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HomeMy WebLinkAboutC2023-143 - 7/25/2023 - Approved DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B 113S c SERVICE AGREEMENT NO. 133865 MagNa Pure 24 Instrument f'anwo�alev 1852 THIS MagNa Pure 24 Instrument Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Roche Diagnostic Corporation ("Contractor'), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide MagNa Pure 24 Instrument in response to Request for Bid/Proposal No. Sole Source-133865 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide MagNa Pure 24 Instrument ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. The Term of this Agreement is one year beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to zero additional zero-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. 3. Compensation and Payment. This Agreement is for an amount not to exceed $57,286.40, subject to approved extensions and changes. Payment will be made for Services performed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next Option Period. Service Agreement- Roche MagNa Pure 24 Page 1 of 7 DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B Invoices must be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Angela Flores Corpus Christi-Nueces County Public Health District 361-826-7218 angelaf@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. Service Agreement- Roche MagNa Pure 24 Page 2 of 7 DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own Service Agreement- Roche MagNa Pure 24 Page 3 of 7 DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Angela Flores Laboratory Manager 1702 Horne Road, Corpus Christi, Texas 78416 Phone: 361-826-7218 Fax: 361-826-7217 IF TO CONTRACTOR: Roche Diagnostic Corportation Attn: Joe Liang Instrument Sales Specialist 9115 Hague Road, PO Box 50414, Indianapolis, IN 46250-0414 Phone: 800-262-1640 Fax: 800-888-1902 17. INTENTIONALLY DELETED. 18. Termination. (A) Either party may terminate this Agreement for the other party's failure to comply with any of the terms of this Agreement. The non-defaulting party must give the other party written notice of the breach and set out a reasonable Service Agreement- Roche MagNa Pure 24 Page 4 of 7 DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA119E189B opportunity to cure. If the defect is not cured within the cure period, the non- defaulting party may terminate this Agreement immediately thereafter. (B) Alternatively, the Agreement may be terminated in accordance with the Roche Purchasing Agreement terms included in Attachment D. 19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes Service Agreement- Roche MagNa Pure 24 Page 5 of 7 DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA119E189B arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Service Agreement- Roche MagNa Pure 24 Page 6 of 7 DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B CONTRACTOR DocuSigned by: Signature- w�Si (�..t,ws L Lyndsi Matthews Printed Name. Title. Franchise Manager Date: 7/25/2023 (S fd PORPUS CHRISTI HASAFSHIFe Josh Chronley Assistant Director of Finance - Procurement A proved as to Legal Form: 8/1/202 3 ocuSigned by: Date: 6A A> 4 (M," 7/28/2023 Attached and Incorporated by Reference: Assistant City Attorney Date Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Res.033112 Authorized By Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Council 7/25/2023 Incorporated by Reference Only: Ds Exhibit 1 : RFB/RFP No. Sole Source-133865 Exhibit 2: Contractor's Bid/Proposal Response ATTEST: { Docusigned by: J bb?, Rebecca Huerta City Secretary Service Agreement- Roche MagNa Pure 24 Page 7 of 7 DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B Scope of Work: A. The Contractor will provide the needed instrument for testing and install the unit in the BSL-3 laboratory. B. The Contractor shall provide the following: a. Necessary support and assistance during set-up of the instrument. b. Field service representative will install MagNa Pure and Millisect instrument. c. Training: Free of charge. d. Installation and training will occur same day once instrument is delivered. e. Warranty: complete coverage for parts and labor from defects for one year. f. Extended Warranty: Coverage beyond the initial warranty (catalog number 07290519001). C. The Contractor shall provide: Technical assistance hotline for instrument hardware, software, and application chemistry. D. All work is to be completed during normal business hours which are Monday- Friday 8am -5 pm. Service is to be performed in the clinical laboratory at 1702 Horne Road, Corpus Christi, Tx, 78416. DocuSign Envelope ID: I