause in each applicable subcontract requiring Philips subcontractor to retain and make available the contract s book s document s and record s to the person s upon the request s for the period s of time required by these Subsections Philips complies with all applicable provisions of the Health Insurance Portability and Accountability Act of 1996 HIPAA Upon Customer request Philips will provide a mutually agreeable Business Associates agreement In the course of providing the Services to Customer Philips may need to access view or download computer files from the System that might contain Personal Data Personal Data includes information relating to an individual from which that individual can be directly or indirectly identified Personal Data can include both personal health information e g images heart monitor data and medical record number and non health information e g date of birth and gender Philips will process Personal Data only to the extent necessary to fulfill its Service obligations under this Agreement CONEIDENTIALITY Each party will maintain as confidential any information furnished or disclosed to one party by the other party whether disclosed in writing or disclosed orally relating to the business of the disclosing party its customers or its patients and t
51. d into this warranty document The capitalized terms herein have the same meaning as set forth in the quotation unless defined herein WARRANTY A Commencement of Warranty Period For all products that do not require installation the warranty period begins on the date of invoice For products that require installation the warranty period begins upon completion of installation and product availability for first patient use Available for first patient use means the product has been installed and substantially meets Philips published specifications B Product Specifications Product Specifications means specific technical information about Philips products which is published in Philips product manuals and technical data sheets in effect on the date Philips ships Customer s order C Product Type and Warranty Category 1 Software Only Products including Software Upgrades If the PCCI Product described in the quotation includes only Philips software then Philips warrants that any and all media on which the Software is delivered to the customer shall be free of defects in material and workmanship for a period of ninety 90 days or as otherwise stated in the PCCI PRODUCT WARRANTY CLASSIFICATION TABLE Category 2 Philips Integrated Hardware Software Products Supplies Philips Integrated Hardware Software Products are those which run on Philips designated hardware platforms and which contain hardware which is part of the Philips PCCI Pro
52. d reasonable attorney s fees iv terminate this Agreement with 10 days notice to Customer and v pursue any other remedies permitted by law 9 END OF LIFE If Philips determines that its ability to provide the Service Coverage is hindered due to the unavailability of parts or trained personnel or that the system can no longer be maintained in a safe or effective manner as determined by Philips then Philips may terminate this Agreement upon notice to the Customer and provide Customer with a refund of any Customer pre payments for periods of Service Coverage not already completed 10 WARRANTY DISCLAIMER Philips full contractual service obligations to Customer are described in this Agreement Philips provides no additional warranties under this Agreement All service and parts to support service under this Agreement are provided AS IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES TO ANYTHING PROVIDED BY PHILIPS SUBCONTRACTOR OR PHILIPS 11 LIMITATIONS OF LIABILITY AND DISCLAIMER 11 1 See Section 8 of the Agreement 11 2IN NO EVENT SHALL PHILIPS OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT PUNITIVE INCIDENTAL CONSEQUENTIAL OR SPECIAL DAMAGES INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS BUSINESS INTERRUPTION LOSS OF DATA OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES WHETHER ARISING FROM BREACH OF CONTRACT BREACH OF WARRANTY NEGLIGENCE INDEMNITY STRICT LIABILITY OR OTHER TORT 12
53. d request a copy of the Contractor s most recent annual report or audited financial statement when a self insured retention SIR or deductible exceeds 50 000 g if subcontracting is allowed under this Bid the Prime Bidder shall obtain and maintain at all times during its performance of the Agreement insurance of the types and in the amounts set forth and require any subcontractors to obtain and maintain at all times during its performance of the Agreement insurance limits as it may apply to the portion of the Work performed by the subcontractor but in no event will the insurance limits be less than 500 000 for Workers Compensation Employers Liability and 1 000 000 for General Liability and Auto Liability if sequired below 145 0099 SS RG Page 2 of 3 1 All subcontracts between Bidder and its subcontractors shall be in writing and are subject to the County s prior written approval Further all subcontracts shall 1 require each subcontractor to be bound to Bidder to the same extent Bidder is bound to the County by the terms of the Contract Documents as those terms may apply to the portion of the Work to be performed by the subcontractor 2 provide for the assignment of the subcontracts from Bidder to the County at the election of Owner upon termination of the Contract 3 provide that County will be an additional indemnified party of the subcontract 4 provide that the County will be an additional insured on all insurance po
54. duct as described in the Product s Specifications Philips warrants such PCCI Products against defects in materials and workmanship and will perform substantially within the Product s Specifications for a period of 12 months or as otherwise set forth on the attached Warranty Classification Table Designated hardware platforms are hardware validated by Philips to operate PCCI software products in a manner consistent with Product Specifications Philips warrants supplies products against defects in materials and workmanship for a minimum of one year or the balance of the product s shelf life Philips Hardware Product Upgrades are those which provide additional functionality to Integrated Hardware Products Philips warrants such PCCI Product Upgrades against defects in materials and workmanship and will perform substantially within the Product s Specifications for a period of 90 days Page 35 of 43 Category 3 Non Philips Complementary PCCI Products Non Philips Complementary Products are Customer selected hardware which are not part of the Philips PCCI Product as described in the Product s Specifications For Non Philips Complementary Products the hardware supplier warranty will be passed through to the customer and the Philips PCCI warranty shall not apply D Exclusions Philips does not warrant PCCI Products to operate error free or without interruption Philips does not warrant third party hardware including hardware component upgrades third
55. e denied access to the PCCI Product or Customer s records at the agreed upon time a charge equal to the appropriate hourly rate will be accepted by the Customer for waiting time 3 WARRANTY COVERAGE amp RESPONSE TIME Philips will provide to the Customer the on site or remote Warranty service hours set forth on the Warranty Classification Table Initial telephone response time will be within two 2 hours 8a m through 5p m Monday through Friday excluding Philips holidays and within four 4 hours after hours Customer local time 4 TRANSFER OF PCCI INSTALLABLE PRODUCT At Philips discretion if Customer transfers or relocates the PCC installable Product or any portion thereof all obligations under this warranty document will terminate unless Customer receives the prior written consent of Philips for the transfer or relocation At Customer s request Philips at its discretion will re locate the PCCI Product and shall re certify the PCCI Product at the Customers expense 5 CUSTOMER RESPONSIBILITIES FOR NETWORKED PRODUCTS A System Administrator The Customer shall designate and train system administrator s as defined in the Professional Services Statement of Work SOW if applicable who will serve as Philips primary support contacts the Administrators during the applicable warranty period If the Customer does not have trained Administrators then the Customer will be required to purchase an optional PCCI Product admini
