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1. i We statu a os WORKERS conPeveR SER 056 626 00 Wh 06s002 053903 X 5258 71 hemi 558 086 637 CO A2Z LA 06 30 02 65 EACH ACOCANT 5 7 afd aoa THE PROPRIETOR X 538 086 638 00 ASS 06 02 063003 2 5 55 3 5 1 000 PARTNSRS 2ESTVE EPRS AR o E 0 5 8 curcovee S 1 000 000 INE DESCAIPTICN OF OP ERATION SILO CATIONS PENILE SSP EGIL MERI GIRITS MAY BE SUBJECT TC DETIGCTIOLES CR RETEN TIONS P pieni i a fats fone So ee re e ns CANA IAPR gt gt SHOLE ANY OF THE 5 5 25 322 285 20 BE CANCELLED 22 22 WME 5 DATE THERES THE 8 2 APOORSING COVERAGE MILA ENDEAVOR TS MAL GAYS WATTEN OTICS TS THE FOR INFORMATION ON_Y CETTPOATE HOSEI NAMES KARIN BUT FALUAE TO MAL IUCH NOTION SHA MSCI NG OIL OATON OR UARLATY OP ANY EHS 2 THE INSURES AFFCAONOCOVENAS iTS AGENTS OR REPISSENTATIVES MARSA USA INC ay Luann M G aveac baw 5 48252 OU TUTE Tete 5 tee j Eanes gee pie STU A es aie ae eG tte eee ena a 68 D ADDITIONAL INFORMATION PRODUCER MARSH USA INC 216 937 2700 200 PUBLIC S
2. 3 LIMITED WARRANTY Neither Lexi Comp nor Cardinal Health directly or indirectly practice medicine or dispense medical services and as such assume no liability for data contained herein The license assumes full responsibility for the appropriate use of medical information contained in the product and agrees to hold Lexi Comp Cardinal Health and their third party providers harmless from any and all claims or actions arising from licensee s use of the product Cardinal Health Lexi Comp and their third party providers deliver in AS IS CONDITION WITH NO WARRANTY PROVIDED OR ASSUMED this Database the Software and documentation describing them THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES WRITTEN OR ORAL EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE ALL OF WHICH CARDINAL HEALTH AND LEXI COMP DISCLAIM 4 LIMITATION OF LIABILITY IN NO EVENT WILL LEXI COMP CARDINAL HEALTH OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION PRODUCTION PROMOTION OR MARKETING OF THE LICENSED DATABASES BE LIABLE FOR SPECIAL INDIRECT INCIDENTAL RELIANCE OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF DATA OR PROFITS OR FOR INABILITY TO USE THE LICENSED DATABASES TO ANY PARTY EVEN IF LEXI COMP CARDINAL HEALTH OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN NO EVENT SHALL LEXi COMP CARDINAL HEALTH OR SUCH OTHER PARTY S LIABILITY FOR ANY DAMAG
3. Access If Cardinal Health pays a subcontractor more than 10 000 over a twelve 12 month period to perform the Rental Agreement then Cardinal Health shall obligate the subcontractor to permit Access to the Requesting Party Page 3 of 4 Version 04 03 02 Last Updated 04 10 03 MASTER RENTAL TERMS AND CONDITIONS Each person signing this document represents that he she intends to and has the authority to bind his her respective Party to these Master Rental Terms and Conditions Customer Cardinal Health 301 Inc Legal Name gt Mis Y OES DBA San Mateo Medical Center Federal Tax ID if applicable By By ose Jacobs 1bson Printed Name President Board of Supervisors Printed Name L AL PACHECO Title 1 e Title 2 reas SPECIALIST Notice Address Notice Address Street 222 W 39 Avenue 3750 Torrey View Court City State ZIP San Mateo CA 94403 San Diego CA 92130 e E a a a E Ee a TE Cardinal Health Use Only Sales Contract internal use Associate Attachments Cardinal Health Price Catalog dated Applicable Discounts types and s Sold To Customer Bill To Customer Ship To Customer Page 4 of 4 Version 04 03 02 Last Updated 04 10 03 L CardinalHealth Master Support Terms and Conditions Dated April 28 2003 Customer San Mateo Medical Center These Master Support Terms and Conditions shall be incorporated into ard made a par
4. LEADER DRUG STORES INC MAGELLAN PHARMACEUTICAL DEVELOPMENT INC MANAGED PHARMACY BENEFITS INC MEDICAL STRATEGIES INC MEDICINE SHOPPE CAPITAL CORPORATION MEDICINE SHOFPE INTERNATIONAL INC MEDICINE SHOPPE INTERNET INC MEDIQUAL SYSTEMS INC MEDITROL AUTOMATION SYSTEMS INC MEDITROL INC NATIONAL PhARMPAK SERVICES INC NATIONAL SPECIALTY SERVICE INC NORTHERN MICHIGAN SUPPLY ALLIANCE LLC WORK COM EMPL LIAB amp UMBRELLA ONLY OHIO VALLEY CLARKSBURG INC OWEN HEALTHCARE BUILDING INC OWEN HEALTHCARE INS OWEN SKARED SERVICES INC PACIFIC SURGICAL INNOVATIONS INC PACIFIC CRITICARE INC PACKAGING COORDINATORS INC PCY ACQUISITION IM INC PCY SERVICES I PCI SERVICES PCI SERVICES II CE SERVICES INC PCI WEST INC PCI DELYCO INC PCI TRI LINE USA INC PHARMACY AUTOMATED SYSTEMS INC PRARMACY OPERATIONS OF NY INC PHARMACY OPERATIONS INC PHILLIPY HOLDINGS INC PER STAFFING INC PINNACLE INTELLECTUAL PROPERTY SERVICES INTERNATIONAL IVC PINNACLE INTELLECTUAL PROPERTY SERVICES INC PROCEDURE BASED INSTRUMENT SERVICES LLC 0 B A OPEX PYXIS CAPITAL CORPORATION PYXIS CORPORATION PYXIS HEALTMCARE SYSTEMS CANADA RANSDELL SURGICAL INC R P SCHERER CANADA INC R P SCHERER CORPORATION RP SCHERER TECHNOLOGIES INC R P SCHERER INC R P SCHERER WEST REDKEY INC RPS TECHNICAL SERVICES INC SCRIPTLINE INC SIRS ONSITS N
5. CardinalHealth Offer Date April 28 2003 Date of this Implementation Schedule April 28 2003 This Implementation Schedule applies to the Pyxis Products identified In the Rental Agreement or Purchase Agreement identified by date above Agreement Cardinal Health and the Customer shall use their best efforts to complete each Activity described below on or before the Completion Date stated for that Activity If an Exception is stated below for one or more Pyxis Products for a particular Activity then the Description of the Exception shall apply to the identified Pyxis Productts for the particular Activity only Capitalized terms in this Implementation Schedule shall have the same meaning as used in the Agreement tf Customer fails to provide access or otherwise permit Cardinal Health to conduct an Implementation Activity then Cardinal Health may re schedule the activity and upon invoice Customer shall reimburse Cardinal Health for expenses incurred to re schedule the activity Completion Date Customer Prepared for Installation Customer shalt complete all tasks required of Customer to the August 1 2003 re System plang Section of the Agreement Delivery of Pyxis Products Cardinal Heaith shall complete delivery oi tne Pyxis s Broduc s Cardinal Health August 15 2003 shall provide one day advance notice of the anticipated delivery time Exceptions Customer shall prepare Cus
6. Upon mutual agreement that return or destruction of PHI is infeasible Cardinal Health shall extend the protections of the Business Associate Provisions to such PHI and limit further uses and disclosures of such PHI to those purposes that make the retum or destruction infeasible for so long Cardinal Health maintains the PHI 39 Specific Indemnification Cardinal Health shall indemnify and hold Customer harmless from and shall defend Customer against any claims by a third partv against Customer for losses injuries or damages including reasonable attorney fees Damages caused by conduct of Cardinal Health Cardinal Health s agents or Cardinal Health s subcontractors in violation of the Business Associate Provisions This indemnification obligation is not subject to any limitation in the Support Agreement 40 Maintenance of the Security of Electronic Information Commencing on the compliance date applicable to Customer for the security regulations codified at Title 45 Code of Federal Regulations Parts 160 162 and 164 the Security Rule Cardinal Health shall use security measures consistent with the obligations created by the Security Rule to safeguard electronic PHI that Cardinal Health transmits or maintains 41 Conformance with Modification of HIPAA or Privacy Rule If an amendment to or modification of HIPAA or its implementing regulations including the Privacy Rule requires modification of the Business Associate
7. date s 1 IV Dectaration declare under penalty of perjury under the laws ofth true and cores aws ofl the Stat mia th correct and that am Fized to bind this enti sah Califor at the foregoing NA Signature fos ue i Name Please prin Dk 1 4144 uella a hans Title PAGE 22 RCVD AT 5512009 ate Dayight Te SVR DNS 79 CS DURATION imss 01 24 AL HEALTH IAG ee wy JUN 13 2003 20 CARD Marsh USA Inc eer R Pf Pa 306 5 MDs hte ee nog lt te ly 5 eee See MARSEUSRING en ai a 2 gt CERTIFICATE OFINSURANCEN e Seist wee Tm t 3 Doniini fol r TP rer mhon ai CEN TRI u o ae ae eer en Dane Ee Let PRODUCER THIS CERTIBIOATE IS ISSUED AS MATTER OF IFORMATICN ONLY AND CONFERS MARSH USA INC NC RIGNTS UPON YHE CERTIFICATE HOLDER OHER THAN THOSE PROVIDED N THE 216 027 1700 POLICY THIS CERTIFICATE OCES NOT AMEND EXTEND OR ALTER THE COVERAGE 260 PUBLIC SQUARE AFFORDED 2 THE POLICES CESCRIBED HEREN CLEVELAND OH 44114 1626 COMPANIES AFFORDING COVERAGE COVE ANY ONLY NIA MSURED CMP ANY CARDINAL HEALTH INC ETAL B SEE ADDITIONAL PASS 000 CARDINAL PLACE COMPANY DUBL
8. of Cardinal Health s performance of the Support Agreement maintain a Designated Record Set as that term is defined by 45 C F R 164 501 for Customer regarding any individual 36 De identification of PHI Cardinal Health may de identify PHI pursuant to 45 C F R 164 514 and use the de identified information internally solely for the purpose of testing the functioning of Cardinal Health s products 37 Right to Terminate for Material Breach Customer may terminate the Support Agreement and one or more of the Support Agreement if Cardinal Health violates a material term of the Business Associate Provisions Customer may exercise this right by providing written notice to Cardinal Health that states the basis for the termination The termination of the Support Agreement pursuant to this Section shall have no effect upon any right or obligation created by any other written agreement between Cardinal Health and Customer 38 Return or Destruction of PHI Upon termination of the Support Agreement for any reason Cardinal Health shall return or destroy all PHI This provision shall apply to all PHI in the possession of subcontractors or agents of Cardinal Health Cardinal Health shall retain ne copies of the Protected Health Information If Cardinal Health determines that returning or destroying the PHI is infeasible then Cardinal Health shall provide to Customer notification of the conditions that make return or destruction infeasible