B5A47-9AFB-4FF9-B8A3-4BEA119E189B ATTACHMENT A: SCOPE OF WORK Rio, che mm,m................... Irk 1 i�11 r ,.,.,., Y F June 6,2023 City Of Corpus Christi 1702 Horne Rd Corpus Christi,TX 78416-1902 Phone: (361)826-7214 Email:valerier@cctexas.com Re: Proposal Number Q-00008345 Proposal is valid from 05-22-2023 to 12-31-2023 Dear Valerie Requenez, Roche Sequencing& Life Science is pleased to offer the following pricing proposal for the sale of the following instrument(s): - MagNA Pure 24 Instrument In order to ensure the best performance of your instrument(s), be sure to use reagents and consumables from Roche Sequencing & Life Science. Learn more about our instrument Classic or Depot service plan options at RocheServiceCoverage.com. Please note that this proposal does not serve as a Service Agreement. A fully executed Service Agreement detailing plan coverage and terms&conditions will be provided upon request. If you have further questions or require additional information, please contact me at+1619-517-6817. I can also be reached via email atjoe.liang@roche.com. Sincerely, Joe Llang Instrument Sales Specialist Roche Sequencing& Life Science AVI IVIG;),L IGI I I MLI R.1VAGINA PURI IV H I C:1 and VAIN I AGI an, 'aVLw 1. DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B ATTACHMENT B: BID/PRICING SCHEDULE ew—'�������' <R10che11 ..................... Sequencing/Life Science Quotation MagNA Pure 24 Instrument 07290519001 MagNA Pure 24 Instrument 1 $79,500.00 37% $50,000.00 $50,000.00 $29,500.00 08276056001 MagNA pure 24 Classic SVC 1 $9,108.00 20% $7,286.40 $7,286.40 $1,821.60 Sub Total: $57,286.40 $31,321.60 Freight Charge: Quote Total(USI $57,286.40 Total Amount Savings: 35% $31,321.60 Customer Comments: Freight charge will be waived. AVI INIOt I IGI I I CYC-I1Rt 1VAGINA PURI IVIH I IY C 1 and VAIN AGI an, had(in,vk,,cif ItcA:".Pw I'aNLw 1 DocuSign Envelope ID: 1 135A47-9AFB-4FF9-B8A3-4I3EA119E189B ... , the .m,m................... Delivery and Installation: • Delivery will be at the earliest convenience. • Roche Sequencing / Life Science agrees to provide necessary support and assistance during set—up of the instrument, if requested for LightCycler product line instrumentation. • A Field Service Representative will install MagNAPure and Millisect instrument. • Shipping charges additional. Estimated freight charges quoted are approximate and subject to change: Item Carrier Estimated Cost MagNA Pure 24 Instrument As Appropriate $1,105.00 Training: • Roche Sequencing/Life Science offers training,free of charge, if requested. Instrument Warranty: • Complete coverage for parts and labor to address any product defects for one year. Issues caused by inappropriate use of the instrument may not be covered. • Technical assistance hotline for instrument hardware,software and application chemistry. Available Extended Service Agreement: • For coverage beyond the initial warranty period: Item Cat. No. Cost/Year MagNA pure 24 Classic SVC 07290519001 $7,286.40 For more information about the Service Plans and Roche Terms and Conditions, please visit https://diagnostics.roche.com/us/en/support/service-contracts.html Ordering: • To place your order, please email your purchase order and signed Equipment Purchase Agreement to indianapolis.lifescience-contracts@roche.com or fax to 800-888-1902. Roche Diagnostics 9115 Hague Road,PO Box 50414 Indianapolis, IN 46250-0414 Attn: Life Science Contracts Dept Fax:800-888-1902/Phone:800-262-1640 Email:indianagolis.lifescience®contracts roche.com Our Tax Payer ID#is 13-2511923 AVI INIO; L IGI I I MLI L4!'R.1VAGINA PURI 04111 I IY C 1 and VAIN I AGI an, ti aria inark,,cif Itctt'.Iw 1 a(Lw !;u DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability Including: $1 ,000,000 Per Occurrence 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. Page 1 of 3 DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. Page 2 of 3 DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B E. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Bond Requirements: No bonds required for this Agreement. 