56. e to the then current specification for the software updates or upgrades Page 2 REV 1 1 2012 09 07 Page 27 of 43 PHILIPS 7 6 Data reconstruction The Customer shall follow the recommended back up processes as outlined in the System installation or Reference Guides The Customer is also responsible for the reconstruction restoration retrieval or recovery of any lost or altered patient records files programs or data Philips is not responsible for the reconstruction restoration retrieval or recovery of any lost or altered files data or programs For an additional charge based upon published labor and material rates Philips will offer services on a commercially reasonable efforts basis to reconstruct data 7 7 Intermediate Resolutions Customer shall implement any intermediate System resolutions or workarounds as requested by Philips while Philips seeks a long term System resolution 8 SERVICE LIMITATIONS 8 1 Software Restoration If the Software fails and the supported application Software requires restoration then Philips will reinstall the application Software database Software and operating system to the revision level that existed prior to the malfunction or failure and Philips will attempt to reinstall the customer created data backup If the customer created data backup cannot be used to re install any data to the System the customer will hold sole responsibility for the loss of data Custom or third party Software custom d
57. ence Guide 15085 81900 OnSite Trainer Instructions for Use Replacement OnSite Trainer Garry Case MSO74A ifant Child SMART Training Pads Carriage T Page 10 of 43 PHILIPS Prepared for Pinellas County j 989803139281 Infant Chid Pads Placement Guide LL 29 00 35 00 18 85 989803130341 JExtended Warranty 2 years HeartStart OnSite ____ 407 00 35 00 264 55 989803130351 Extended Warranty 2 years Previously Sold X r HeartStart OnSite Option A01 HeartStart Data Messenger Software OptionA03 HeartStart Data Messenger Software HeartStart Data Management 861451 zi f 8 s A 8 861451 i i 861487 Option A01 HeartStart Configure Software 67 00 45 00 r 861489 Option A01 HeartStart Event Review Software 407 00 PC Option A02 HeartStart Event Review Software Si wide License Option A03 HeartStart Event Review Software Upgrade Single PC 861489 KL ast sooo rra esce bo Pa Upgrade Single PC ele ne Upgrade Site wide License 861489 li S 861489 i 340 i i 861431 Option A01 HeartStart Event Review Pro Software in v i2 861431 Option A03 HeartStart Event Review Pro Software a s g 861436 861436 Wn Haar ETE O
58. endor for its own acts or omissions or those of its employees or anyone else acting on its behalf However this exclusion does not apply to 1 The exceptions contained in Sub paragraphs d or f or O Insurance Services Office Inc 2012 2 Such inspections adjustments tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the distribution or sale of the products 2 This insurance does not apply to any insured person or organization from whom you have acquired such products or any ingredient part or container entering into accompanying or containing such products C With respect to the insurance afforded to these vendors the following is added to Section lll Limits Of Insurance If coverage provided to the vendor is required by a contract or agreement the most we will pay on behalf of the vendor is the amount of insurance 1 Required by the contract or agreement or 2 Available under the applicable Limits of Insurance shown in the Declarations whichever is less This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations CG 20 15 04 13
59. eries 149981 SMART Pads lll 1 set SMART Pads lll 5 sets 3150101 FER Language Card amp 989803150011 Pad Sentry insert replacement part for Pads Sentry insert in FR3 Case FR3 Infant Chiid 9700 3500xX 6305 150211 Bottom Case Insert for FR3 System Case Rigid replacement part for Bottom Case Insert in FR3 Rigid Syst able 989803149941 CPR Meter Upgrade Kit includes CPR Meter C FR3 Fast Response Kit use only with Rigid System Case Kits contents same as 68 PCHAT lem Case 1 2 Link CPR Meter Cradle for Rigid Case User Documentation Adhesive Pads 10 pa 989803162401 Replacement CPR Compression Meter does not include Cable Link CPR Meter Cradle or Adhesive Pads same as for MRx Cable Link FR3 to CPR Meter 1 15500 CPR Meter Cradle FR3 System Case Rigid 23 00 1 50111 989803163291 CPR Compression Meter Adhesive Pads 10 pack same as for MRX 3 Lead ECG Cable AAMI includes Cable Storage Bag User Documentation Page 12 of 43 PHILIPS Prepared for Pinellas County ns ANNE 1 ns to upgrade of units HeartStart Cabinets Cases amp Wall Mounts PFE7023D 69 989803149971 FRI System Case Rigid Fits AED extra battery extra set of SMART Pads Ill FR3 Fast Response Kit FR3 Small Case Soft Fits AED and extra set of SMART Pads Ill FR3 System Case Soft Fits AED extra battery extra i set of SMA
60. herefore may be subject to attack by outside computer viruses The Software required to prevent attack by a computer virus must be constantly monitored and updated Customer shall install and maintain anti virus Software in accordance with the System Installation or Reference guides After installing the software Customer shall have the burden of proof if it claims that Philips introduced a Virus discovered in the software Customer will pay an additional amount based on Philips then current time and materials rates for such work in respect of Services rendered in connection with a Virus that was not introduced by Philips Philips shall use reasonable efforts to notify Customer if Philips becomes aware of any Virus in the Software licensed to Customer under this Agreement 5 3 Non Philips Software Assistance Requests for assistance with Hardware operating systems communications network Third Party Software printer configuration etc are outside the scope of this Agreement However if Customer s request then Philips may provide non Philips Software assistance on a time and materials basis at Philips then current time and materials rates as available 6 EXCLUSIONS In addition to the Service Exclusions set forth in the Agreement the following Service Exclusions apply to Services 6 1 Any combining of the System with a non qualified device A non qualified device is 6 1 1 Any product hardware firmware software or cabling not supplied by
61. his Agreement and its terms including its pricing terms Each party will use the same degree of care to protect the confidentiality of the disclosed information as that party uses to protect the confidentiality of its own information but not less than reasonable care Each party will disclose such information only to its employees having a need to know such information to perform the transactions contemplated by this Agreement The obligation to maintain the confidentiality of such information will not extend to information in the public domain at the time of disclosure or to information that is required to be disclosed by law or by court order and will expire five years after the Exhibit terminates or expires Philips may subcontract to service contractors of Philips choice any of Philips service obligations to Customer or other activities performed by Philips under this Agreement No such subcontract will release Philips from those obligations to Customer Customer may not assign this Agreement or the responsibility for payments due under it without Philips prior express written consent which will not be unreasonably withheld INSURANCE See Exhibit 4 County Insurance Requirements RULES AND REGULATIONS To the extent made known in writing to Philips Philips and its subcontractors will comply with Customer s rules and regulations provided such rules and regulations do not conflict with established Philips policies Philips represent