9. require Customer Page 2 of Version 04 03 02 Las Updated 04 10 03 MASTER RENTAL TERMS AND CONDITIONS to make the Pyxis Products available for repossession by Cardinal Health at a reasonably convenient location 18 Absence of Defenses to Payment Customer s obligation to pay Monthly Rental Fees is unconditional and non cancelable Customer shal not be entitled to any abatement or reduction of Monthly Rental Fees for any reason Customer shal make Monthly Rental payments when due regardless of any existing or future setoff or claim that might be asserted by Customer If Cardinal Health s assignee commences an action to collect any amount due pursuant to the Rental Agreement then Customer shail not assert any setoff or counterclaim against Cardinal Health s assignee 19 Return of Pyxis Products At the conclusion of the Rental Term for any Pyxis Product Customer shall at Customer s expense promptly and properly crate and ship the Pyxis Product to Cardinal Health 20 Removal of Customer Property If Customer is required to relinquish possession of a Pyxis Product to Cardinal Health for any reason pursuant to the Rental Agreement then Customer shall without damaging the Pyxis Product promptly remove all medications data and Customer s property from the Pyxis Product 21 Governing Law The Rental Agreement shall be governed by the laws of the state of the Customer s initial Notice Address below without regard
10. PARTY TO THIS ADDENDUM CUSTOMER CARDINAL HEALTH 301 INC Legal Name San Mateo Medical Center Signature Signature 7 Print Name Rose Jacobs Gibson Print Name AL PACHECO _ President Board of Supervisors CONTRACT SPECIALIST Title San Mateo County 75 Title Date Date _ CMe ES Page 1 of 1 Version 8 1 01 Last Updated 12 03 02 CardinalHealth Addendum to Purchase or Rental Agreement Dated 4 28 03 Mail to Cardinal Health 3750 Torey View Court San Diego CA 92130 Attn Contracts Department The parties wish to add the terms included in this Addendum to Rental or Purchase Agreement Addendum to the Rental or Purchase Agreement the Agreement as if the Addendum had been signed simultaneously with the Agreement Thus for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged the parties agree that the following terms were and are hereby added to the Agreement as of the effective date of the Agreement regardless of the date on which this Addendum is signec by the parties We use the words you and your to mean the Customer indicated below 1 OWNERSHIP The Lexi Comp Licensed Databases identified or included in your Purchase Agreement or Rental Agreement or any Supplement thereto are the sole and exclusive property of Lexi Comp Inc Lexi Comp or its parents subsidiaries affiliates or designees or its suppliers By paying the
11. as a business associate imposed by the Health Insurance Portability and Accountability Act of 1996 HIPAA and the Standards for Privacy of Individuallv Identifiable Health Information at 45 C F R part 160 and part 164 subparts A and E Privacy Rule 28 Permitted Uses and Disclosures of PHI Cardinal Health shall not use or further disclose PHI other than as permitted or required by the Business Associate Provisions or as Required By Law as that phrase is defined in 45 C F R 164 103 Except as otherwise limited in the Business Associate Provisions Cardinal Health may use or disclose PHI to perform functions activities or services for on behalf of Customer pursuant to the Support Agreement provided that such use or disclosure would not violate the Privacy Rule if done by Customer 29 Protection of PHI Cardinal Health shall use appropriate safeguards to prevent use or disclosure of the PHI other than as permitted by the Business Associate Provisions 30 Reporting and Mitigation Cardinal Health shall promptly report to Customer and shal mitigate the extent practicable any harmful effect that is known to Cardinal Health of a use or disclosure of PHI by Cardinal Health in violation of the Business Associate Provisions 21 Sub Contractors and Agents Cardinal Health shall ensure that any agent including a subcontractor to whom Cardinal Health provides PHI shall have the same restrictions and conditions
12. be modified as follows Section 5 Indexed Monthly Support Fee Increases Delete the following at end of first sentence plus two percent 2 Add the following section 45 Non Discrimination No person shall be excluded from participation in denied benefits of or be subject to discrimination under this Agreement on the basis of their race color religion national origin age sex sexual orientation pregnancy childbirth or related conditions medical condition mental or physical disability or veteran s status Cardinal Health shall ensure full compliance with federal state and local laws directives and executive orders regarding non discrimination for all employees and Subcontractors under this Agreement Violation of the non discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject Cardinal Health to penalties to be determined by the County Manager including but not limited to i termination of this Agreement ii disqualification of Cardinal Health from bidding on or being awarded a County contract for a period of up to three 3 years iii liquidated damages of TWO THOUSAND FIVE HUNDRED DOLLARS 2 500 per violation iv imposition of other appropriate contractual and civil remedies and sanctions as determined by the County Manager To effectuate the provisions of this paragraph ihe County Manager shall have the authority to i set off any relevant portion of t
13. implemented unless Cardinal Health provides prior written approval for a different location iii for Customer s internal business purposes in the manner described in the user manual for the Pyxis Product and v in accordance with applicable laws and regulations Customer shall noi modify a Pyxis Product and shall not install or use any software not provided by Cardinal Health on a Pyxis Product 11 Separate Support Agreement Customer shall execute a Support Agreement with Cardinal Health for support of each Pyxis Product during the Rental Term of the Pyxis Product 12 Grant of Limited Software License Subject to the terms and conditions of the Rental Agreement Cardinal Health hereby grants Customer a limited non exclusive non transferable license to use the Software Customer 1 shall use integrated Software only as an integrated part of Pyxis Products shall not separate integrated Software from any Pyxis Product iii shall not translate disassemble decompile reverse engineer alter or modify the Software iv shall not make any copies of the Software or its documentation except one 1 copy for back up or archival purposes and v may use the Software only during the period that the Software is licensed or is integrated in a Pyxis Product that is leased pursuant to the Rental Agreement The Software is owned or licensed by Cardinal Health and is protected by copyright and other laws The structure and organ
14. on the Term Bean Date If the Agreement is a Purchase Agreement then Customer shal pay the Net Purchase Price for each Pyxis Produc within 30 days of the Term Begin Cats If due to the sole fault of Cardinal H2alth a Pyxis Product is not Accepted unti after the Term Begin Date then the Term Begin Date shal be the date the Pyxis Product is Accepted Note If previously instafed Pyxis Products are being upgraded or sub ect to new terms and conditions then the previously appicable terms and conditions includ ng payment terms for these Pyxis Products shall remain in full force and effect until the Term Begin Date Exceptions Each person signing this implementation Schedule represents that he she intends to and has the authority to bind his her respective Party to this Implementation Schedule San Mateo Medical Center Signature PrintName Rose Jacobs Gibson Print Nama AL PACHECO Title President Board of Supervisorsyy e CONTRACT SPECIALIST Sen Mateo County f Bate oOo oo Date version 649202 Page 1 of 1 ut CardinalHealth ADDENDUM TO RENTAL AGREEMENT GOVERNMENTAL ENTITY AS CUSTOMER The Rental Agreement the Agreement dated April 28 2003 between Cardinal Health 301 Inc Cardinal Health and the Customer identified below is amended and supplemented as follows Terms defined in the Agreement shall have the same meanings in this addendum unless otherwise defined herein 1 Non Appr
15. perform a post installation audit of the proper communication of transactions between the Pyxis System and Customer s information system 8 Non Covered Items and Services The following are excluded from the Services provided by Cardinal Health pursuant to the Suppert Agreement External Causes If the Pyxis System is not Properly Performing in part because of abuse misuse vandalism modification alteration unauthorized use unauthorized adjustment unauthorized repair equipment not installed by Cardinal Health or a cause external to the Pyxis System collectively External Causes then Cardinal Heaith shall not be obligated to provide Services regarding the portion or part of the Pyxis System or the functionality adversely affected by an External Cause Fee Based Services If at the Customer s request Cardinal Health performs services to correct a problem attributable to an Externa Cause then Cardinal Health may charge and invoice and Customer shall pay for these services on a time and materials basis at Cardinal Health s then current rates Consumables Services do not include the acquisition replacement or installation of consumables which include but are not limited to paper drugs toner and CUBIE Pockets Customer is responsible for acquiring replacement light bulbs for the Pyxis Product however the replacement installation of light bulbs shall be provided by Cardinal Health as part of Services Upgrade