2021 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services -Services Performed Onsite 05/10/2021 Risk Management - Legal Dept. Page 3 of 3 DocuSign Envelope ID:BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B ATTACHMENT D:WARRANTY REQUIREMENTS Roche Service Plan Options Roche Support Network offers flexible after warranty support options tailored to meet your needs. Roche's service commitment to our customers includes in-house and field support. Roche's in-house technical support,in-house customer service,and field support teams are all available to provide the most comprehensive support network in our industry. The following features are included with the selected plan: Premium Service Classic Service IT Plan Plan Depot Plan Products Plan Contract Features Unlimited service visits Monday through Friday from 8:00 a.m.to 5:00 p.m. (local time). Excludes Roche holidays Emergency service visits on Saturday,Sunday and Roche holidays from 8:00 a.m.to 5:00 p.m. Customer Support Center Specialists are available by phone 24 hours a *see below *see below *see below day,365 days a year to assist in troubleshooting. All necessary warranted repair parts and the travel and labor to install parts. f f f Labor and preventive maintenance kits for preventative maintenance visit(s). f f Response for emergency repairs within 24 hours of request on weekends and Roche holidays. Response for emergency repairs within 24 hours of request Monday through Friday local time. Remote access connectivity for problem identification,training,and monitoring. ✓ see below **see below A maximum labor charge for each service visit outside of contract NSA coverage hours. DocuSign Envelope ID:BE1 B5A47-9AFB-4FF9-B8A3-4BEA119E189B Premium Service Classic Service IT Plan Plan Depot Plan Products Plan Contract Features Computer hardware repaired if purchased from Roche in conjunction with Roche Software Products. System repaired at customer site. System repaired at Roche site. Software repaired via remote access. Loaner system available. /see next page Preventative maintenance visits. 98%Uptime Guarantee. I***see below Service overage sped,.Ily exdudes failures due to open for errors,lade of operator maintenance,abnormal or unapproved uses,and acts of third parties,faulty eI—Hal connections,fl.-.tion,or failures in air conditioning,water quality spedfiations,healing or cooling system sand electrical power failures,dust,dirt,liquids,computer viruses,fo—ro.y—conditions,or other causes beyond Roche',reasonable control.To the extent Custom er requests that Roche provide repairs exduded from Service coveage,additional costs will apply.Services exdude any device used or.ssoci—dwiththe Equipment which w.snof part ofthe Equipment as odginally manufact.red(,g.,extern.Ico,puters,externalvater supply,external uninterruptible power supply and-....I line conditioners).Roche may modify the Equipment in order to improve its and reliability.Modifications required to m eet u se or reliability spedfiation,will be performed as part ofthe w.—v or the Services.If a Schedule provides for an allowance to.cquire a product or service from a third party,Customerwill be solely responsible for selecting the vendor and for any validation relating to that product or service. *For Applied Science products only,the Roche Applied Science Customer Support Center i....ihble Monday to Friday from 8 AM to 6 PM Eastern T,e excluding Roche Holidays **The following system s have remote capability:cobes®pro analyzer series,cobes®6000 analyzer sedes, b.s-8000 analyzer cedes,COLAS Integer 400 Plus,cob.04800 analyzer,NAVIFV Tumor Board Solution,VIEW ICS,p512/p612T,,k Targeted Automation and cobs 8100 systems Customer must gent Roche wc—s to utilize remote service apabilities.Such.a'ess,.y be granted on aperiodic or per instance basis..determined by Custom er and Roche. ***98%Uptime G--"for Premium Plan:If.covered piece of Equipment is"Down"I—definition below)for more than 14 hours in any given month,Roche will i- - -Cto ..edit cortific-.The value of the.edit cortific-will depend upon the type of Equipment that is down.The credit will be applied to Cu--',.00unt and edited a ging future invoices for the purchase of reagents,supplies and consumable..To,.edit cerofiate is Cu stomer'sexdu sive remedy for Equipment Downtime under thi s guaantee.limitations,exdu so....d conditions for the 98%Upti,e6u.ant--)Only one.edit coroc—will be issued each m onth for prtiol.r piece of Equipment that is Down;2)It i s strictly)invited to electrial andro-hmc.l hardware failures a nd spedfially exdude,opeatorrepl—.Ile supplies and cons.enables that require a Roche Feld Service Representative to be dispatched;31 Downtime specifically excludes those failures eased by op—to,errors,site disuepandes,reagents,alibators,controls,acts of God,or any environmental problem beyond Roche'.control; 4)C-to—..,dbeloatedwithin.100+nile.di—fa.di —.;5)Downtime Millm easuredfromtheti,ethe Feld Service Representative kdisp.tched(Malf.rcion Begin T,e)untiltheti,ethe rep.irh.sIo—coropl-d..d specifically—l.desthe time spent after the rep.irtoobse—the performance(—taintyofthe rep.iHofthe Equipment;6)Downtime willbe alculatedusng24hour,p erday,7d.y,perweek,on.,onthlyb.sis;7)The official