62. hmTestioad 129 00 3200 87 72 1989803105251 M17834 1 SyncCablei2 pn25M St n 1 1 380 12600 3200 897 04 ha 989803106921 M3501A 1 amp AdutChiidPadsAAMIBamelCon 1 27100 32 00 18428 o 1989803106951 M3504A 1 linfantPadsAAMBarrelCom 1 1 14300 3200 9724 989803106971 M3507A Hands reeCabeBameiCom amp 1 1 8 14200 32 00 9656 lO 1889803107781 M37134 HeartStart Adul Chid Plus Pads 29000 32 00 197 20 A 989803107811 __ M3716A_ 1 11 HS Adut Chid RadiohicentPads 1 310 00 3200 210 80 889803107821 M3717A 1 1 1 1 HearStetinfanPlus Pads 155 00 3200 105 40 L A 989803107831 M3725A 1 1HearStat5OohmTesttoad 1 1 12500 32 00X 85 00 E 999903109721 M4740A F lHSSwichessintPdiadaper 239 00 32 00 162 52 OO 989803109761 M4744 1 1 Small SwitchedintPdis h 1 83800 3200 569 84 II 989803109771 M4745M HSExtSteizabePds n 1 1 1 1 735 00 32 00 499 80 4989803111081 M4748A HeartStart Extension Cabe 22200 3200 150 96 1 98980312540 M3718A 1 1 HS Adult RadiotransparentPads 1 420 00 3200
63. ht 4 5 Remote Access For Philips to provide remote support Customer must provide remote access to the Patient Care Equipment via Philips specified connection as described in the Service Agreement and notify Philips of any changes to connection procedures Customer must also provide Philips with access to domain accounts passwords and connections that are necessary to perform required Services Page 2 REV 1 1 2012 09 07 Page 31 of 43 PHILIPS 4 6 Security Customer shall provide security to prevent unauthorized Patient Care Equipment access to proprietary and confidential information 4 7 Software version levels Customer must maintain its Systems at a currently supported version to receive support under this Exhibit 4 8 Hardware revision levels The Customer must maintain all associated System hardware firmware and middleware at the required revision levels for the software version To receive software updates and upgrades the Customer must maintain all associated hardware to the then current specification for the software updates or upgrades 4 9 Data reconstruction The Customer shall follow the recommended back up processes as outlined in the System Installation or Reference Guides The Customer is also responsible for the reconstruction restoration retrieval or recovery of any lost or altered patient records files programs or data Philips is not responsible for the reconstruction restoration retrieval or recovery of any l
64. ida agencies the legislative and judicial branches political subdivisions counties local district school boards community colleges municipalities or other public agencies or authorities which may desire to purchase under the terms and conditions of the contract 14 INSURANCE Contractor shall comply with the insurance requirements set out in the Insurance Exhibit attached hereto and incorporated herein by reference I5 TERMINATION a Pinellas County reserves the right to terminate this contract without cause by giv ng thirty 30 days prior notice to the contractor in writing of the intention to terminate or with cause if at any time the contractor fails to fulfill or abide by any of the terms or conditions specified Page 5 of 43 b Failure of the contractor to comply with any of the provisions of this contract shall be considered a material breach of contract and shall be cause for immediate termination of the contract at the discretion of Pinellas County c In addition to all other legal remedies available to Pinellas County Pinellas County reserves the right to terminate and obtain from another source any items services which have not been delivered within the period of time stated in proposal or if no such time is stated within a reasonable period of time from the date of order as determined by Pinellas County d The Agreement is not a general obligation of the County It is understood that neither this Agreeme
65. ified self insurer and Canadian Accident Fund ACORD 101 2008 01 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered marks of ACORD PHILIPS Philips Electronics North America Corporation 3000 Minuteman Road Andover MA 01810 Subject Memorandum of Insurance We have changed how we respond to customer requests for information about our insurance program We now offer an online Memorandum of Insurance MOI which can be viewed and printed any time you need this information This Memorandum not only provides you with more timely information but it also helps to reduce the paperwork involved for all parties to the transaction As of 12 31 08 you may obtain information about our insurance coverage from the Memorandum of Insurance MOT on the website address listed below Please retain this website address so that you can refer to it whenever you need information about our insurance program Please note that the website address is case sensitive Memorandum of Insurance Web Address http www marsh com moi client 4582 Do not include the http start with www es This online service is provided through our insurance broker Marsh You will be asked to read and agree to the terms and conditions of service from Marsh prior to printing or viewing our Memorandum of Insurance Should you have any questions the contact person listed on the Memorandum website is available to
66. igurations of A03 BOL B02 B04 B06 B10 C03 COS C06 at the discount extended to Pinellas County Approval for the one for one trade for either or both Philips and Physio equipment has been granted based on the County s intent to replace its current install base units with new units over the term of the purchase agreement This trade in is valid for the term of the Agreement Page 16 of 43 PHILIPS BY OPERATING THIS PRODUCT AND USING THE LICENSED SOFTWARE YOU AGREE TO ALL THE TERMS OF THIS LICENSE AGREEMENT AND LIMITATION OF REMEDY PROVISIONS IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE AGREEMENT RETURN THE LICENSED SOFTWARE TO THE SELLER FOR A FULL REFUND EXHIBIT 3 SOFTWARE LICENSE TERMS Rev H The Philips proprietary computer software package Licensed Software installed on your system is licensed and not sold to you the Customer by Philips Healthcare a division of Philips Electronics North America Corporation Philips whose principal place of business is 3000 Minuteman Road Andover Massachusetts 01810 U S A for your use in accordance with this Agreement 1 License Grant 1 1 Subject to any usage limitations for the Licensed Software set forth on the product description of the quotation Philips grants to end user customer a nonexclusive and non transferable right and license to use the computer software package Licensed Software in accordance with the terms of the quotation The Li
67. ips interoperability mapping engine product with a different interoperability engine product In the case of a planned upgrade of the System that involves modifications to the interface specifications Philips requires that detailed technical information on such modifications be made available to Philips at least ninety 90 days in advance of the planned upgrade In such a case Philips shall work with the third party to understand changes in interface specifications and format and may modify and upgrade the System to support such new interface specifications at a schedule and additional cost to be mutually approved by Philips and the Customer The Customer shall pay the cost of any additional work required to implement and support the new interface specifications at Philips then current standard labor and material rates for such Service 4 SOFTWARE UPDATES UPGRADES AND FIXES If a software upgrade update or fix is available for the System is included in the Agreement and the requirements of the Agreement are satisfied then Philips will update or upgrade the System application software during the term of the Agreement as follows 4 1 Philips will provide Software updates and upgrades consisting of revisions to and new versions of Software for existing applications Third party software including but not limited to operating system licenses database software licenses client access licenses and anti virus software is not included Hardware update
68. l be offered on the internal and detachable battery Philips Healthcare Revision 10 09 13 Page 43 of 43 gt e DATE MM DD Y Y YY ACORD CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER S AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER IMPORTANT f the certificate holder is an ADDITIONAL INSURED the policy ies must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement s aran USA ars Inc et aco eta 1166 Avenue of the Americas Ne Ne New York NY 10036 E MAIL s Attn NewYork certs Marsh com Fax 212 948 0500 ADDRESS _ e S INSURER S A AFFORDING COVERAGE 705401 CTAPP XS 14 15 INSURER A o HOM Gerling America insurance Company m INSURED Safety National Casualty Corp Philips Electronics North America INSURERB Si cou VV Sess Pupce PS Corporation INSURERC 3000 Minuteman Road MS 5301 SURER D Andover MA 01810 INSURER D 0 us E e rcgem A LCS EOS INSURERE _ INSURER F COVERAGES CERTIFICATE NU