16. shall provide annual on site and remote preventative maintenance Unit Relocations Upon thirty 30 days advance notice from Customer Cardinal Health shall relocate a Pyxis Product from the Customer facility in which the Pyxis Product was initially installed to enother of the Customer s facilities not more than one hundred 100 miles distant Communications Cardinal Health shall provide the labor but not the hardware or software to install upgrades to Customer s network communication methods Interfaces Cardinal Health shall provide scheduled interface changes upgrades and conversions to Cardinal Health s side of the standard ADT and Billing Interfaces for Pharmacy and Materials Management as well as Profile Interfaces for pharmacies where the Pyxis Profile system is in place Interface changes consist of adding features and or functionality to the standard interfaces Education Cardinal Health shall permit Customer s personnel to earn continuing education credits through Pyxis Accredited Customer Education and to participate in on line seminars 10 Customer Cancellation of On Site Service Customer may cancel scheduled on site Service activities by providing the WSC five 5 business days prior notice Proper Notice If Customer cancels or otherwise prevents Cardinal Health from performing scheduled on site Services without providing Proper Notice then Cardinal Health may charge and Customer shall pay Cardinal
17. terms of or issue any public statement regarding the Support Agreement unless Cardinal Health has provided prior written approval 22 Severability If a court or other body of competent jurisdiction declares any term of the Support Agreement invalid or unenforceable then the remaining terms shall continue in full force and effect 23 Entire Agreement Amendment The Support Agreement mutually executed Addenda to the Support Agreement if any and the Group Purchasing Organization agreement GPO Agreement applicable to the Parties as of the date of the Support Agreement if any constitute the entire agreement and understanding of the Parties with respect to the subject matter of the Support Agreement and supersede all prior written and oral agreements proposals and understandings between the Parties regarding the subject matter of the Support Agreement A term or condition of a GPO Agreement shall govern if the term or condition conflicts with a term or condition of the Support Agreement No changes to the Support Agreement shal be made or be binding upon either Party unless made in writing and signed by each Party The terms and conditions of anv purchase order issued by Customer shall not become part of the Support Agreement and shall not bind Cardinal Health 24 Non Waiver No right created by the Support Agreement shall be deemed waived unless specifically and expressly waived in a writing signed by the Party possessing the ri
18. to that state s conflicts of law provisions 22 Assignment by Customer Customer shall not assign Customer s rights or obligations under the Rental Agreement without Cardinal Health s prior written consent which Cardinal Health shall not unreasonably withhold 23 Assignment by Cardinal Health Cardinal Health may assign some or all of Cardinal Health s rights but not its obligations under the Rental Agreement without Customer s consent An assignment of Cardinal Health s rights 5 811 not relieve Cardinal Health of its obligations to Customer If Cardinal Health assigns its rights under the Rental Agreement then 1 Customer shall not hold any assignee liable for any of Cardinal Health s obligations under the Rental Agreement ii the rights of Cardinal Health s assignee shall not be subject to any claims counterclaims defenses or setoffs that Customer might possess against Cardinal Health iii Customer shall execute documents that Cardinal Health reasonably requests to confirm Customer s obligations under the Rental Agreement and iv Customer shall if requested make payments due under the Rental Agreement directly to the assignee 24 Medication Inventory Handling Cardinal Health employees and agents Cardinal Health Personnel shall not physically handle Customer s inventory including medications Customer must be physically present and capable of observing Cardinal Health Personnel during any Implementati
19. 0 Last Updated 12 03 02 CardinalHealth Master Rental Terms and Conditions Dated April 28 2003 Customer San Mateo Medical Center These Master Rental Terms and Conditions shali be incorporated into and made a part of each Rental Agreement executed by Cardinal Health 301 Inc Cardinal Health and the customer identified in the signature block below Customer each a Party and collectively the Parties Each Rental Agreement shall constitute a separate independent contract between the Parties Pyxis Products means collectively the Pyxis Products identified in any single Rental Agreement including the software identified in the Rental Agreement or integrated into any of the Pyxis Products collectively Software Capitalized terms used herein shall have the meanings defined herein or as usec in the Rental Agreement Each separate Rental Agreement together with these incorporated Master Rental Terms and Conditions shall be referred to as a Rental Agreement herein Execution of this Master Rental Terms and Conditions document by isel does not obligate Cardinal Health or Customer to rent any Pyxis Products 1 Delivery Risk of Loss Each Pyxis Product shall be shipped FOB destination to the ship to location stated in the Rental Agreement From the time Customer receives Delivery of a Pyxis Product until ardinal Health accepts retum delivery of the Pyxis Product Customer shall be responsib
20. EACH PERSON SIGNING THIS ADDENDUM REPRESENTS THAT HE SHE INTENDS TO AND HAS THE AUTHORITY TO BIND HIS HER RESPECTIVE PARTY TO THIS ADDENDUM CUSTOMER CARDINAL HEALTH 301 INC Legal Name San Mateo Medical Center Signature Signature L L Rose Jacobs Gibson PA Print Name President Board of Supervisor rint Name AL PACHECO CONTRACT SPECIALTSI Title San Mateo County Tile Date eee Date Page 2 of 2 PAGE 2 5 85 2823 14 33 4156486641 LOCKYER COUNTY OF SAN MATEO Equal Senefits Compliance Declaration Form Vendor identification Name of Contractor Cac Aine A CAH Contact Person ia Address QC ari 24 CTT XDA biin L Cn Phone Number Fax Number i Pa A A el a Employees Pa Does the Contractor have any mployees es No Does the Contractor provide benefits to spousds of employees Nees l ae if r oe answer to one or both of ine abdive is no please skip to Section HV na 62 ons Yes the Cont ractor complies by offering equal benefits as defined by Chapter 2 93 to its tte nd its employees with domestic partners complies by offering a cash equivalent payment to eligible employees in dieu of equal bensfits No the Contractor doss not comply i j The Contractor is under a collective bargainihg agreement which i date and expires on
21. ES OR LOSS TO YOU OR ANY OTHER PARTY EXCEED THE LICENSE FEE YOU PAID FOR THE LICENSED DATABASES Some states do not allow limitations on how tong an implied warranty lasts and some states not allow the exclusion or limitation of incidental or consequential damages so the above limitation and exclusion may not apply to you This warranty gives you specific legal rights and you may also have other rights which vary from state to state You agree that this Agreement shall not be subject to the United Nations Convention on Contracts for the International Sale of Goods This Addendum together with the Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements proposals bids bid responses and understandings between the parties relative to the subject matter hereof Any conflict between this Addendum and the Agreement shall be resolved in favor of this Addendum The terms of the Agreement that were not expressly modified in this Agreement are hereby reaffirmed No changes to this Addendum will be made or be binding upon either party unless made in writing and signed by each party Customer SAN MATEO MEDICAL CENTER Cardinal Health 301 Signature Signature k Rose Jacobs Gibson i PrintName President Board of Supervisors Print Name Title San Mateo Cou occ Title F Date ee Page 1 of 4 Version 8 10 0
22. Health the reasonable costs incurred by Cardinal Health because of the lack of Proper Notice 11 Medication Inventory Handling Cardinal Health employees and agents Cardinal Health Personnel shall not physically handle Customer s inventory including medications Customer must be physically present and capable of observing Cardinal Health Personnel during any Service activity that requires a key ID or password or in any situation in which Cardinal Health Personnel have access to Customer s inventory If Customer fails to provide personnel to handle Customer s inventory or directly to supervise Cardinal Health Personnel regarding a Service activity then Cardinal Health may re schedule the affected service activity and upon invoice Customer shall reimburse Cardinal Health for expenses incurred related to re scheduling the activity 12 Subcontracting Cardinal Heaith may subcontract any portion of the Services to its Cardinal Health trained subcontracted service providers 13 Mutua Indemnification Each Party the Indemnifying Party shall indemnify and hold the other Party the Indemnified Party harmless from and shall defend the Indemnified Party against any Page 2 of 5 Version 4 03 02 Last Updated 04 10 03 Master Support Terms and Conditions claims asserted against the Indemnified Party for losses injuries or damages caused by the Indemnifying Party s conduct 14 Limitation of Liability NEI
23. IN OH 43017 S AMERICAN PROTECTION INS CO COVE ANY 2 NIA DO FRAGE Srg we women 3 neal wl 45 iS TO CERTIFY THAT PQLICES OF IKSIRANCE DE NOTWTHSTANSNG ANY RESIIREMENT TERV OR OONIIT ON OF ANY CONTRACT 23 OR IOC FERTAN TRE INSJRANCE AFFORDED BY TRE POLIO CE CESCS SES HEREN iS SLGIEST TO ALL THE MAY HAVE 822 REVUES BY PAD CAMS BP petal eed tne oo Stine FOR THE PER OD IND CATED TWiT RESPECT TO We CH Tri COATIFICATE VAY GE SOLED OR MAY MS CONS TISNS AND EXQAUSONS F 6 24 PECeS IMTS SON POLICY EFFECTIVE POLICY EXPIRATION DATE DATE co Lm UNITS TYPE OF INSURANCE POLICY NUVBET GENBRAL LUAILITY SENERAL AGREGATE 5 _ COMMER GENERAL UASLITY EE qwmsysce O R OANEXG L CONTRACTOR S PROT SIRE SAYACI ma ts MED EXP Ary nonan i AUTOM OBILE LIABEITY COVE NED BNGLELMT AUTO ALL OANED ALTOS 522 INLAY Bo s SOHEDLLED AUTOS eres d i aiRES AUTOS A BOD YIN RY 5 NON OWNED ALTOS ARACE DABIITY i ATOONY EAncoseut Play auto CTER T GONI i een f CT ER THAN ACTS ONY bee nim Exc 5 agentaxce EXCESS LIABILITY GACH COGLRSENCE 5 umerei a rome 65 5 5 O O 2 0 CTHER THAN 8 88 5 WORKERS COMPENSATION 5i 2