doc—mationtodetermine Downtime will be the Feld Service Representative's Service Order which Customer will review at the conclusion of each repair. ****Customer Support Center Sped.lists.re available for VIEW ICS by phone 8:00.,to B:OOpm Monday through Friday.Incoming altsoutside of these tiro—llow for,—gesto be leftand received at the next.v.il.ble time during the VIEW ICS support hour,.VIEW ICS utilizes In level remote s,ppo,tvi,a Roche entity which may reside outside of the United States.Notwithstanding,an offshore support team utilizes field-support staff loafed within the United States if needed. "Down"or"Downtime"for each piece of covered Equipment will mean: •COBAS Integersyge,,cob.06000...lyzer series,cob.08000 analyzer sedes,cobes pro analyzer series,cobese 411.n.ly—,,cob.,c 111anely—,,cob,s c311...lyzer-Unable to report results on three or m ec ore tests due to no chwic,l, elhial or software failure. •LIG HTCVCLER®ingot,-E M19NA Pure i-m—E ROCHE OM NI Series,Am plil rep system,T.q Man®48 ingot,enG T.gM.n®96,cob.0 4800...lym...d URISVS 2400 Urine analyzer-Unable to report results. •HAMILTON DILUTOR-Unable to process dilutions •Cob.,8100 w-oo and Cobs,511 are spedfially exduded fro,the 98%uptime guaantee ,AM PLIPREP,COLAS,COLAS C,COLAS E,COBAS INTEORA,111CV1V1,LIOHTCVCLER,MAGNA PURE,M11U11,MODU LAR PRE-ANALYTICS,TAQMAN,OMNI and U RISVS 2400 are trademarks of Roche.The technology used for LightCycler is licensed from Idaho Technology,Inc.All other product names and trademarks are the property of their respective owner. ©2013 Roche Diagnostics.All rights reserved.431-52671-0813 DocuSign Envelope ID:BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B cobas®Liat Depot Replacement Service Coverage For cobas®Liat service issues covered by warranty or Roche Depot Service that cannot be rectified through remote Roche technical support at 1-800-800-5973(including any periodic preventative maintenance that must be completed at Roche facilities),Roche may elect to replace such cobas®Liat with a new or certified unit.All cobas® Liats come with an initial one year warranty and Customers are required to subscribe to service for the cobas®Liat thereafter as detailed in Customer's Product Schedule and executed by Roche and the Customer. Roche Depot Service and Loaner System Details Customer Obligations:Customer agrees to return Roche-owned Equipment loaned to Customer for use by Customer while Customer-owned Roche Equipment is being repaired("Loaner Equipment'l within fifteen(15)business days of the repaired Equipment being returned to Customer.If Customer fails to return the Loaner Equipment within this allotted time,Customer will automatically be billed,and agrees to pay,a monthly charge for each piece of Loaner Equipment as set forth in the table below. Equipment Monthl Fee Li htC cler 1.5 $670 Li htC cler 2.0 $500 Li htC cler 96 $482 Cobasu411 $225 Cobas9180 $65 Repair Terms:Prior to shipping Equipment requiring repair to Roche,Customer must accept,approve,and execute the flat rate repair quote and provide a Purchase Order number in the returned quote.The returned quote must be received by a Roche Representative.Roche may also elect,at Roche's option,to provide Customer with Loaner Equipment at the time of acceptance of the flat rate repair quote by the Customer.If no purchase order number is provided when accepting the repair quote,no Loaner Equipment will be provided.Roche will provide Customer with an appropriate shipping container for the Equipment in need of repair and then also to return the Loaner Equipment.Customer shall have thirty(30)days to approve or reject the repair quote provided by Roche.In the event that Customer fails to reply with a rejection or approval of the flat rate quote within thirty(30)days,the flat rate quote shall expire. Customer will automatically be billed,and agrees to pay,a monthly charge for unreturned Loaner Equipment past the fifteen(15)day return policy stated above.This monthly charge will continue to be billed until the Loaner Equipment is returned to Roche. Roche Diagnostics 9115 Hague Road Indimiapolis,IN 46256 DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B .M. , the .m......................... Equipment Purchase Terms Conditions: CustomerName: City Of Corpus Christi Purchase of equipment ("Equipment") listed on the attached proposal (each proposal shall be referred to as a "Schedule") is expressly conditioned on (b)Third-Party Products.The sole and exclusive warranty for any product provided,directly Customer's assent and acceptance to these Roche Diagnostics Corporation or indirectly,by a third party will be the standard warranty provided by the third party,and ("Roche")Terms and Conditions and any acceptance of Roche's offer is expressly Roche will have no responsibility or liability relating to such product.Customer will install only limited to acceptance of these Terms and Conditions. Roche expressly objects to Roche-approved software on the Equipment.