69. less if Parts coverage is included or not included in the Service Agreement Customer acknowledges and agrees that all parts furnished pursuant this Agreement will only be used in the maintenance service and repair of the Patient Care Equipment at the Patient Care Equipment Site Customer may not resell or exchange such parts with any third party Unless Priority Parts Delivery is included in the Services Agreement all replacement parts ordered under the this Services Exhibit will be shipped using Philips standard shipping priority prepaid subject to availability Other freight arrangements will be at Customer s request and expense Philips may use refurbished components in the repair of the Patient Care Equipment the refurbished components shall be subject to the same inspection and quality control procedures as all other materials used in the manufacture of the Patient Care Equipment and shall be warranted to the same extent that a non refurbished component is warranted 4 4 Exchange Unit If a replaced part is a recyclable or exchange part as indicated on Philips published price book then Customer must return to Philips the failed recyclable or exchange part for which the replacement part was furnished within seven 7 days of shipment of the replacement part If the failed part is not returned to Philips in the time stated Customer will pay Philips in addition to any other amounts due Philips Philips published list price for such parts plus freig
70. licies required to be provided by the subcontractor except workers compensation and professional liability 5 provide walver of subrogation in favor of the County and other insurance terms and or conditions as outlined below 6 assign all warranties directly to the County and 7 identify the County as an intended third party beneficiary of the subcontract Bidder shall make available to each proposed subcontractor prior to the execution of the subcontract copies of the Contract Documents to which the subcontractor will be bound by this Section C and identify to the subcontractor any terms and conditions of the proposed subcontract which may be at variance with the Contract Documents h Each insurance policy and or certificate shall include the following terms and or conditions 1 The Named insured on the Certificate of Insurance and insurance policy must match the entity s name that responded to the solicitation and or is signing the agreement with the County If Bidder is a Joint Venture per Section A titled Joint Venture of this Bid Certificate of Insurance and Named Insured must show Joint Venture Legal Entity name and the Joint Venture must comply with the requirements of Section C with regard to limits terms and conditions including completed operations coverage 2 Companies issuing the insurance policy or policies shall have no recourse against County for payment of premiums or assessments for any deductibles which all are at the
71. lined in Exhibit 1 this Agreement and all subsequent official documents that form the Contract Documents for this Agreement 2 TERM OF AGREEMENT TERM EXTENSION Services performed pursuant to this Agreement shall commence upon execution of this Agreement and continue for a period of thirty six 36 months unless canceled or terminated as provided herein The Agreement may be extended subject to written notice of agreement from the County and Contractor for two 2 additional twelve month s period beyond the primary contract period The extension shall be exercised only if 1 all terms and conditions remain the same 2 approval is granted by the County Administrator or Director of Purchasing and 3 any price increase or decrease is approved in writing by both Parties 3 AMENDMENT OF THE AGREEMENT This Agreement may be amended only by mutual written agreement of the Parties Page 1 of 43 4 ASSIGNMENT SUBCONTRACTING The Contractor shall provide the Services required by this Agreement No assignment or subcontracting shall be allowed without the prior written consent of the County In the event of a corporate acquisition and or merger the Contractor shall provide written notice to the County within thirty 30 business days of Contractor s notice of such action or upon the occurrence of said action whichever occurs first In that event the County may terminate this Agreement in those instances in which a corporate acquisition and
72. lips only under the terms and conditions described below and on any exhibits and attachments each of which are hereby incorporated the Agreement EXCLUSIONS The Services do not include 2 1 Servicing or replacing components of the system other than those systems or components listed in the Exhibits the System that is at the listed location Site 2 2 Servicing System if contaminated with blood or other potentially infectious substances 2 3 Any service necessary due to i a design specification or instruction provided by Customer or Customer representative ii the failure of anyone to comply with Philips written instructions or recommendations iii any combining of the System with other manufacturers product or software other than those recommended by Philips iv any alteration or improper storage handling use or maintenance of the System by anyone other than Philips subcontractor or Philips v damage caused by an external source regardless of nature vi any removal or relocation of the System or vii neglect or misuse of the System 2 4 Any cost of materials supplies parts or labor supplied by any party other than Philips or Philips subcontractors During the term of this Agreement Customer will 3 1 Ensure that the Site is maintained in a clean and sanitary condition and that the System product or part is decontaminated prior to service shipping or trade in as per the Instructions in the User manual
73. mer does not have a trained biomedical engineer who meets Philips requirements then Customer shall purchase the optional Biomedical Engineer BMET Training course 4 1 3 If Customer cannot resolve the Patient Care Equipment problem and requires on site assistance of Philips then Philips will provide such on site service at Philips then current standard rates for demand service plus applicable travel charges per service visit unless Second Response coverage is included in the Service Agreement 4 2 Biomed Assist Services If Biomed Assist Services coverage is included in the Service Agreement then Customer will ensure that any Patient Care Equipment not covered by Biomed Assist Services is covered under a Support Parts Agreement a separate Philips service agreement or Philips standard warranty If such Support Parts Agreement service agreement or warranty expires during the term of the Agreement then all Patient Care Equipment covered under such expiring agreement or warranty must be added to the existing Biomed Assist Services coverage or a new Philips service agreement 4 3 Parts If Parts coverage is included in the Service Agreement then subject to the terms and conditions of this Agreement the cost of parts used in corrective maintenance of the Patient Care Equipment at the Patient Care Equipment Site is included in this Agreement Philips may reject any Customer requests for parts that is not for the Equipment The following applies regard
74. nt nor any representation by any County employee or officer creates any obligation to appropriate or make monies available for the purpose of the Agreement beyond the fiscal year in which this Agreement is executed No liability shall be incurred by the County or any department beyond the monies budgeted and available for this purpose If funds are not appropriated by the County for any or all of this Agreement for a new fiscal period the County shall not be obligated to pay any sums provided pursuant to this Agreement beyond the portion for which funds are appropriated The County agrees to promptly notify Contractor in writing of such failure of appropriation and upon such notice this Agreement shall terminate on the last day of the current fiscal period without penalty to the County 16 ASSIGNMENT SUBCONTRACT ING CORPORATE ACQUISITIONS AND OR MERGERS The Contractor shall perform this contract No assignment or subcontracting shall be allowed without prior written consent of the County In the event of a corporate acquisition and or merger the Contractor shall provide written notice to the County within thirty 30 business days of Contractor s notice of such action or upon the oceurrence of said action whichever occurs first The right to terminate this contract which shall not be unreason ably exercised by the County shall include but not be limited to instances in which a corporate acquisition and or merger represent a conflict of in