24. Name and Delivery Address Rental Agreement and Support Agreement Billing Namo and Address Mailing Address Cuslomar Legal Name and Address Cardinal San Mateg Medical celi 222 W 39th Avouue Ban Maleo Medical Cente None Sa Mateo Medical Genler 222 We Sth Avenue San Mateo CA Cardinal Health 301 Inc val Canter 3750 Torrey View Court anM 3 222 3 Avanti z Sau Diego CA 92130 Attention Cootracls Depacinout San Mateo CA 94403 H50 573 2366 105033 The prices and support fees stated in this agreement are offered by Cardinal Health for acceptance by the customer by June 13 2003 Rentat Terms Support Terms 8 0 81 ist a Rental Discounts Net xtended Support List S i xtonded Product Product al Internal 9 Monthly GFO Hy tnit Monthly Monthly Term Monthly Monthly Name Qt Data_ Months Rental Fee Discount Rentat Fee Rental Fee Months Support Fen Support Fee Support Fee a 2SN Mngr aPeein Bio 4 80 5956 2 4 3 976 _ e 5364 tee 2MS MatdesPiamBioN NE 60 5740 9 f 2 580 60 5384 Remate Mgr Med Lun af sof 051 9 os _ _ 80 JAH 7 6 se Te 54581 9 aml 9 i ZSNConsryAstN soxsf ox of 182 aene 3 58 501 50 Pys
25. Provisions to permit Customer or Cardinal Health to remain in compliance with HIPAA and its implementing regulations during the term of the Support Agreement then Cardinai Health and Customer shall enter good faith negotiations to amend the Business Associate Provisions to conform to any change required by such amendment or modification 42 Interpretation Any ambiguity in the Business Associate Provisions shall be resolved in favor of a meaning that permits Customer to comply with the Privacy Rule 43 No Third Party Beneficiaries None of the Business Associate Provisions is intended to nor shall any provision confer any right remedy obligation or lability upon any person or entity other than the Parties and their respective permitted successors or assigns 44 Survival The obligations of Cardinal Health pursuant to Section 27 through Section 44 of the Support Agreement inclusive shall survive the termination cancellation or expiration of the Support Agreement Page 4 of 5 Version 4 03 02 Last Updated 64 10 03 Master Support Terms and Conditions Each person signing this document represents that he she intends to and has the authority to bind his her respective Party to these Master Support Terms and Conditions Customer Legal Name San Mateo Medical Center DBA San Mateo Medical Center Federal Tax ID if applicable By Rose Jacobs Gibson Printed Name _President Board of Supervisors Title San Mateo C
26. QUARE SUITE 1100 CLEVELAND OH 44114 1824 INSURED CARDINAL HEALTH INC ET AL 7090 CARDINAL PLACE DUBLIN OH 43037 TEXT NAMED INSURED LISTING FOR JUNE 30 2002 TO JUNE 30 2903 INCLUDES ALLEGIANCE CORPORATION ALLEGIANCE HEALTHCARE CORPORATION ALLEGTANCE HEALTHCARE INTERNATIONAL INC ALLEGIANCE PRO INC AMERICAN THRESHOLD INDUSTRIES AT AUTOMATIC LIQUID PACKAGING INC BERGEN BRUNSWIS MEDICAL CORP BINDLEY WESTERN INDUSTRIES INC BORON LEPORE amp ASSOCIATES INC BRIGHTON CAPITAL INC INTERNATIONAL INC C RED WING DATA CORPORATION CARDAL INC CARDINAL HEALTH CAPITAL CORPORATION CARDINAL HEALTH FUNDING LLC CARDINAL HEALTH HOLDING INTERNATIONAL INC CARDINAL REALTH PROVIDER PHARMACY SERVICES INC CARDINAL HEALTH STAFFING NETWORK INC CARDINAL HEALTH SYSTEMS INC CARDINAL HEALTH MANUFACTURING SERVICES E V CARDINAL HEALTH PRODUCT DEVELOPMENT CENTER INC CARDINAL SOUTHEAST INC CARDINAL SYRACUSE INC CARDINAL WEST INC CASCADE DEVELOPMENT INC COI INVESTMENTS INC CENTRAL PHARMACY SERVICES INC COMPREHENSIVE REIMBURSEMENT CONSULTANTS INC CRC CORD LOGISTICS INC CRITICAL CARE CONCEPTS INC ENHANCED DERM TECHNOLOGIES INC EON MEDIA INC FUTURECARE GRIFFIN CAPITAL CORPORATE HIGMAN HEALTHCARE INTERNATIONAL PROCESSING CORPORATION AMES W DALY INC KILLIEA DEVELOPMENT COMPANY LTD LAKE CHARLES PHARMACEUTICAL amp MEDICAL EQUIPMENT SUPPLY CO LLC
27. RC SURGICAL CAREPAIR LLC SURGICAL INSTRUMENT REPAIR SERVICE SURGICAL INSTRUMENT REPAIR SERVICES LLC D 8 A SI ONSITE NRC SYNCOR INTERNATIONAL CORPORATION THE ENRIGHT GROUP THE GRIFFIN GROUP INC VISTANT CORPORATION WHTTMIRE DISTRIBUTION CORPORATION WILLIAMS DRUG DISTRIBUTORS
28. Support Agreement then the non prevailing Party shal reimburse the prevailing party for costs expenses and attomeys fees reasonably incurred by the prevailing party regarding such claim 18 Force Majeure Neither Party shall be liable for the failure to perform its obligations under the Support Agreement if the failure is caused by a contingency beyond the Party s reasonable control including but not limited 10 fire flood acts of war riots strikes and acts of God A Party claiming a right to excused performance shall immediately provide notice to the other Party of the extent of its inability to perform and of the contingency that prevents performance 19 Setoff Customer s obligations under the Support Agreement shall not be subject to any claims or defenses related to any other Agreement between the Parties 20 Notices Any notice from one Party to the other Party related to the Support Agreement shall be in writing and delivered either by hand overnight courier or first class mail certified or registered return receipt requested postage prepaid to the receiving Party s Notice Address stated below A notice shall be deemed to be given i by hand or by overnight courier when it is delivered and ii certified or registered mail three days after it is mailed Either Party may change its Notice Address by notice 21 Confidentiality Except as required by law Customer shall not disclose to a third party the
29. THER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL CONSEQUENTIAL OR SPECIAL DAMAGES INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS OR PROFITS EVEN IF A PARTY RECEIVES NOTICE IN ADVANCE THAT THESE KINDS OF DAMAGES MIGHT RESULT CARDINAL HEALTH S AGGREGATE CUMULATIVE LIABILITY TO CUSTOMER PURSUANT TO ANY AND ALL CLAIMS AND LEGAL THEORIES SHALL NOT EXCEED THE AGGREGATE MONTHLY SUPPORT FEES TO BE PAID BY CUSTOMER TO CARDINAL HEALTH DURING THE INITIAL SUPPORT TERMS OF THE PYXIS PRODUCTS 15 Default and Remedies If Customer fails to pay any payment required by the Support Agreement or by any other contract between the Parties within ten 10 days when due then Cardinal Health may by notice elect one or more of the following remedies to the extent permitted by applicable law and in addition to and without prejudice to any other remedy available at law or equity i suspend performance of the Support Agreement until Customer satisfies the outstanding obligation s ii cancel Cardinal Health s obligations to Customer pursuant to the Support Agreement and tii recover all amounts then due pursuant to the Support Agreement 16 Governing Law The Support Agreement shall be governed by the laws of the state identified in Customer s Notice Address below without regard to that state s conflicts of law provisions 17 Prevailing Party If a Party prevails against another Party regarding any claim arising from or related to the
30. al Agreement Monthly Rental Fee for each Pyxis Product on the first day of each month during the Rental Term 8 Taxes Monthly Rental Fees do not include any taxes Customer shail pay when due any sales use rental property or other taxes or assessments of any kind other than any tax based solely on Cardinal Health s net income and related interest and penalties arising from the transactions pursuant to the Rental Agreement If Cardinal Health pays an amount that Customer is obligated to pay under this Section then Customer shal promptly reimburse Cardinal Health 9 Casu Application Late Charges Cardinal Health shall apply all payments according to Cardinal Health s then current cash application procedures If Customer does not pay an amount due to Cardinal Health pursuant to any provision of the Rental Agreement on or before the due date then Customer shall pay a late charge on the unpaid amount at the rate of one and one half percent 1 5 per month prorated on a daily basis or the highest rate allowed by law whichever is lower Page 1 of 4 Version 04 03 02 Last Updated 04 10 03 MASTER RENTAL TERMS AND CONDITIONS 10 Use of Pyxis Products Customer shall have possession of each Pyxis Product during the Rental Term for the Pyxis Product Customer shall use each Pyxis Product only i during a Rental Term for the Pyxis Product ii at the specific location in Customer s facility at which the Pyxis Product is
31. eement The period of the initiat Rental Term for each Pyxis Product shall be the number of months stated in the Rental Agreement for the Pyxis Product The initial Rental Term for a Pyxis Product shall commence on the Term Begin Date stated in the Implementation Schedule applicable to the Pyxis Product if any If there is no Implementation Schedule or if there is no Term Begin Date stated in the Implementation Schedule then the initial Rental Term for a Pyxis Product shall commence on the first day of the month following the date the Pyxis Product is Accepted 6 Automatic Continuation of Rental Term If at least sixty 60 days prior to the conclusion of the initial Rental Term for a Pyxis Product Customer provides notice that Customer shall return the Pyxis Product at the conclusion of that initial Rental Term then that Rental Term shall expire at the end of the initial Rental Term If Customer does not provide notice pursuant to the preceding sentence then the following terms shall apply at the end of the initial Rental Term i the Rental Term shall continue on a month to month term basis ti the Monthly Rental Fee shall be the month to month Rental Fee stated for the Pyxis Product in the then current Pyxis Product Price Catalog and iii either Party may terminate this continued Rental Term effective upon thirty 30 days prior notice 7 Payment of Monthly Rental Fees Customer shall pay the Net Monthly Rental Fee stated in the Rent