(c)Service.Roche warrants that Service will be any additional or different terms proposed by Customer.No Customer form shall free from defects in workmanship for a period of 30 days from the date of the Service. modify these Terms and Conditions,nor shall any course of performance,course of (d)Limitations.The sole and exclusive remedy for the breach of any warranty is to refund, dealing,or usage of trade operate as a modification or waiver of these Terms and replace, or repair (including shipment of replacement parts) the affected Equipment, at Conditions.No waiver or modification to any term is valid unless it is in writing and Roche's sole discretion THE LIMITED WARRANTY SET FORTH IN THIS SECTION WILL BE IN LIEU signed by both parties. OF, AND ROCHE EXPRESSLY DISCLAIMS, ANY OTHER WARRANTY, EXPRESS OR IMPLIED, 1. EQUIPMENT AND PRICE INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR Customer agrees to purchase the Equipment identified on the Schedule(s),at the PURPOSE. prices set forth in the Schedule(s).Title will transfer upon delivery. 2. BILLING AND PAYMENT TERMS 8. DEFAULT Roche will bill Customer for Equipment(the"Invoice Date")upon shipment,unless A party is in"Default"under these Terms and Conditions if the party does not perform any of the Equipment requires Roche installation ("Roche-installed Equipment"). For its obligations under the Terms and Conditions and this failure continues for 30 days after Roche-installed Equipment,the Invoice Date will be when all Roche installation written notification of that failure,with the exception that Customer is in Default if Customer activities are complete.Payment terms shall be net thirty(30)days from Invoice fails to fulfill any payment obligation within 15 days of the invoice due date.Customer is in Date. Payment by credit card is accepted at point of sale only. Failure to pay Default if it offers Equipment for resale,directly or through an affiliate invoices when due may result in non-shipment of future orders of products and/or refusal to provide service and/or being notified by Roche that Customer is in 9• REMEDIES Default.All applicable taxes will be added to invoices. (a)Default by Customer.In the event of a Default by Customer,Roche may(1)terminate any 3. SHIPMENTS Schedule(s);(2)require Customer to return the Equipment to Roche at Customer's cost;(3) Roche will ship Equipment to the facility designated in each Schedule.Customer collect all amounts owed or that become due under the Purchase Terms and Conditions, will pay all freight,shipping,and special delivery charges,but Roche will select the including a late payment charge of 1.5%per month or the highest permitted by law;(4)cease carriers and be responsible for loss and damage of the Equipment until delivery to providing service to Customer with respect to any service agreements relating to the Customer's facility. Freight and handling charges will be included in the invoice Equipment; and (5)exercise other remedies available at law or in equity. Remedies are Customer receives from Roche.Customer is liable for risk of loss and damage after cumulative and may be exercised in any order.(b)Default by Roche.In the event of a Default delivery to Customer's facility. The Equipment will be deemed accepted by by Roche, Customer may(1)terminate the applicable Schedule(s),and (2)exercise other Customer unless, within 30 days after delivery, or installation if applicable, remedies available at law or in equity.Customer will remain obligated to pay all sums owed Customer provides Roche written notice that the Equipment is not in good working to Roche prior to the date of Customer's termination.The defaulting party will reimburse the order. non-defaulting party for costs,expenses and damages,including reasonable attorney's fees 4. TAXES and other expenses of collection incurred by the non-defaulting party. Customer will pay when due,directly or by reimbursing Roche,all sales,use,and personal property taxes,and any interest and penalties on such delinquent taxes 10. LIMITATION OF LIABILITY related to this Equipment Purchase.Customer will not be invoiced for any sales or Neither party shall be liable to the other party for incidental,indirect,special or consequential use taxes for which Customer is exempt as long as Customer maintains a valid damages.To