75. nts from all third party damages suits actions or claims including reasonable attorney s fees incurred by the County brought on account of any personal injuries as used herein personal injuries refers to bodily injuries as well as other types of injuries or damages categorized as personal injuries in insurance or other trade usage or damages to tangible property up to the cost to repair or replace such damaged property to the extent caused by the negligent acts or omissions or misconduct of Contractor Ifa complaint alleges facts that would support a claim of negligence against Contractor then Contractor will defend such claim to the extent of Contractor s claimed negligence even if the allegations are subsequently determined to have no merit or Contractor ultimately is not obligated to indemnify County However Contractor s obligation to defend will terminate when the allegations are determined by final order in the proceeding settlement or agreement which agreement will not be unreasonably withheld of the County either to have no merit or that Contractor is not obligated to indemnify County Contractor agrees to indemnify the County and hold it harmless from and against all claims liability loss damage or expense including reasonable counsel fees arising from or by reason of any actual or claimed trademark patent or copyright infringement or litigation based thereon with respect to the goods or any part thereof covered by this Ag
76. nts in the Licensed Software End user customer shall disclose them to Philips and Philips shall have a non exclusive royalty free license to use and to sub license them 2 2 The Licensed Software is licensed to End user customer on the basis that a End user customer shall maintain the configuration of the products as they were originally designed and manufactured and b the product includes only those subsystems and components certified by Philips The Licensed Software may not perform as intended on systems modified by other than Philips or its authorized agents or on systems which include subsystems or components not certified by Philips Philips does not assume any responsibility or liability with respect to unauthorized modification or substitution of subsystems or components 3 Limitation of Liability See Section 8 of the Agreement Page 17 of 43 PHILIPS 4 DISCLAIMER IN NO EVENT SHALL PHILIPS OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT PUNITIVE INCIDENTAL CONSEQUENTIAL OR SPECIAL DAMAGES INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS BUSINESS INTERRUPTION LOSS OF DATA OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES WHETHER ARISING FROM BREACH OF CONTRACT BREACH OF WARRANTY NEGLIGENCE INDEMNITY STRICT LIABILITY OR OTHER TORT Page 18 of 43 145 0099 SS RG Page 1 of 3 EXHIBIT 4 INSURANCE REQUIREMENTS ae Notice The Contractor Vendor must provide a certificate of insurance and endorsement in accordance wi
77. o000 45 00 110 00 M3536A B10 B10 MRx Event Sum Bluetooth 2 12200 45 00 1 167 1 536A B11 B B14 Audio Recording 1 030 00 6A 536A_B18 536A C01 C01 Water Resistant Paddes 1 1 1 1 710 00 COS Lithium lon Batey 3 41500 536A C06 536A C07 CO7 Barrel Style Cabe 000 45 009 0 6 C10 5 5 Grabber ECG Lead Sets 000 45 0 0 00 536A C11 C11 Long 2 7m ECG Trunk Cabe 3 000 45 00 0 00 6 C16 Shielded 12Ld ECG Cble Set 3 8300 45 00 45 65 1111 861289 M3536A C22 1 1 1 C22BKhardcase detpouch 1 000 45 00 0 00 11 861289 M3536A DOT 01 Wireless Link Generic 1 4995 00 45 00 2 747 25 po 1121701229 M3536A D02 D02WkelessLinkVerzon 1 499500 45 00 2 747 25 p89 M3536A D03 DO3 Wireless Link AT amp T amp 1 499500 45 00 2747 25 AA 1 591289 M3536A LP1 LPt Userinstrucions Guide 1 000 4500 0 00 II 1861289 M3536A LP2 LP2 UserTraming Video O 2700 45 00 861289 M3536A LPK PK Label for AED emphasis 3 0 001 BA SM1 Service Manual 1 1 1 45 00 0 M3536A SMI __ 79 00 4500 43 45 M3536A SM3 SM3 Serve Training Video 1 2700 45 00 3536A STDADAPTER M3508A Standard Pad Cabe
78. on the Covered Equipment at scheduled intervals Philips may perform Planned Maintenance activities at the Philips repair facility for certain Patient Care Equipment If loaner equipment is included in the Service Agreement and provided to Customer then Customer will execute a loaner agreement to document its responsibility for any loss or damage to such equipment while in Customer s possession All terms and conditions of the Service Agreement and this Services Exhibit will apply to the loaner equipment 4 CUSTOMER RESPONSIBILITIES 4 1 Support Parts Agreement 4 1 1 Ensure that all Patient Care Equipment of the same model number at the Patient Care Equipment Site is covered by the same Support Parts Agreement program a separate Philips service agreement except Biomed Assist Services or Philips standard warranty If such service agreement or warranty expires during the term of the Service Agreement then all equipment of the same model as the Patient Care Equipment must be added to the existing Support Parts Agreement program except Biomed Assist Services or a new Philips service agreement that includes a Support Parts Agreement 4 1 2 Designate and train a biomedical engineer and an altemate who will serve as Philips primary support contacts Such individuals must be familiar with all aspects of biomedical training provided by Philips In addition the biomedical engineer shall maintain the integrity of the Patient Care Equipment If the Custo
79. or merger results in a conflict of interest or a violation of any local state or federal law 5 COMPENSATION County shall pay Contractor upon Contractor s completion of and County s acceptance of the services required herein as specified Schedule 1 Acceptance is defined as receipt of the EKG Monitoring Equipment Each unit is a stand alone device that does not require installment payments or special system setup to be functional Payment shall be 1 due 45 days after acceptance and 2 made in arrears in accordance with Fla Stat 2 1 8 70 et seq the Local Government Prompt Payment Act The County shall have no obligation to pay any amount to Philips in excess of the price of the County s selected Service Program shown on Schedule 1 for services performed pursuant to this Agreement The Parties agree that if Services become necessary due to intentional willful or malicious damage to a product Contractor will only be obligated to perform those Services pursuant to a written amendment for additional Services establishing the mutually agreed scope and compensation The Parties agree any increase in this sum will be by mutual written amendment It is acknowledged and agreed by Philips that this compensation constitutes a limitation upon County s obligation to compensate Philips for the Services required by this Agreement but does not constitute a limitation upon Philip s obligation to perform all the Services required by this Ag
80. ost or altered files data or programs For an additional charge based upon published labor and material rates Philips will offer services on a commercially reasonable efforts basis to reconstruct data 4 10Intermediate Resolutions Customer shall implement any intermediate System resolutions or workarounds that Philips requests while seeking a long term System resolution 5 SERVICE LIMITIONS 5 1 Software Restoration If the Software fails and the supported application Software requires restoration then Philips will reinstall the application Software database Software and operating system to the revision level that existed prior to the malfunction or failure and Philips will attempt to reinstall the customer created data backup If the customer created data backup cannot be used to re install any data to the System the customer will hold sole responsibility for the loss of data Custom or third party Software custom database configurations or reports and Customer written product interfaces are not included If a system failure is attributed to Hardware not supported under the Agreement the Customer shali restore the Software operating system and database Software before Philips begins any Software restoration efforts Philips may offer for an additional charge based upon published labor and material rates Hardware support and Software restoration Services 5 2 Anti Virus Statement Philips Software is a computer based medical product and t