32. een the Parties regarding the subject matter of the Rental Agreement A term or condition of a GPO Agreement shall govern if the term or condition conflicts with a term or condition of the Rental Agreement No changes to the Rental Agreement shall be made or be binding upon either Party unless made in writing and signed by both Parties The terms and conditions of any purchase order issued by Customer regarding Pyxis Products shall not become part of the Rental Agreement and shall not bind Cardinal Health 33 Non Waiver No right created by the Rental Agreement shall be deemed waived unless specifically and expressly waived in a writing signed by the Party possessing the right 34 Compliance with Laws The Parties shall comply with all federal and state laws and regulations applicable to their respective performance of the Rental Agreement 35 Access to Records For a period of four 4 years after Cardinal Health has performed the Rental Agreement Cardinal Health shall make available upon written request of the Secretary of the Department of Health and Human Services Secretary or upon request of the Comptroller General of the United States Comptroller or any of their duly authorized representatives collectively the Requesting Party the Rental Agreement and any books documents and records necessary to certify the nature and extent of the costs paid by Customer to Cardinal Health pursuant to the Rental Agreement
33. eetings public bidding and appropriations required in connection with the Agreements e Unless you have otherwise notified us in writing the Pyxis Product s and the Agreements are exempt from all sales and or use taxes Your obligations to pay rent under the Agreements constitute a current expense and not a debt of yours under applicable state law No provision of the Agreements constitutes a pledge of the tax or general revenues of you and any provision which is so construed by a court of competent jurisdiction is void from the inception of the Agreements g All payments due under the Agreements for the current fiscal year of yours are within the fiscal budget for such year and are included within an unencumbered appropriation currently available for the rental of the Equipment The financial statement certificates or summaries relating to your financial condition delivered by you to us fairly represents the position of the Agreements as of the stated date s and period s and there has been no material adverse change in your financial condition since the date of the most recently delivered financial information I No event which would be defined as a non appropriation as set forth in Section 1 above has occurred nor is it presently known that any such event will occur under any lease or contract by which you are bound EACH PERSON SIGNING THIS ADDENDUM REPRESENTS THAT HE SHE INTENDS TO AND HAS THE AUTHORITY TO BIND HIS HER RESPECTIVE
34. f certain Licensed Databases may be disabled by Lexi Como or Cardinai Health 301 Inc Cardinal Health In such event you may not use the Licensed Database unless or until Cardinal Health or Lexi Comp provide you with an access key or other enabling code 2 USE OF PROFESSIONAL JUDGMENT The editors and authors have conscientiously and carefully tried to create the identified diagnosis measures treatment alternatives and drug dosages that conform to the standards of professional practice that prevailed at the time of publication However standards and practices in medicine change as new data become available and the individual medical professional should consult a variety of sources In addition when prescribing medication the user is advised to check the product information sheet accompanying each drug to verify conditions of use and identify any changes in dosage schedule or contraindications particularly if the agent to be administered is new infrequently used or has a narrow therapeutic range The information provided is no substitute for individual patient assessment based upon the healthcare provider s examination of each patient and consideration of laboratory data and other factors unique to the patient The Licensed Databases should be used as a tool tc help the user reach diagnostic and treatment decisions bearing in mind that individual and unique circumstances may lead the user to reach decisions not presented in the Licensed Databases
35. fee required for this license you do not become the owner of the Licensed Databases but are entitled to use them according to the terms of this Agreement If you are a rental customer you have acquired the right to use and access the Licensed Databases for a specific limited period of time i e the period of your rental agreement At the end of this period your license and associated rights such as technical support expire automatically unless you have renewed your rental agreement If you are a purchase customer your license will continue indefinitely For both purchase and rental customers the Agreement and your license to use the Licensed Databases will also terminate if you fail to comply with any term or condition in this Agreement The intellectual property including without limitation any and all rights under copyright in the Licensed Databases is owned by Lexi Comp Inc Copying of the Licensed Databases or any part thereof inciusion in other software reverse engineering or modifications are expressly forbidden No part of the Licensed Databases may be copied for resale or posted on public bulletin boards web sites Internet domains or online chatrooms However you may print out individual articles containing only insubstantial portions of the Licensed Databases from the most current version of the database and only for your personal educational use if you include a source reference to Lexi Comp and its copyright notice Access to and use o
36. ght 25 Compliance with Laws The Parties shall comply with all federal and state laws and regulations applicable to their respective performance of the Support Agreement 26 Access to Records For a period of four 4 years after Cardinal Health has performed the Support Agreement Cardinal Health shall make available upon written request of the Secretary of the Department of Health and Human Services Secretary or upon request of the Comptroller General of the United States Comptroller or any of their duly authorized representatives collectively the Requesting Party the Support Agreement and any books documents and records necessary to certify the nature and extent of the costs paid by Customer to Cardinal Health pursuant to the Support Agreement Access If Cardinal Health pays a subcontractor more than 10 000 over a twelve 12 month period to perform the Support Agreement then Cardinal Health shall obligate the subcontractor to permit Access to the Requesting Party 27 Business Associate Obligations In the performance of the Support Agreement Cardinal Health might receive Protected Health information as defined by 45 C F R 160 103 from or on behalf of Customer collectively PHI The purpose of Section 27 through Section 44 of the Support Agreement collectively the Business Associate Provisions is to permit Customer to attempt to comply with requirements conceming Cardinal Health
37. he amount described in this paragraph against amounts due to Cardinal Health under the Support Agreement Cardinal Health between Cardinal Health and County Cardinal Health shall report to the County Manager the filing by a Cardinal Health employee performing support service as part of the Support Agreement between Cardinal Health and County in any court of any complaint of discrimination or the filing by a Cardinal Health employee performing support service as part of the Support Agreement between Cardinal Health and County of any and all charges with the Equal Employment Opportunity Commission the Fair Employment and Housing Commission Page 1 of 2 CardinalHealth ADDENDUM TO MASTER SUPPORT TERMS AND CONDITIONS or any other entity charged with the investigation of allegations within thirty 30 days of such filing provided that within such thirty 30 days such entity has not notified Cardinal Health that such charges are dismissed or otherwise unfounded Such notification shall include the name of the complainant a copy of such complaint and a description of the circumstance Cardinal Health shali provide County with a copy of its response to the complaint when filed With respect to the provision of employee benefits Cardinal Health shail comply with the County Ordinance which prohibits Cardinal Health from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse
38. he due date then Customer shall pay a late charge at the rate of 1 5 of the unpaid amount or the highest rate allowed by the law whichever is lower per month prorated on a daily basis 4 Taxes Monthly Support Fees do not include any taxes Customer shall pay when due any sales property or other taxes or assessments of any kind other than any tax based solely on Cardinal Health s net income and related interest and penalties arising from the transactions related to the Support Agreement If Cardinal Health pays any amount that Customer 15 obligated to pay under this Section then Customer shall promptly reimburse Cardinal Health 5 Indexed Monthly Support Fee Increases Cardinal Health may by notice increase the then current Monthly Support Fee for any Pyxis Product effective once every twelve 12 months by a percentage amount no greater than the sum of the then current Consumer Price Index for healthcare goods and services as reported by the U S Department of Labor plus two percent 2 Monthly Support Fee increases shall be effective on the anniversary date of the commencement of the initial Support Term for the Pyxis Product 6 Training and Education Cardinal Health shall provide the following training and education to Customer during the Support Term Introductory Training Cardinal Health shall provide introductory training through the station tutorial for select Pyxis Products Product Training Units Cardinal Hea