the extent permitted by law,each party will indemnify the other party from all exemption certificate and provides it to Roche. third-party liabilities arising from the indemnifying party's negligence or willful misconduct or 5. TRAINING failure to perform its duties or obligations as set forth in these Purchase Terms and Training to be provided by Roche,if any,will be identified in the applicable Conditions,except to the extent caused by(a)the negligence or willful misconduct of the Schedule. party seeking indemnification,or(b)a party's use of Equipment other than in accordance with 6. SERVICE its labeling,or(c)a party's use of non-Roche products on the Equipment. If Customer has purchased extended service("Service"),the term and pricing of the Service is set forth in the Schedule(s).Any Service provided to Customer will be 11. MISCELLANEOUS provided in accordance with the applicable terms and conditions identified in the (a)Governing Law.The laws of the State of Texas will govern these Terms and Conditions. Roche service options located at RocheServiceCoverage.com. Both parties waive the right to a jury trial.(b)For Research Use Only Labeling.Some Roche 7. LIMITED WARRANTY products are labeled"For Research Use Only".Roche is required to inform Customer,and a) Equipment. Roche warrants that Equipment will be free from defects in Customer acknowledges,that this labeling means the products are intended by Roche solely materials and workmanship and will meet manufacturer's written specifications for for use in basic or applied laboratory research and are not intended to be used in diagnostic, a period of one year from the applicable Invoice Date.Roche warrants consumable prognostic,or therapeutic indications.Customer's acknowledgment is not intended to limit items and equipment support products for a period of 90 days from delivery. the rights and obligations of Customer under the Clinical Laboratory Improvement Customer agrees that Roche makes no representation and provides no warranty Amendments(CLIA)of 1988 and its subsequent amendments,as well as any other state and for non-Roche products used on the Equipment. local requirements Internal reference: Q-00008345 AVI IVIG,I IGI IICYC I I R4 1VAGINA I'llRIl 141111 IY C"i and VAIN IAGI an,li ad( inai'k,,cif 11cAdPw. DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B 1. ROCHE REMOTE ACCESS SERVICE: Remote access by Roche is for the purpose of installation,troubleshooting, software updates,and support.Customer shall provide and secure an Internet enabled connection with specific access to the Roche remote diagnostic IP addresses and shall host Roche remote diagnostic software on the Roche systems. Customer shall be responsible for approving or gating remote connections to the systems. For Customer provided systems Customer shall provide Roche with a vendor or generic login having local administrative rights,not tied to a specific Roche employee for the purpose of installation and support.Identification of the specific Roche individual accessing the system will be documented and retained in the Roche CRM package.Roche will provide such documentation upon Customer request.Trending data (e.g.,error log files,voltages,equipment diagnostics checks,and system information which may include aggregated tests ran, results and trending dates),which can be used for service and support analytics,as well as supply and allocation assessments. Trending data may be routinely collected by Roche,utilizing Roche remote diagnostics.The collected data does not contain directly identifiable patient information.Roche will have no obligation to alert or notify Customer of any issues or problems arising in connection with any Equipment which are or would have been discernable from a study or review of any data obtained from the Equipment.If Customer does not meet its obligations under this section,Roche reserves the right to bill Customer for all on-site installation,troubleshooting,or reinstallation of software services at Roche's standard rates for service/repairs,including travel expenses. 2. BILLING AND PAYMENT:Roche will bill Customer for Service at the beginning of each service period. Payment terms shall be net thirty(30)days from date of invoice. Failure to pay invoices when due may result in refusal to provide Services, cash in advance payment terms and/or being notified by Roche that Customer is in Default. All applicable taxes will be added to invoices. 