81. port Parts If the Agreement includes Support Parts then Philips will provide the technical and clinical phone support and parts for corrective services for System hardware covered under this Exhibit Unless otherwise specified parts will be shipped via priority delivery 2 Exchange If the Agreement includes Exchange coverage then Philips will provide technical and clinical phone support and determine whether corrective maintenance for particular System components will include System exchange instead of parts Defective broken or otherwise replaced components will become Philips property and will be promptly removed from the System Site Unless otherwise specified exchange Systems will be shipped via priority delivery 3 Bench If the Agreement includes Bench coverage then Philips will provide the technical and clinical phone support and determine whether corrective maintenance for particular bench repairs instead of parts or System exchange Defective broken or otherwise replaced components will become Philips property Unless otherwise specified bench repairs will be return shipped via priority delivery Customer shall ship the System to Philips in accordance with Philips shipping instructions Page 1 REV 1 1 2012 09 07 Page 33 of 43 Schedule 1 US SERVICE AGREEMENTS POST WARRANTY HEARTSTART MRx M3536A AGREEMENT DESCRIPTION NET TYPE PRICE BENCH REPAIR AND PERFORMANCE ASSURANCE 890416 B01 A09 Bench Repair per device pe
82. r year 1 year and purchased at point of 5 534 85 equipment sale ip ip 890416 B01 A10 Bench Repair per device per year 2 years and purchased at point of 10 506 70 equipment sale 890416 BO1 A11 Bench Repair per device per year 3 years and purchased at point of 1596 478 55 equipment sale 890416 B01 A12 Bench Repair per device per year 4 years and purchased at point of 22 439 14 equipment sale 890416 A08 Performance Assurance Optional service in addition to an Onsite or 5 332 50 890416 A08 Performance Assurance Optional service in addition to an Onsite or Bench agreement Per device per year 2 years and purchased at point of 109 ipment sale 315 00 890416 A08 297 50 890416 A08 Performance Assurance Optional service in addition to an Onsite or Bench agreement Per device per year 4 6 years and purchased at point uipment sale 273 00 Jan 3 2014 Rev 1 1 3 13 Page 34 of 43 1 PHILIPS SCHEDULE 1 WARRANTY AND CLASSIFICATION TABLE PHILIPS PRODUCT WARRANTY Patient Care and Clinical Informatics PCCI Products This product warranty document is an addition to the terms and conditions set forth in the quotation to which this warranty document is attached and applies to the Patient Care and Clinical Informatics Products listed on the quotation hereinafter PCCI Products This warranty does not apply to replacement parts The terms and conditions of the quotation are incorporate
83. rance requirements to CertsOnly Portland ebix com If certificate received with bid was a compliant certificate no further action may be necessary It is imperative that bidder include the unique identifier which will be supplied by the County s Purchasing Department The Certificate s of Insurance shall be signed by authorized representatives of the insurance companies shown on the Certificate s A copy of the endorsement s referenced in paragraph d for Additional Insured shall be attached to the certificate s referenced in this paragraph c No work shall commence at any project site unless and until the required Certificate s of Insurance are received and approved by the County Approval by the County of any Certificate s of Insurance does not constitute verification by the County that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate s of Insurance is in compliance with the requirements of the Agreement County reserves the right to require a certified copy of the entire insurance policy including endorsement s at any time during the Bid and or contract period d All policies providing liability coverage s other than professional liability and workers compensation policies obtained by the Bidder and any subcontractors to meet the requirements of the Agreement shall be endorsed to include Pinellas County Board of County Commissioners as an Additional Insured e If any insurance provided
84. reement Term extensions will allow for price adjustments increase or decrease in an amount not to exceed three percent 3 in any subsequent renewal term It is the Contractor s responsibility to request any pricing adjustment increase under this provision For any adjustment to commence on the first day of any exercised extension period the Contractor s request for adjustment increase should be submitted at time of the extension request from the County If no adjustment request is received from the Contractor the County will assume the Contractor has agreed that the extension term may be exercised without an upward pricing adjustment Any increase adjustment request received after the commencement of a new extension period may not be considered Page 2 of 43 6 RELATIONSHIP OF PARTIES The Contractor is and shall remain an independent contractor and is neither agent employee partner nor joint venturer of County 7 AUDIT The Contractor shall retain all records relating to this Agreement for a period of at least three 3 years after final payment is made All records shall be kept in such a way as will permit their inspection pursuant to Chapter 119 Florida Statutes In addition Pinellas County reserves the right to audit such records pursuant to Pinellas County Code Section 2 156 through 2 176 8 INDEMNIFICATION Contractor agrees to indemnify defend and hold harmless the County its officers employees and age
85. reement provided County i provides Contractor prompt written notice of the claim 11 grants Contractor full and complete information and assistance necessary for Contractor to defend settle or void the claim and iii gives Contractor sole control of the defense or settlement of the claim Page 3 of 43 In the event a Contractor s product is found to or believed by Contractor to infringe such a claim or b County has been enjoined from using the Contractor s product pursuant to an injunction issued by a court of competent jurisdiction Contractor may at its sole option i procure the right for the County to use the product ii replace or modify the product to avoid infringement or iii refund to County the product purchase price upon the return of the original product Such obligation shall survive acceptance of the goods and payment thereof by the County Contractor s liability for claims other than personal injury or property damage is capped at 5 000 000 9 GOVERNING LAW The laws of the State of Florida shall govern this Agreement 10 COMPLIANCE WITH LAWS Contractor shall comply with all applicable federal state in the performance of its obligations under this Agreement including the procurement of permits licenses and certificates where required and including but not limited to laws related to Workers Compensation occupational safety and health and the environment equal employment opportunity priva