39. ic testing and support Customer shall provide a dedicated voice grade phone line that can be attached to a 56K modem that can be connected by Customer to each Pyxis Product If Customer does not provide this remote connectivity for a Pyxis Product subject to a request for technical support then in addition to the Monthly Support Fee Customer shall pay Cardinal Health on a time and material basis for any in person diagnostic testing required to service the Pyxis Product Field Service Cardinal Health shall provide field service necessary to keep the Pyxis Products and Cardinal Health s side of any interfaces collectively the Pyxis System performing in accordance with the material specifications of the applicable user manuals Properly Performing If Cardinal Health determines that it cannot make the Pyxis System Properly Performing through repair services then Cardinal Health shall replace portions of the Pyxis System as Cardinal Health determines necessary Customer shall contact the WSC if the Page 1 of 5 Version 4 03 02 Las Updated 04 10 03 Master Support Terms and Conditions Pyxis System is not Properly Performing WSC will work with the Customer to perform initial troubleshooting If the issue problem cannot be repaired in a timely manner over the phone then Cardinal Health shall use commercially reasonable efforts to provide on site service within 24 hours of notice from Customer Customer shall provide Ca
40. id from the signature date below until one 1 year after the Taim Begin Date for the Support Agreainent Ne ee 6 5 et Offer Date Aprit 28 2003 Master Rontal Torms and Conditions April 28 2003 Master Support Terms and Conditions Dato April 28 2003 Support Option Pyxis Bir San Mateo Medical Center Cardinal Health 301 Inc Will a Purchase Order be required for payment of the financiat obligations proposed under this agreement Yes of No if Yes POR Fach person signing this dacumant raprasants that the person intends ta and has the aulhority to bind his her respective Party to the Rental Agreement and separate Support Agreement sat forth in thls document Signature ee ee Signature Print Namo Rose Jacobs Gibson Pinang A President Board of Supervisors 16 San Mateo Coun ae aa Date Date B Cardinal Hath Use Only Contr 4 7 ee Sales Assos 8 Phone Vic Raviano 1 800 788 6245 2433 i Avachmenta S ae ne ee Cardinal Health Price Catalog dated Jul 02 _ lerest rata 6 00 i 8 GPO Amorinat DISCOUNTS aly Gro 8 ION o S 3 9 be EA a Sng version 4 1 2 upytateu 4 4 02 i Page 1 of 1 IMPLEMENTATION SCHEDULE San Mateo Medical Center
41. isPagny oS 2 ss 60 50 SM PAR 1 10 Mas 60 0 _ 30 SE 5 956 1 126 Product Tralning Units 4 0 Tha Rental Agreement and Support Agreement stated in this document aro two separate and distinct contracts between Cardinal Heatth and Customer The two contracts are stated in this singla document for administrative convenience only Rental Agreamant Cardinal Health shall rant to Customer and Customer ront from Cardinal Heatth each Pyxis Proctuct identified above on the Rentai Terms stated herein and the terms and canditions stated In the Master Rental Terms and Conditions Identified balow and incorporated Into this Rental ice Cardinal Health shali license nat rent any software Identified above ar 811990 1841 Into any Pyxis Product Idaniiiled above Agroement hy refera Support Agraement Cardinal Health shall support and Customer shati accept support of each Pyxis above on the Support Terms 818180 herein and the tarms and conditions staled in the Mastor Support Terms and Conditions Identitled below and incorporated Into this Support Agreement by reference Product Training Units PTU Cardinal Haaith will provide Customer tha PTUs stated above PTUs may be used In lieu of dollars to purchase Cardinal Health training courses Complete information regarding training classes rates and redemption of PTUs can be found at lt httpviciass pyxls com gt Tha PTUs pravided herein are val
42. ization of the Software and the Pyxis Products represent Cardinal Health trade secrets Except as provided in Section 22 herein Customer shall not sell assign sublicense or transfer the Software Customer shall not disclose or permit any third party access to the Software documentation or the structure and organization of the Software and the Pyxis Products 13 Intellectual Property Indemnity a Duties of Notice and Cooperation Customer shall provide notice to Cardinal Health promptly after Customer receives actual notice of any demand claim suit or proceeding against Customer that claims that a Pyxts Product infringes any patent copyright trade secret or other proprietary right of a third party an Infringement Claim Customer shal authorize Cardinal Health to have sole control of the defense and or settlement of each Infringement Claim Upon Cardinal Health s request Customer shall provide reasonable cooperation in the defense and or settlement of the Infringement Claim b Indemnity If Customer complies with all of the requirements of Section 13 a herein regarding an Infringement Claim then Cardinal Health at its expense shall i defend the Infringement Claim ii pay any damages and costs assessed against Customer or payable by Customer pursuant to a settlement agreement arising out of the Infringement Claim and iii reimburse Customer for reasonable costs and expenses incurred by Customer to provide the coopera
43. le for any loss of or damage to the Pyxis Product from any cause other than normal wear and tear Loss provided that Customer shall not be responsible for anv portion of Loss caused by Cardinal Health s negligence 2 Security Interest If it is determined that the Rental Agreement 0055 not constitute a true lease then Customer shall be deemed to have granted Cardinal Health a security interest in the Pyxis Products and all accessions substitutions replacements therefore and proceeds thereof including insurance proceeds to secure all obligations pursuant to the Rental Agreement 3 Implementation Cardinal Health and Customer shall perform the respective implementation activities stated below Implementation Activities one time to implement each Pyxis Product Customer Obligations Customer s dedication of appropriate resources is necessary to permit and facilitate smooth implementation of a Pyxis Product Customer shall provide adequate personnel clean commercial power necessary communication lines and sufficient clean space maintained at a temperature between 50 F and 80 F for all Implementation Activities Customer shall appoint a System Manager who shall be available during business hours and responsible to define policies procedures and to coordinate planning installation and set up Installation If Customer has satisfied the obligations stated above then Cardinal Health shall stage and install the Pyxi
44. lth shail promptly repair or replace at Cardinal Health s option the Pyxis Product or any part thereof EXCEPT FOR THE LIMITED WARRANTY STATED IN THIS SECTION CARDINAL HEALTH DISCLAIMS ANY AND ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THE PYXIS PRODUCTS 15 Mutual Indemnification Each Party the Indemnifying Party shall indemnify and hold the other Party the Indemnified Party harmless from and shall defend the Indemnifted Party against any claim asserted against the Indemnified Party for losses injuries or damages caused by the Indemnifying Party s conduct 16 Limitation of Liability NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL CONSEQUENTIAL OR SPECIAL DAMAGES INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS OR PROFITS PROVIDED THAT CUSTOMER SHALL BE LIABLE TO CARDINAL HEALTH FOR ALL MONTHLY RENTAL FEES DUE PURSUANT TO THE RENTAL AGREEMENT EVEN IF A PARTY RECEIVES NOTICE IN ADVANCE THAT THESE KINDS OF DAMAGES MIGHT RESULT CARDINAL HEALTH S AGGREGATE CUMULATIVE LIABILITY TO CUSTOMER PURSUANT TO ANY AND ALL CLAIMS BETWEEN THE PARTIES SHALL NOT EXCEED THE AGGREGATE MONTHLY RENTAL FEES TO BE PAID BY CUSTOMER TO CARDINAL HEALTH DURING THE INITIAL RENTAL TERMS OF THE PYXIS PRODUCTS The liability cap stated in the preceding sentence shall not apply to the Intellectual Prope
45. lth uses a training credits system tor Customer training called Product Training Units PTUs PTUs are provided at no additional cost with certain Pyxis Products and may elso be purchased separately PTUs are valid from the execution of the Support Agreement until one 1 year after the Term Begin Date for the applicable Support Agreement Customer may redeem the required quantity of PTUs for select training classes web based courses and training products A schedule of available training classes and the corresponding PTU redemption requirement are provided in Cardina Health s web based Learning Management System called CLASS which can be accessed at hittp class pyxis com Fyxis Accredited Customer Education Customer may access Pyxis Accredited Customer Education P A C E during the Support Term P A C E is a web based forum that offers a series of archived seminars led by today s leading healthcare authorities Cardinal Health may add to delete from or discontinue P A C E at any time upon notice to Customer 7 Basic Support and Maintenance Services Cardinal Health shall provide the following basic support services collectively Services to Customer during the Support Term Telephone and Remote Support Cardinal Health shall provide toll fiee technical support by telephone through Cardinal Health s Worldwide Service Center Department WSC 24 hours a day 365 days a year To permit remote diagnost
46. on activity that requires a key ID or password or in any situation in which Cardinal Health Personnel have access to Customer s inventory 25 Parts Pyxis Products may contain remanufactured paris that are substantially equivalent to new in performance 26 Discounts If and to the extent any discount credit rebate or other purchase incentive is paid or applied by Cardinal Health regarding the Pyxis Products then the discount credit rebate or other purchase incentive shall constitute a discount or other reduction in price pursuant to the Medicare Medicaid Anti Kickback Statute The Parties shall use their best efforts to comply with any and all requirements imposed upon them respectively pursuant to 42 U S C 1320a 7b b 3 A and the safe harbor regulations stated in 42 C F R 8 1001 952 h Customer might be obligated to report under any state or federal program that provides cost or charge based reimbursement for the products or services covered by the Rental Agreement the net cost actually paid by Customer 27 Notices Any notice from one Party to the other Party related to the Rental Agreement shall be in writing and delivered either by hand overnight courier or first class mail certified or registered return receipt requested postage prepaid to the receiving Party s Notice Address stated below A notice shall be deemed to be given i by hand or by overnight courier when it is delivered and ii by cer