3 LIMITED WARRANTY:Roche warrants that the Services provided will be free from defects in workmanship for a period of 30 days from the date of the Services.THE LIMITED WARRANTY SET FORTH IN THIS SECTION WILL BE IN LIEU OF,AND ROCHE EXPRESSLY DISCLAIMS,ANY OTHER WARRANTY,EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.IN NO EVENT WILL ROCHE BE LIABLE FOR INCIDENTAL,INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES. 4• EARLY TERMINATION: Customer may terminate this Agreement at any time by giving Roche at least ninety(90)days' advance written notice aAll of Customer's obligations must be current to terminate this Agreement prior to completion of the Term. 5. DEFAULT:A party is in default under this Agreement if. (a)such party does not perform any of its obligations under this Agreement and this failure continues for 15 days after written notification of such failure;(b)such party notifies the other party that it does not intend to perform its obligations under this Agreement; (c)such party becomes insolvent,dissolves or is dissolved,assigns its assets for the benefit of creditors or enters(voluntarily or involuntarily)into any bankruptcy or reorganization proceeding or admits in writing its inability to pay its debts. 6. REMEDIES: a. Roche Default:If Roche defaults,Customer may (i)terminate this Agreement,with Roche remaining liable for all obligations which have not yet been met under this Agreement and(ii)exercise any and all other remedies available at law or in equity. Customer will remain obligated to pay all sums owed to Roche prior to the date of Customer's termination. b. Customer Default:If Customer defaults,Roche may(1)require Customer to pay the sum of any remaining payments for Services;(2)terminate this Agreement and collect all amounts owing under this Agreement(the "Outstanding Balance");and(3)exercise any and all other remedies available at law or in equity. In the event Roche exercises its right to terminate this Agreement and begins collection efforts against Customer,Roche may include a late payment charge of 1.5%per month or the highest rate permitted by law,whichever is less,on the Outstanding Balance. c. Cumulative Remedies:All of the remedies available are cumulative and may be exercised in any order. Service Agreement Terms 02.9.2018 DocuSign Envelope ID: BE1 B5A47-9AFB-4FF9-B8A3-4BEA1 19E1 89B d. Other Expenses: The defaulting party agrees to reimburse the non-defaulting party for all costs,expenses and damages,including reasonable attorney's fees and all other expenses of collection incurred by the non-defaulting party. 7. ENTIRE AGREEMENT: Customer agrees that the terms and conditions in this Agreement make up the entire agreement between Customer and Roche with respect to the subject matter contained herein unless expressly agreed to by the parties.In the event of a conflict between this Agreement and other agreements(including a purchase order)this Agreement will control;provided however,to the extent Customer had previous service coverage on the Equipment,in the event of a conflict between this Agreement and the agreement pursuant to which that coverage was provided,the prior agreement will control. 8. GOVERNING LAW/JURY WAIVER:Both parties agree that the laws of the State of Texas will govern this Agreement. Each party expressly waives its rights to trial by jury. 9. NOTICES:Notices shall be sent via one of the following means and will be effective (a)on the date of delivery,when delivered in person or by nationally recognized overnight courier service(costs prepaid); (b)on the date of receipt,if sent by a PDF image sent by email or other electronic transmission(with delivery confirmed);or(c)on the date received or rejected by the addressee,if sent by first class certified mail,return receipt requested(or its equivalent). All notices will be addressed to the party receiving the notice at its address shown on the face of this Agreement and marked Attn:Law Department. 10. ASSIGNMENT: Customer may not assign, sell or transfer Customer's interest in this Agreement without Roche's prior written consent which will not be unreasonably withheld.Roche may,with written notice to Customer,sell assign or transfer this Agreement. 11. SURVIVAL:Each party's rights will survive the term of this Agreement. 12. FORCE MAJEURE:Either party's obligations under this Agreement will be suspended in the event that a party is hindered or prevented from complying with its obligations(other than the obligation to pay money)because of labor disputes, hurricanes,earthquakes,floods,or other acts of God,war,terrorism or any other condition beyond the party's reasonable control. 13. WAIVER:If either party delays or fails to enforce any of its rights under this Agreement,such party will be able to enforce its rights at a later time. Service Agreement Terms 02.9.2018