86. s access to the System 3 3 Philips Internet based Customer Support Tools Philips will provide one 1 seat license to Philips web based support tool for the System s covered under the Service Agreement 3 4 On Site Labor and Travel Philips will provide the labor and travel necessary for the delivery of corrective maintenance Services during on site Service Coverage hours On site service coverage hours are Monday to Friday 8 00 am to 5 00 pm excluding holidays Page 1 REV 1 1 2012 09 07 Page 30 of 43 PHILIPS 3 5 Extended Coverage Hours Extended coverage hours for on site labor coverage is seven 7 days per week twenty four 24 hours per day including Philips holidays 3 6 Overtime On Site Labor and Travel f extended coverage hours are not included then overtime on site labor will be billed at a preferred rate 3 7 Parts and Priority Delivery of Parts Philips will provide the parts for corrective maintenance services Priority Delivery of parts is next business day delivery for parts ordered prior to 3 00 PM Eastern 3 8 Planned Maintenance If Planned Maintenance Service is included in the agreement then Philips will provide Customer a planned maintenance schedule for the Covered Equipment Philips will provide such planned maintenance during the Service Coverage hours at a mutually agreed upon time Customer will make the Covered Equipment available in accordance with this schedule Philips will provide planned maintenance
87. s and upgrades are not included Customer has no right to updates and upgrades that are released before the start date of the Agreement If the Agreement expires after Philips notifies Customer than an Page 1 REV 1 1 2012 09 07 Page 26 of 43 PHILIPS update or upgrade is available then the Customer is entitled to receive the offered update or upgrade for three 3 months following such termination 4 1 1 Functionality Customer is entitled to additional functionality or options previously purchased or bundled with the software if available in the update or upgrade released on or after the start date of the Agreement Customer may purchase new separately licensed functionality or options for the System separately after the start date of the Agreement Customer acknowledges that certain functionality in current and previous software versions may not be available in upgrades 4 1 2 Hardware updates and upgrades Software updates and upgrades may require hardware updates or upgrades Customer is responsible for any such hardware updates or updates Upgrade installation and clinical support of the installation are subject to the terms of this Agreement 4 2 To receive an upgrade 4 2 1 Customer must be in compliance with all terms and conditions of this Exhibit and the Agreement including the availability of Philips remote service capability and access to the System by Philips personnel 4 2 2 Customer must identify one Customer represent
88. s and warrants that Philips its employees and subcontractors are neither debarred excluded suspended or otherwise ineligible to participate in a federal health care program nor have they been convicted of any health care related crime for the products and services provided under this Agreement an Excluded Provider Philips shall promptly notify Customer if it becomes aware that Philips or any of its employees or subcontractors providing the Services becomes an Excluded Provider whereupon Customer may terminate this order by express written notice for services not yet rendered SOLICITATION OF PHILIPS EMPLOYEES For the duration of this Agreement and for one year following the expiration or termination of this Agreement Customer and its affiliates will not directly or indirectly solicit any employee of Philips or its affiliates engaged in providing the services Page 24 of 43 24 25 26 stomer s obligation to pay any money due to Philips under this Agreement survives expiration or termination of this Agreement except in the event of a termination due to an appropriations failure All of the parties rights privileges and remedies with respect to this Agreement will continue in full force and effect after the end of this Agreement A party s failure to enforce any provision of this Agreement is not a waiver of that provision or of such party s right to later enforce each and every provision If any part of this Agreement is found
89. sole responsibility and risk of Contractor 3 The term County or Pinellas County shall include ail Authorities Boards Bureaus Commissions Divisions Departments and Constitutional offices of County and individual members employees thereof in their official capacities and or while acting on behalf of Pinellas County 4 The policy clause Other Insurance shall not apply to any insurance coverage currently held by County or any such future coverage or to County s Self insured Retentions of whatever nature 5 All policies shall be written on a primary non contributory basis 6 Any Certificate s of Insurance evidencing coverage provided by a leasing company for either workers compensation or commercial general liability shall have a list of covered employees certified by the leasing company attached to the Certificate s of Insurance The County shall have the right but not the obligation to determine that the Bidder is only using employees named on such list to perform work for the County Should employees not named be utilized by Bidder the County at its option may stop work without penalty to the County until proof of coverage or removal of the employee by the contractor occurs or alternatively find the Bidder to be in default and take such other protective measures as necessary 7 Insurance policies other than Professional Liability shall include waivers of subrogation in favor of Pinellas County from both the Bidder and s
90. stration service from Philips B Remote Access The Customer shall provide Philips with remote access to the PCCI Product as per the Products Specifications and shall notify Philips of any changes to remote access connection procedures Customer must also provide Philips with the network and local machine access privileges necessary to perform the warranty services In the event that the Customer prohibits Philips from remotely accessing the PCCI Product and Philips unnecessarily sends a field service engineer to the PCCI Product site the Customer will be charged for the services rendered based upon Philips then current standard labor and material rates C Security Philips has taken commercially reasonable steps to ensure that all software is free from computer viruses intentional or unintentional that disable harm or otherwise disrupt computer systems or networks Philips accepts no liability in respect to any loss cost damage inconvenience or expense suffered as a result of any computer viruses Post installation Customer is solely responsible for providing adequate security to prevent unauthorized access to or use of the PCCI Product including but not limited to access to proprietary and confidential information Page 37 of 43 D Data Reconstruction The Customer is responsible for following the backup processes recommended in the Product Specifications The Customer is responsible for the reconstruction restoration retrieval or re
91. terest or are contrary to any local state or federal laws 17 ADDITIONAL REQUIREMENTS The County reserves the right to request additional services relating to this Agreement from the Contractor When approved by the County as an amendment to this Agreement and authorized in writing the Contractor shall provide such additional requirements as may become necessary Page 6 of 43 18 ADD DELETE LOCATIONS SERVICES The County reserves the right to unilaterally add or delete locations services either collectively or individually at the County s sole option at any time after award has been made as may be deemed necessary or in the best interests of the County In such case the contractor s will be required to provide services to this contract in accordance with the terms conditions and specifications IN WITNESS WHERECF the parties herein have executed this Agreement for ELECTRO CARDIOGRAPH MONITOR DEFIBRILLATORS AND SERVICES PINELLAS COUNTY FLORIDA Philips Healthcare a division of Philips Electronics by and through its Board of County Commissioners Chairman Print name Title Attesting witness name title Cs Attest Deputy Clerk Page 7 of 43 EXHIBIT 1 PRODUCTS AND PRICING Tiered discounting for FRx capital equipment placed via a single purchase order Years 1 3 Initial Term 1 150 FRx AED Devices 50 discount 151 250 FRx AED Devices 52 discount 251 FRx AED Devices 54 discount The three