47. opriation of Funds k Notwithstanding anything in the Agreement to the contrary in the event that you are not during the term of the Agreements granted an appropriation for funds sufficient to satisfy your payment obligations hereunder and funds are otherwise not available to you to pay the rental payments and there is no other legal procedure of available funds by or with which payment can be made your failure to make payments when due hereunder relative to those Pyxis Products for which you do not have sufficient funding will not be deemed to be a breach or default under the Agreement provided that 1 you immediately notify us in writing of your inability to pay and specify in such notice the reasons for that inability which Pyxis Products or services are affected by that inability and what amounts if any you are able to pay 2 the non appropriation of funds did not result from any act or omission by you or your agent contractors employees officers or directors 3 you upon our request immediately return the Pyxis Product s for which you cannot pay to us at your expense to 4 destination we direct in good working condition and 4 you do not thereafter acquire functionally similar equipment from a vendor other than Cardinal Health for a period equal to the term remaining in the Agreements If after such notice and during what would have been the remaining term of the Agreement funds are made available to you for equipment which is functionall
48. ounty Date Notice Address Street 222 W 39 Avenue City State ZIP San Mateo CA 94403 Cardinal Health Use Only Sales Contract internat use Associate Cardinal Health Price Catalog dated Sold To Customer Bill To Customer Page 5 oi Version 4 03 02 Last Updated 03 10 03 Cardinal Health 301 Inc rf ar By Printed PACHECO Title CONTRACT SPECIALIST Date Notice Address 3750 Torrey View Court San Diego CA 92130 Attachments Applicable Discounts types and s Ship To Customer 5 Sa CardinalHealth ADDENDUM TO MASTER RENTAL TERMS AND CONDITIONS This Addendum modifies the Master Rental Terms and Conditions dated 4 28 03 Master Rental Terms and Conditions between Cardinal Health 301 Inc Cardinal Health and the Customer identified below Terms defined in the Master Rental Terms and Conditions shall have the same meanings in this Addendum If any term or condition of the Master Rental Terms and Conditions conflicts with a term or condition of this Addendum then the term or condition of this Addendum shall control The Master Rental Terms and Conditions shall be modified as follows Section 9 Cash Application Late Charge Add the following language below the first sentence Cardinal Health agrees to invoice 30 days in advance of due date Invoice s will be considered past due and late fees will be asses
49. rdinal Health with entry and access to the Pyxis System to provide regular service and repair Promptly following the completion of any Field Service Customer shall perform an audit of the proper communication of transactions between the Pyxis System and Customer s information system Replacement Parts Cardinal Health shall adjust and replace non consumable parts in the Pyxis Products as Cardinal Health deems necessary to keep the Pyxis Products Properly Performing Cardinal Health shall furnish maintenance and replacement parts on an exchange basis Replacement parts may be remanufactured parts that are equivalent to new in performance CUBIE Pockets Cardinal Health shall replace CUBIE Pockets that malfunction because of any defect in workmanship or material Cardinal Health shall not replace CUBIE Pockets that are not in good working order because of normal wear and tear Cardinal Health shali determine in its sole discretion whether a CUBIE Pocket malfunctions because of a defect in material or workmanship Preventative Maintenance At Customer s request Cardinal Health shall perform on site preventative maintenance and analysis of Pyxis Products once every two 2 years Updates If Cardinal Health issues software to enhance functionality of the Pyxis System Updates then Cardinal Health shall install and maintain the Updates applicable to the Pyxis Products if Customer consents to installation of the Update and agrees to
50. rty Indemnity stated in Section 13 herein 17 Default and Remedies Each of the following events shal constitute an Event of Default i Customer fails to pay any payment required by the Rental Agreement within ten 10 days when due ti Customer fails to cure anv breach of Section 10 titled Use of Pyxis Product or Section 12 titled Grant of Limited Software License herein within thirty 30 days after notice from Cardinal Health or iii Customer becomes insolvent or any bankruptcy insolvency composition or other reorganization proceeding is commenced by or against the Customer Upon the occurrence of an Event of Default Cardinal Health may elect one or more of the following remedies to the extent permitted by applicable law in addition to and without prejudice to any other remedy available at law or equity i cancel the Rental Agreement and Cardinal Health s ihen remaining obligations to Customer pursuant to the Rental Agreement ii recover all amounts then due pursuant to the Rental Agreement iii obtain specific performance of Customer s obligations pursuant to the Rental Agreement iv declare the entire unpaid balance of all Monthly Rental Fees for all unexpired Rental Terms under the Rental Agreement due and recover the present value calculated using a discount rate of six percent 6 per annum of the unpaid balance of all Monthly Rental Fees for all unexpired Rental Terms under the Renta Agreement and
51. s An Upgrade is a change to a Pyxis Product that adds new functionality Services do not include the acquisition supply installation or support of Upgrades 9 Pyxis Service Plan If Customer has elected to obtain the Pyxis Service Plan for the Pyxis Products an additional cost election that shal be stated on Support Agreement then Cardinal Health shall provide the following additional services to Customer for the Pyxis Products during the Support Term Guaranteed Response Time Cardinal Health guarantees that dispatched on site service representatives will arrive at the location of the Pyxis Product from the time of the dispatch within the number of nours applicable to the level of Pyxis Service selected as indicated in the Support Agreement e g Pyxis 8 hour Service Pyxis 4 hour Service If due to the sole fault of Cardinal Health a service representative does not arrive within this guaranty period then Cardinal Health shall credit Customer five percent 5 of the then current Monthly Support Fee for the affected Pyxis Product s CUBIE Pockets Cardinal Health shall replace CUBIE Pockets that Tail to work for any reason except an External Cause Training Customer shal earn Product Training Units PTUs with certain Pyxis Products as described in Section 6 herein at a rate that is twenty two percent 22 greater than the rate pursuant to the Basic Service program Preventative Maintenance Cardinal Health
52. s Product at the ship to location identified in the Rental Agreement Development of Interfaces Cardinal Health shall provide Cardinal Health s side of the following standard interfaces if applicable to the Pyxis Product i ADT Interface ii Billing Interface iii Materials Management Interface which consists of a one way outbound message and or iv Patient Profile Interface if the Pyxis Product is a part of a MedStation Rx or SN System Customer shall provide Pyxis Product compatible hardware and software necessary to complete the interface to Customer s system Communications Infrastruct Cardinal Health shall provide software and if necessary hardware to permit the Pyxis Product to communicate through Cardinal Health s side of the interface Documentation Cardinal Health shall provide Customer one copy of the current user manual for the Pyxis Product 4 Acceptance A Pyxis Product shall be deemed accepted by Customer Accepted when the Implementation Activities regarding the Pyxis Product are completed and the Pyxis Product functions in accordance with the material specifications of its user manual Customer shall execute an electronic or paper Equipment Confirmation for a Pyxis Product on the date the Pyxis Product is Accepted 5 Initial Rental Term The Rental Term for 8 Pyxis Product consists of any period of time that Cardinal Health leases the Pyxis Product to Customer pursuant to the Rental Agr
53. sed if payment is not received by Cardinal Health by the 15 of the month Section 19 Return of Pyxis Products Replace the text of this section with the following At the conclusion of the Rental Term for any Pyxis Product Customer shall not be charged for the return of the Pyxis Product to Cardinal Health EACH PERSON SIGNING THIS ADDENDUM REPRESENTS THAT HE SHE INTENDS TO AND HAS THE AUTHORITY TO BIND HIS HER RESPECTIVE PARTY TO THIS ADDENDUM l CUSTOMER CARDINAL HEALTH 301 INC Legal Name San Mateo Medical Center Signature Signature Mda Ly Rose Jacobs Gibson Print Name President Board of SupervisorPrint Name AL PACHECO CONTRACT SPECIALIST Title San Mateo County Title Date Date bff E Se Page 1 of 1 EER CardinalHealth ADDENDUM TO MASTER SUPPORT TERMS AND CONDITIONS This Addendum modifies the Master Support Terms and Conditions dated 4 28 03 Master Support Terms and Conditions between Cardinal Health 301 Inc Cardinal Health and the Customer identified below Terms defined in the Master Support Terms and Conditions shall have the same meanings in this Addendum If any term or condition of the Master Support Terms and Conditions conflicts with a term or condition of this Addendum then the term or condition of this Addendum shall control The Master Support Terms and Conditions shall