92. th the insurance requirements listed below Section C prior to recommendation for award Failure to provide the required insurance within a ten 10 day period following the determination or recommendation of lowest responsive responsible bidder may result in the County to vacate the original determination or recommendation and proceed with recommendation to the second lowest responsive responsible bidder The Contracted vendor shall obtain and maintain and require any sub contractors to obtain and maintain at all times during its performance of the Agreement insurance of the types and in the amounts set forth For projects with a Completed Operations exposure Contractor shall maintain coverage and provide evidence of insurance for two 2 years beyond final acceptance All insurance policies shall be from responsible companies duly authorized to do business in the State of Florida and have an AM Best rating of A VIII or better a Bid submittals should include the Bidder s current Certificate s of Insurance in accordance with the insurance requirements listed below If Bidder does not currently meet insurance requirements bidder shall also include verification from their broker or agent that any required insurance not provided at that time of submittal will be in place within 10 days after award recommendation b Within 10 days of contract award and prior to commencement of work Bidder shall email certificate that is compliant with the insu
93. to be invalid the remaining part will be effective Notices or other communications will be in writing and will be deemed served if delivered personally or if sent by facsimile transmission by overnight mail or courier or by certified mail return receipt requested and addressed to the party at the address set forth on the face of this Agreement This Agreement may be executed in one or more counterpart copies each of equal validity that together constitute one and the same instrument Any photocopy or facsimile of this Agreement or any such counterpart is deemed the equivalent of an original and any such facsimiles constitute evidence of the existence of this Agreement The law of the state in which the System is located will govern any interpretation of this Agreement and dispute between Philips and Customer without regard to the principles of choice of law The Agreement including this Schedule 1 constitutes the entire understanding of the parties and supersedes all other agreements written or oral regarding its subject matter No additional terms conditions consent waiver alteration or modification will be binding unless in writing and signed by Philips authorized representative and Customer Additional or different terms and conditions whether stated in a purchase order or other document issued by Customer are rejected and will not apply to the transactions contemplated by this Agreement No prior proposals statements course of de
94. tomer agrees that only authorized officers employees and agents of End user customer will use the Licensed Software or have access to the Licensed Software or to any part thereof and that none of End user customer s officers employees or agents will disclose the Licensed Software or any portion thereof or permit the Licensed Software or any portion thereof to be used by any person or entity other than those entities identified on the quotation End user customer acknowledges that certain of Philips rights may be derived from license agreements with third parties and End user customer agrees to preserve the confidentiality of information provided by Philips under such third party license agreements 1 5 The Licensed Software shall be used only on the product s referenced in the quotation 1 6 End user customer may transfer the Licensed Software in connection with sale of the product to a healthcare provider who accepts all of the terms and conditions of this License provided that End user customer is not in breach or default of this License the Terms and Conditions of Sale or any payment obligation to Philips 2 Modifications 2 1 If End user customer modifies the Licensed Software in any manner all warranties associated with the Licensed Software and the products shall become null and void If End user customer or any of its officers employees or agents should devise any revisions enhancements additions modifications or improveme
95. ubcontractor s The minimum insurance requirements and limits for this Agreement which shall remain in effect throughout its duration and for two 2 years beyond final acceptance for projects with a Completed Operations exposure are as follows 1 Workers Compensation Insurance Limit Florida Statutory Employers Liability Limits Per Employee 100 000 Per Employee Disease 100 000 Policy Limit Disease 500 000 Page 20 of 43 145 0099 SS RG Page 3 of 3 EXHIBIT 4 INSURANCE REQUIREMENTS 2 Commercial General Liability Insurance including but not limited to Independent Contractor Contractual Liability Premises Operations Products Completed Operations and Personal Injury Limits Combined Single Limit Per Occurrence 1 Products Completed Operations Aggregate 1 Personal Injury and Advertising Injury 1 General Aggregate 2 3 Business Automobile or Trucker s Garage Liability Insurance covering owned hired and non owned vehicles If the Bidder does not own any vehicles then evidence of Hired and Non owned coverage is sufficient Coverage shall be on an occurrence basis such insurance to include coverage for loading and unloading hazards unless Bidder can show that this coverage exists under the Commercial General Liability policy Limit Combined Single Limit Per Accident 1 000 000 4 Excess or Umbrella Liability Insurance excess of the primary coverage required in paragraphs 1 2 and 3 a
96. uration etc are outside the scope of this Agreement However if Customer s request then Philips may provide non Philips Software assistance on a time and materials basis at Philips then current time and materials rates as available 9 EXCLUSIONS In addition to the Service Exclusions set forth in the Agreement the following Service Exclusions apply to Services 9 1 Any combining of the System with a non qualified device A non qualified device is 9 1 1 Any product hardware firmware software or cabling not supplied by Philips whether used internal or external to System without Philips approval Examples include software patches security fixes and service packs from the operating system web browser or database software manufacturer s 9 1 2 Any product supplied by Philips that has been modified by the Customer or any third party and 9 1 3 Any product maintained under this Agreement in which the Customer does not allow Philips to incorporate engineering improvements 9 1 4 Any product that has reached its End of Life End of Life means software and or hardware equipment that has surpassed the published end of support life date by the original equipment manufacturer 9 2 Operating system software issues that manifest themselves in non performance of another installed application and affect use or performance of the System 9 3 If the System covered by this Exhibit is software only then notwithstanding anything to
97. ve software issues that cannot be resolved through Philips primary resolution method On site services is next business day Monday through Friday excluding Philips recognized holidays 8 00 AM to 5 00 PM local time and provides for labor and travel necessary for the delivery of corrective Services 2 5 Philips Internet based Customer Support Tools Philips will provide access to Philips web based support tool for the System s covered under the Service Agreement 3 INTERFACE SUPPORT Philips supports the DICOM and HL communication to and from the System as they exist at the System Site at the time of installation In the case of upgrades Philips shall provide the following Software maintenance Services 3 1 Ifthe Philips System interoperability mapping engine or biomedical device is upgraded to the latest version Philips will restore the inbound outbound communication to the pre upgrade condition with like for like parameters If incremental parameters or functionality are available as a result of the upgrade and Customer purchases or chooses to use these parameters or functionality then Customer shall pay the cost of any additional work required to implement and support the new communication capabilities at Philips then current standard labor and material rates for such Service 3 2 Philips interface support does not include the modification of any interface due to interface changes in third party Hardware or Software or replacement of Phil

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