54. t of each Support Agreement executed by Cardinal Health 301 Inc Cardinal Health and the customer identified in the signature block below Customer each a Party and collectively the Parties Each Support Agreement shall constitute a separate independent contract between the Parties Pyxis Products means collectively the Pyxis Products identified in any single Support Agreement including the software identified in the Support Agreement or integrated into any of the Pyxis Products collectively Software Capitalized terms used herein shall have the meanings defined herein or as used in the Support Agreement or any Rental Agreement or Purchase Agreement that identifies the Pyxis Products Each separate Support Agreement together with these incorporated Master Support Terms and Conditions shall be referred to as a Support Agreement herein 1 Support Term As used herein the Support Terin for a Pyxis Product consists of any period of time that Cardinal Health agrees to support the Pyxis Product for the Customer pursuant to the Support Agreement The period of the initial Support Term for each Pyxis Product shall be the number of months stated in the Support Agreement for the Pyxis Product The initial Support Term for each Pyxis Product shal commence on the Term Begin Date stated in the Implementation Schedule applicable to the Pyxis Product Implementation Schedule If there is no Implementa
55. that apply Page 3 of 5 Version 4 03 02 Last Updated 04 10 03 Master Support Terms and Conditions through the Business Associate Provisions to Cardinal Health with respect to such information 32 Accounting to HHS Cardinal Health shall make Cardinal Health s internal practices books and records relating the use and disclosure of PHI available to the Secretary in a time and manner designated by the Customer or the Secretary for purposes of the Secretary determining Customer s compliance with the Privacy Rule 33 Documentation of Disclosures Cardinal Health shall document such disclosures of PHI and information related to such disclosures as would be required for Customer to respond to a request by an Individual for an accounting of disclosures PHI in accordance with 45 C F R 164 528 34 Accounting of Disclosures If Customer receives a request from an individual pursuant to 45 C F R 164 528 for an accounting of Customer s disclosures of the individual s PHI and in the course of aitempting to satisfy the individual s request Customer provides a written request to Cardinal Health then Cardinal Health shali promptly provide Customer the information required to be included in an accounting pursuant to 45 C F R 164 528 5 2 for Cardinal Health s disclosures of PHI that are subject to an accounting pursuant to 45 C F R 164 528 a 1 35 No Designated Record Set Cardinal Health shall not by virtue
56. tified or registered mail three days after it is mailed Either Partv may change its Notice Address by notice 28 Confidentiality Except as required by law Customer shall not disclose to a third party the terms of or issue any public statement regarding the Rental Agreement without Cardinal Health s prior written approval 29 Prevailing Party If a Party prevails against the other Party regarding any claim arising from the Rental Agreement then the non prevailing Party shall reimburse the prevailing party for costs expenses and attorneys fees reasonably incurred by the prevailing party regarding such claim 30 Severability If a court or other body of competent jurisdiction declares any term of the Rental Agreement invalid or unenforceable then the remaining terms shal continue in full force and effect 31 Facsimile Documents A facsimile shall constitute an original for all purposes pursuant to the Rental Agreement 32 Entire Agreement Amendment The Rental Agreement Implementation Schedule if any mutually executed Addenda to the Rental Agreement if any and Group Purchasing Organization agreement GPO Agreement applicable to the Parties as of the date of the Rental Agreement if any constitute the entire agreement and understanding of the Parties with respect to the subject matter of the Rental Agreement and supersede all prior written and oral agreements proposals bids bid responses and understandings betw
57. tion requested by Cardinal Health pursuant to Section 13 a herein 6 Limitation of Indemnity Cardinal Health shal have no obligation of any kind to Customer regarding an Infringement Claim if the Infringement Claim arises from i Customer s use of the Pyxis Product in bieach of the Rental Agreement or ii in 5 manner not expressly authorized by the Rental Agreement i 6 Option to Modify If Cardinal Health determines that a Pyxis Product might infringe any United States patent copyright trade secret or other proprietary right of a third party then Cardinal Health may at its option take one or more of the following dctions i replace the Pyxis Product with a substantially equivalent Pyxis Product ii modify the Pyxis Product in a manner 8 does not substantially affect the performance of the Pyxis Produpt or iii procure the right for Customer to use the Pyxis Product without modification This Section 13 states Customer s exclusive remedy and Cardinal Health s total liability to Customer regarding any Infringement Claim 14 Limited Warranty For a period of ninety 90 days after the date a Pyxis Product is Accepted the Pyxis Product shall perform in accordance with the material specifications of its user manual the Limited Warranty If because of a defect in workmanship or material the Pyxis Product fails to perform in accordance with the Limited Warranty then as Customer s sole remedy Cardinal Hea
58. tion Schedule or if there is no Term Begin Date stated in the Implementation Schedule then the initial Support Term for a Pyxis Product shall commence on the first day of the month following the date the Pyxis Product is Accepted by Customer pursuant to a Rental Agreement or Purchase Agreement as applicable 2 Automatic Continuation of Support Term Either Party may terminate the Support Term for a Pyxis Product effective at the conclusion of the initial Support Term for the Pyxis Product by providing notice of the Party s election at least sixty 60 days prior to the conclusion of the initial Support Term If neither Party provides such notice then at the conclusion of the initial Support Term i the Support Term for the Pyxis Product shall continue on a month to month term basis it the Monthly Support Fee shall be the Monthly Support Fee stated for the Pyxis Product in the then current Pyxis Product price catalog and iii either Party may terminate this continued Support Term effective upon thirty 30 days prior notice 3 Payment of Monthly Support Fees Subject to the provisions of Section 5 herein Customer shall pay the Net Monthly Support Fee stated in the Support Agreement Monthly Support Fee for each Pyxis Product on the first day of each month during the Support Term of the Pyxis Product If Customer does not pay an amount due 10 Cardinaj Health pursuant to any provision of the Support Agreement on or before t
59. tomers side of all applicable inter faces to permit September 1 2003 Customer s system and interfaces tc function with the Pyxis System in _ Jaccordance with Pyxis Product specifications Custo mer interfaces Pyxis Interfaces Delivery of Interface from 3rd party softwar vendor September 1 200 ADT Interface _ September 1 200 Bihing Interfa e Chartng interface Materials Interface Profile Interface Note If Customer elects not to implement the profie Septemper 1 290 functionality by the Term Begin Date or if Customer ts otherwise unabie to implement profite functionality by the Term 3egin Date then Customer shail nonetheless pay the Net Monthty Rental Fes staied in the Rental Agreement tor the okie At 5 begining 98 the Term 1 Begin pa Customer shall prepare the training site and organize attendance siri 85 Determined appropriate Customer personnel to permit the training activities identified below to be completed by heir respective Completion Dates Training joystem Orientaticn and User Training To Be Determined System Manager Training 2 3 weeks prior to go Nurse Training ive Description Go Live Date The Fyxis Products 738 be installed and functioning in accordance with the December 1 6 2003 material provisions of their respective user manuals Exceptions Term Begin Date If the Agrezment i is a Rental kronet then the Renta Term for each January 2605 Product shall begin
60. y similar to the Pyxis Products you agree at our option to purchase lease _ or otherwise acquire such equipment from us and if you continued to make use of the Pyxis Product s after said notice to immediately pay all outstanding amounts due hereunder i e all amounts that would have or should have been made if the funding had been in place throughout the term of the Agreement 2 Representations and Warranties of Customer You represent and warrant to us that as of the date of and throughout the term of the Agreements a You are the entity indicated above and are a state or a political subdivision of the state in which located you are duly organized and existing under the Constitution and laws of said state and are duly authorized to enter into the Agreements and any related documents the Documents b The Documents have been authorized and delivered to you in accordance with all applicable laws rules ordinances and regulations The Documents are valid agreements and are enforceable in accordance with their terms The person s signing the Documents have the authority and are authorized to do so and hold the offices indicated below the respective signatures each of which is genuine c The Pyxis Product s is essential to the immediate performance of a governmental function and will be used during the Term of the Agreements only by you and only to perform such function d You have complied fully with all applicable laws governing m

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